Curtiss-Wright
Annual Report 2019

Plain-text annual report

YEARS OF POWERFUL PERFORMANCE 2019 Annual Report Investing for Growth Advancing Innovation Delivering Shareholder Value Since Curtiss-Wright was first listed on the New York Stock Exchange in 1929, we have reached remarkable heights by addressing the most difficult challenges of the day, and we continued our ascent in 2019. Curtiss-Wright Corporation is a global diversified industrial company built on long-standing customer relationships, leading market positions and innovative technologies. Our legacy dates back to 1929 with the merger of companies founded by aviation pioneers Glenn Curtiss and the Wright Brothers. Headquartered in Davidson, N.C., our team of approximately 9,100 employees is dedicated to providing highly-engineered, advanced solutions that uniquely meet the complex needs of today’s commercial, industrial, defense and power markets. SALES ($M) 1 OPERATING MARGIN 1 DILUTED EPS 1 FREE CASH FLOW ($M) 2 $2,271 $2,412 $2,490 15.8% 16.5% 14.7% $7.27 $6.37 $336 $333 $371 $4.96 2017 2018 2019 2017 2018 2019 2017 2018 2019 2017 2018 2019 1Adjusted financials are defined as Reported Sales, Operating Margin and Diluted EPS under GAAP excluding the impact of first year purchase accounting costs associated with acquisitions, specifically one-time inventory step-up, backlog amortization and transaction costs, as well as one-time transition and IT security costs related to the relocation of the DRG business. 2Adjusted Free Cash Flow (FCF) is defined is cash flow from operations less capital expenditures, and excludes a 2019 capital investment in the Power segment related to the new, state-of-the-art naval facility principally for DRG and 2018 contribution of $50 million to the Company’s corporate defined benefit pension plan. t r o p e R l a u n n A 9 1 0 2 | t h g i r W - s s i t r u C 1 0 $3.75 NYSE 9 2 9 1 $0.64 NYSE 0 4 9 1 Curtiss-Wright’s $220M initial public offering on New York Stock Exchange (NYSE) as largest aviation company in the U.S. Wall Street Crash of 1929 concludes with Dow Jones Industrial Average falling 23% over two days (Black Tuesday) August 22, 1929 October 24, 1929 Curtiss P-36 Hawk Fighter Plane developed, leading to largest peacetime aircraft order ever given by Army Air Corps Curtiss-Wright’s infamous P-40 War Hawk flies first combat mission; Total war-time production of 13,738 planes Japanese aircraft launch surprise attack on the major U.S. naval base at Pearl Harbor in Hawaii, leading to U.S. entry into WWII October 1, 1937 June 1, 1941 December 7, 1941 $2.19 NYSE $1.00 NYSE 0 5 9 1 t r o p e R l a u n n A 9 1 0 2 | Curtiss-Wright employs 180,000 workers, ranks second among U.S. corporations in value of wartime production contracts (behind only General Motors) January 1, 1942 Curtiss-Wright wins contract from United Airlines to provide first modern flight simulators for commercial aircraft pilots The USS Nautilus, the world’s first nuclear- powered submarine, is put to sea The first commercial nuclear power plant is commissioned in Shippingport, PA June 30, 1954 January 17, 1955 May 26, 1958 t h g i r W - s s i t r u C 3 0 $3.29 NYSE $1.97 NYSE 0 6 9 1 Curtiss-Wright acquires Target Rock Corporation - marking the Company’s entry into the U.S. Navy and commercial nuclear markets The USS Enterprise (CVN-65) becomes the first nuclear-powered aircraft carrier Curtiss-Wright receives first order for valves supporting commercial nuclear power plants Curtiss-Wright acquires Metal Improvement Company, critical provider of shot peening services to industrial and aerospace customers January 1, 1961 November 25, 1961 June 30, 1967 January 2, 1968 $3.44 NYSE 0 7 9 1 0 8 9 1 t r o p e R l a u n n A 9 1 0 2 | The Apollo 11 Moon Landing. Curtiss-Wright shot peened the foot pads on the lunar module Curtiss-Wright licensed the Wankel rotary engine for automobile applications, later adapted for flight testing Curtiss-Wright receives commercial contracts to peen-form wing skins for the complete family of McDonnell-Douglas transports, as well as the British Aerospace/ Airbus Industrie consortium’s (then) next-generation A320 airplane July 20, 1969 November 2, 1970 June 30, 1988 t h g i r W - s s i t r u C 5 0 $4.61 NYSE 0 9 9 1 $9.08 NYSE 1999 200 BEST S M A L L C O M P A N I E S $12.69 NYSE 0 0 0 2 Curtiss-Wright issues a special cash dividend of $30 per share to its shareholders August 15, 1990 Emergence of the World Wide Web as a publicly-available Internet service August 6, 1991 Global Hawk Unmanned Aerial Vehicle (UAV) takes its first flight, included main mission computer developed by Curtiss-Wright Curtiss-Wright included in Forbes magazine’s list of America’s 200 Best Small Companies for 1999 Islamic extremist group al-Qaeda hijacks four airplanes and carries out attacks against targets in the United States February 28, 1998 November 1, 1999 September 11, 2001 $140.89 NYSE $100.00 NYSE $47.43 NYSE d e v r e s e r s t h g i r l l A l . y n a p m o C r e w o P r a e c u N n e m n a S © o t o h P 0 1 0 2 9 1 0 2 t r o p e R l a u n n A 9 1 0 2 | Curtiss-Wright signs contract with Westinghouse to provide reactor coolant pumps for AP1000 commercial nuclear power plants in China July 24, 2007 ‘One Curtiss-Wright’ vision established at investor day event in New York; Focus on top-quartile metrics December 11, 2013 Curtiss-Wright added to the S&P Mid-Cap 400 Index; Market capitalization crosses $4 Billion January 22, 2016 Curtiss-Wright concludes its 90th year of trading with a market capitalization exceeding $6 Billion December 31, 2019 t h g i r W - s s i t r u C 7 0 Dear Fellow Shareholders: 90 years of powerful performance speaks to the historic achievements and contributions of Curtiss-Wright throughout its storied past. 2019 marked an exciting milestone in our Company’s history as we celebrated the 90th anniversary of our original 1929 listing on the New York Stock Exchange. Our enduring focus on innovation and growth has driven sustained strong financial performance required to maintain leadership positions in our key defense and commercial markets. From the early days of flight to the unmanned capabilities of today, Curtiss-Wright has maintained a steady investment in its people, operations and technologies to achieve prominent positions in our markets. As displayed throughout the timeline on the preceding pages, our dedication to innovation has propelled Curtiss-Wright’s involvement in many industry firsts, where we have delivered can-not-fail technologies supporting: • the first commercial jet • the first nuclear submarine and aircraft carrier • the first commercial nuclear power plant, and • the first lunar module Today, our unrelenting drive is characterized by our steady pursuit of operational excellence to achieve and maintain top quartile performance within our peer group, as well as the necessary financial discipline to deliver profitable growth. 2019 FINANCIAL PERFORMANCE 2019 was an exceptional year for Curtiss-Wright as we executed against our strategic priorities and achieved top quartile performance across most key financial metrics. By leveraging strong sales growth in our defense markets and the benefits of our ongoing margin improvement initiatives, we achieved solid results led by strong free cash flow generation and continued operating margin expansion. 0 4 9 1 P-40 Warhawk During World War II, Curtiss-Wright built more than 13,700 P-40 fighters, including those flown by the famous Flying Tigers. F-35 Lightning II Today, Curtiss-Wright’s high-performance technologies can be found onboard some of the world’s most recognized military aircraft, including the F-35 Joint Strike Fighter. 9 1 0 2 $371M Free Cash Flow 16.5% Operating Margin Net sales increased 3% to $2.5 billion, led by robust growth in the aerospace and naval defense markets, including the contribution from acquisitions, as well as higher sales in the commercial aerospace market. Those gains allowed us to overcome slower economic and market conditions in several of our industrial businesses. We generated a 7% increase in adjusted operating income, and strong margin expansion of 70 basis points to achieve an adjusted operating margin of 16.5%. This performance reflects solid execution in all three segments and the benefits of our ongoing margin improvement initiatives, despite an $8 million incremental increase in research and development (R&D) investments in 2019. We achieved record adjusted diluted earnings per share of $7.27, an increase of 14%, reflecting our overall strong operational performance, and the benefits of steady share buyback activity. In addition, we generated $371 million in adjusted free cash flow, driving an adjusted free cash flow conversion of 121%, led by the strong cash earnings and our continued efforts to reduce working capital. New orders increased 6%, principally led by strong demand in naval defense. t r o p e R l a u n n A 9 1 0 2 | t h g i r W - s s i t r u C 9 0 Celebrating 90 Years as a publicly-traded company! On August 23, 2019, Curtiss-Wright Corporation commemorated the 90th anniversary of its listing on the New York Stock Exchange (NYSE) by ringing the Closing Bell®. Curtiss-Wright is the 56th longest continuously listed company on the NYSE since it began trading on August 22, 1929. Our successes in 2019 keep us on track to attain our long-term targets... We maintain a strong and healthy balance sheet, with approximately $1.8 billion available at the end of 2019 to support acquisitions, providing the financial flexibility that will enable us to continue to pursue our long-term growth strategies. Our successes in 2019 keep us on track to attain our long-term targets for the three-year period ending in 2021: • 5 - 7% Total Sales CAGR (led by a renewed focus on delivering top-line growth) • 17% Adjusted Operating Margin (inclusive of acquisitions and strategic investments) • 10% Adjusted diluted EPS CAGR (goal to deliver $8.50 in diluted EPS), and • $1 Billion in cumulative Free Cash Flow (with 110% average free cash flow conversion). DISCIPLINED CAPITAL ALLOCATION Curtiss-Wright’s robust free cash flow generation and strong balance sheet enables a balanced capital allocation strategy that includes strategic acquisitions, consistent returns to our shareholders, and operational investments to drive our future growth. We completed two acquisitions in 2019 - Tactical Communications Group (TCG) for $50 million and 901D Holdings (901D) for $135 million - that are expected to support our long-term financial objectives. TCG’s leading-edge, tactical data link software solutions are used by the military for the transmission and exchange of real- time, secure wireless communications. This acquisition yields significant opportunities for growth by enhancing our existing flight test instrumentation offering with complementary tactical data link processing software, analytics and visualization capabilities. Curtiss-Wright’s share price has appreciated 3,657% since its initial public offering on August 22, 1929 901D is a trusted and proven supplier of ruggedized naval shipboard enclosure solutions, integrated electronic systems, and subsystems, and is known for its best-in-class design and engineering technologies dedicated to protecting electronic systems from harsh shock, vibration and thermal environments. Their solutions are utilized in mission- critical applications to protect servers, weapons systems and other hardware aboard U.S. Navy aircraft carriers, submarines and surface ships. state-of-the-art facility near Charleston, South Carolina. DRIVING PROFITABLE GROWTH I look forward to Curtiss-Wright’s achievements in 2020 and remain excited for the future. We are focused on growing our business organically and through strategic acquisitions, while also investing in critical technologies to ensure industry leadership. We will deliver on the One Curtiss-Wright vision to improve our operational efficiency through a continuation of the margin improvement initiatives which began in 2013. We maintained an active share buyback program. Since 2013, we have spent approximately $765 million to repurchase shares and reduced our share count by approximately 9 million shares. We expect to repurchase at least $50 million in shares in 2020. We have also maintained a steady pace of dividend payouts, including a 13% increase in the quarterly dividend during 2019. Our continued ability to deliver solid earnings growth and free cash flow have enabled us to consistently provide a steady and solid return to our shareholders. We are continuing to invest in organic growth, with another $10 million incremental increase in research and development investment planned for 2020. In addition, we will complete the relocation of our DRG business to our new, Photo © New York Stock Exchange Finally, we remain committed to achieving our three-year financial targets as well as providing steady distributions to our shareholders to deliver long-term shareholder value. IN RECOGNITION As always, I would like to thank our approximately 9,100 global employees for their untiring efforts and hard work for making this past year a strong success, and for the tens of thousands of employees who have made this 90-year journey possible. t r o p e R l a u n n A 9 1 0 2 | David C. Adams Chairman and Chief Executive Officer t h g i r W - s s i t r u C 1 1 Segment Financial Information Years ended December 31 (Dollars in millions, except percentages; unaudited) Sales Commercial/Industrial Defense Power Total Sales Operating Income (Expense) Commercial/Industrial Defense Power Total Segments Corporate & Other Total Operating Income Operating Margins Commercial/Industrial Defense Power Segment Margins Total Operating Margins Note: Amounts may not add to the total due to rounding. End Market Sales (2019) 2019 2018 Change 3% 5% 3% 3% 8% 1% 14% 7% 3% 8% $ 1,239.9 $ 1,209.2 579.3 668.8 554.4 648.3 $ 2,488.0 $ 2,411.8 $ $ $ 196.5 $ 182.7 129.7 113.0 439.1 (35.1) 404.0 $ $ 128.4 98.9 410.0 (36.3) 373.6 15.8% 22.4% 16.9% 17.6% 16.2% 15.1% 23.2% 15.2% 17.0% 15.5% 43% Defense 24% General Industrial 17% Commercial Aerospace 16% Power Generation Historical Financial Performance (Three-Year Review) Years ended December 31 (Dollars in millions, except per share data; unaudited) Performance Net Sales Operating Income Operating Margin Net Earnings Earnings Per Share Basic Diluted Dividends Per Share Year-end Financial Position Return on Invested Capital 1 New Orders Backlog Working Capital as % of Sales 2 Total Assets Total Debt Stockholders’ Equity Other Year-end Data Cash Flow from Operations Capital Expenditures Free Cash Flow 3 EBITDA Depreciation & Amortization Shares of Stock Outstanding at December 31 Number of Registered Shareholders 4 Number of Employees 4 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2019 2,488.0 404.0 16.2% 307.6 7.20 7.15 0.66 15.1% 2,579.6 2,166.8 20.0% 3,764.3 760.6 1,774.4 421.4 69.8 351.7 506.4 102.4 42.7 3,150 9,125 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2018 2,411.8 373.6 15.5% 275.7 6.28 6.22 0.60 14.9% 2,426.7 2,032.5 19.4% 3,255.4 762.6 1,530.8 336.3 53.4 282.9 476.6 102.9 42.8 3,220 9,002 2017 2,271.0 325.1 14.3% 214.9 4.86 4.80 0.56 13.6% 2,290.2 2,011.1 18.5% 3,236.3 814.1 1,527.8 388.7 52.7 336.0 425.1 100.0 44.1 3,532 8,626 Note: Amounts may not add due to rounding. 1 Return on invested capital is equal to net operating profit after-tax over two-year average net debt plus equity. 2 Working capital is equal to accounts receivable plus inventory minus accounts payable, deferred income and deferred development costs, and excludes first year impact from acquisitions. 3 Free cash flow is defined as cash flow from operations less capital expenditures. 4 Actual number, not in millions. t r o p e R l a u n n A 9 1 0 2 | t h g i r W - s s i t r u C 3 1 Directors Officers David C. Adams Chairman and Chief Executive Officer Glenn E. Tynan Vice President and Chief Financial Officer Thomas P. Quinly Vice President and Chief Operating Officer Paul J. Ferdenzi Vice President, General Counsel, and Corporate Secretary Harry S. Jakubowitz Vice President and Treasurer K. Christopher Farkas Vice President of Finance and Corporate Controller David C. Adams Chairman and Chief Executive Officer; Director, Snap-On Incorporated Dean M. Flatt Former President and Chief Operating Officer of Honeywell International’s Defense and Space Business; Director, Ducommun, Inc. and National Technical Systems, Inc. S. Marce Fuller Former President and Chief Executive Officer of Mirant Corporation, Inc. (formerly known as Southern Energy, Inc.) Bruce D. Hoechner President and Chief Executive Officer, and a Director, of Rogers Corporation Glenda J. Minor Chief Executive Officer and Principal of Silket Advisory Services; Director, Albemarle Corporation John B. Nathman Admiral, U.S. Navy (Ret.), Former Deputy Chief of Naval Operations Robert J. Rivet Former Executive Vice President, Chief Operations, and Administrative Officer of Advanced Micro Devices, Inc. Albert E. Smith Former Executive Vice President of Lockheed Martin Corporation; Former Director, Tetra Tech, Inc. Peter C. Wallace Former Chief Executive Officer and Director of Gardner Denver Inc.; Director, Applied Industrial Technologies, Inc. and Rogers Corporation 90 YEARS OF POWERFUL PERFORMANCE 2019 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 (State or other jurisdiction of incorporation or organization) 130 Harbour Place Drive, Suite 300 Davidson, North Carolina (Address of principal executive offices) 13-0612970 (I.R.S. Employer Identification No.) 28036 (Zip Code) Registrant’s telephone number, including area code: (704) 869-4600 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:58) No (cid:134) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:134) No (cid:58) 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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:58) No (cid:134) 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 (cid:58) No (cid:134) 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 (cid:58) Non-accelerated filer (cid:134) Accelerated filer (cid:134) Smaller reporting company (cid:134) Emerging growth company (cid:134) 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. (cid:134) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:134) No (cid:58) The aggregate market value of the voting and non-voting Common stock held by non-affiliates of the Registrant as of June 30, 2019 was approximately $4.7 billion. The number of shares outstanding of the Registrant’s Common stock as of January 31, 2020: Class Common stock, par value $1 per share Number of shares 42,708,603 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement of the Registrant with respect to the 2020 Annual Meeting of Stockholders to be held on May 7, 2020 are incorporated by reference into Part III of this Form 10-K. 1 5 15 15 15 15 16 18 19 34 35 77 77 77 78 78 78 78 78 79 83 84 INDEX TO FORM 10-K PART I Business Item 1. Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. Properties Legal Proceedings Mine Safety Disclosures Item 5. Item 6. Item 7. PART II Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Item 8. Changes in and Disagreements with Accountants on Accounting and Item 9. Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Item 12. Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Item 15. Exhibits, Financial Statement Schedule Schedule II – Valuation and Qualifying Accounts Signatures PART IV i PART I FORWARD-LOOKING STATEMENTS Except for historical information, this Annual Report on Form 10-K may be deemed to contain “forward-looking statements” within the meaning of the Private 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, (d) the effect of laws, rules, regulations, new accounting pronouncements, and outstanding litigation on our business and future performance, and (e) 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. In addition, other risks, uncertainties, assumptions, and factors that could affect our results and prospects are described in this report, including under the heading “Item 1A. Risk Factors” and elsewhere, and may further be described in our prior and future filings with the Securities and Exchange Commission and other written and oral statements made or released by us. Such forward-looking statements in this Annual Report on Form 10-K include, without limitation, those contained in Item 1. Business, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8. Financial Statements and Supplementary Data, including, without limitation, the Notes to Consolidated Financial Statements. 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. ii Item 1. Business. BUSINESS DESCRIPTION Curtiss-Wright Corporation and its subsidiaries (we, the Corporation, or the Company) is a global, diversified manufacturing and service company that designs, manufactures, and overhauls precision components and provides highly engineered products and services to the defense, general industrial, commercial aerospace, and power generation markets. We were formed in 1929 by the merger of companies founded by the Wright brothers and Glenn Curtiss, who were aviation pioneers. We are incorporated under the laws of the State of Delaware and headquartered in Davidson, North Carolina. Our common stock is listed on the New York Stock Exchange (NYSE) and trades under the symbol CW. We expect that the diversification and breadth of our portfolio should improve our competitive positions in our core markets, mitigate the impact of business cycle volatility, and allow us to drive growth in new products and markets. We seek to leverage and build upon our critical mass to expand our global manufacturing capabilities, sales channels, and customer relationships. We strive for consistent organic sales growth, operating margin expansion, and free cash flow generation, while maintaining a disciplined capital deployment strategy in order to drive long-term shareholder value. We are well positioned on high-performance platforms and critical applications that require our technical sophistication and benefit from decades of engineering expertise. Our technologies are relied upon to improve safety, operating efficiency, and reliability, while meeting demanding performance requirements. Our ability to provide these advanced technologies on a cost-effective basis is fundamental to our strategy to drive increased value to our customers. We compete globally, primarily based on technology and pricing. Business Segments We manage and evaluate our operations based on the products and services we offer and the different markets we serve. Based on this approach, we operate through three segments: Commercial/Industrial, Defense, and Power. Our principal domestic manufacturing facilities are located in Arizona, New York, North Carolina, Ohio, Pennsylvania, and South Carolina, and internationally in Canada, Mexico, and the United Kingdom. Commercial / Industrial Sales in the Commercial/Industrial segment are primarily to the general industrial and commercial aerospace markets and, to a lesser extent, the defense and power generation markets. The businesses in this segment provide a diversified offering of highly engineered products and services including: industrial vehicle products, such as electronic throttle control devices, joysticks, and transmission shifters, sensors, controls, and electro-mechanical actuation components and utility systems used on commercial aircraft, severe-service valves to the industrial market, and surface technology services, such as shot peening, laser peening, coatings, and advanced analytical testing. The industrial businesses within our Commercial/Industrial segment are impacted primarily by general economic conditions, which may include consumer consumption or commercial construction rates, as the nature of their products and services primarily support global industrial, oil and gas, commercial vehicles, medical, and transportation industries. The commercial aerospace business, in particular, is impacted by OEM production rates of new aircraft, while the defense business is impacted by government funding and spending on new programs, primarily driven by the U.S. Government. As commercial industrial businesses, production and service processes rest primarily within material modification, machining, assembly, and testing and inspection at commercial grade specifications. The businesses distribute products through commercial sales and marketing channels. Defense Sales in the Defense segment are primarily to the defense markets and, to a lesser extent, the commercial aerospace market. The businesses in this segment provide a diversified offering of products including: Commercial Off-the-Shelf (COTS) embedded computing board-level modules, data acquisition and flight test instrumentation equipment, integrated subsystems, instrumentation and control systems, turret aiming 1 and stabilization products, and weapons handling systems. The businesses within our Defense segment are impacted primarily by government funding and spending, driven primarily by the U.S. Government. Our products typically support government entities in the aerospace defense, ground defense, and naval defense industries. As a result, we have varying degrees of content on most fighter jets, helicopters, unmanned aerial vehicles (UAVs), ground vehicle platforms, and nuclear and non-nuclear surface ships and submarines. Additionally, we provide avionics and electronics, flight test equipment, and aircraft data management solutions to the commercial aerospace market. Our defense businesses supporting government contractors typically utilize more advanced and ruggedized production and service processes compared to our commercial businesses and have more stringent specifications and performance requirements. The businesses in this segment typically market and distribute products through regulated government contracting channels. Power Sales in the Power segment are primarily to the commercial nuclear power generation and naval defense markets. For the commercial markets, we provide a diversified offering of products for commercial nuclear power plants and nuclear equipment manufacturers, including hardware, pumps, valves, fastening systems, specialized containment doors, airlock hatches, and spent fuel management products. We also provide Reactor Coolant Pumps (RCPs) and control rod drive mechanisms for commercial nuclear power plants, most notably to support the Westinghouse AP1000 reactor design. The businesses are dependent upon the need for ongoing maintenance, repair and overhaul of existing operating power plants, typically to U.S. customers, as well as the construction of new power plants globally. The businesses distribute products through commercial sales and marketing channels and are impacted by pricing and demand for various forms of energy (e.g. coal, natural gas, oil, and nuclear) and also subject to changes in regulation which may impact demand, consumption, and underlying supply. For the defense markets, our products support the naval defense market, in which we specifically provide naval propulsion and auxiliary equipment, including main coolant pumps, power-dense compact motors, generators, steam turbines, valves, and secondary propulsion systems, primarily to the U.S. Navy. We also provide ship repair and maintenance for the U.S. Navy’s Atlantic and Pacific fleets through three service centers. The defense businesses in this segment are impacted by government funding and spending on shipbuilding programs, primarily driven by the U.S. Government. OTHER INFORMATION Certain Financial Information For information regarding sales by geographic region, see Note 17 to the Consolidated Financial Statements contained in Part II, Item 8, of this Annual Report on Form 10-K. In 2019, 2018, and 2017, our foreign operations as a percentage of pre-tax earnings were 31%, 39%, and 40%, respectively. Government Sales Our sales to the U.S. Government and foreign government end use represented 43%, 40%, and 39% of total net sales during 2019, 2018, and 2017, respectively. In accordance with normal U.S. Government business practices, contracts and orders are subject to partial or complete termination at any time at the option of the customer. In the event of a termination for convenience by the government, there generally are provisions for recovery of our allowable incurred costs and a proportionate share of the profit or fee on the work completed, consistent with regulations of the U.S. Government. Fixed-price redeterminable contracts usually provide that we absorb the majority of any cost overrun. In the event that there is a cost underrun, the customer recoups a portion of the underrun based upon a formula in which the customer’s portion increases as the underrun exceeds certain established levels. Generally, long-term contracts with the U.S. Government require us to invest in and carry significant levels of inventory. However, where allowable, we utilize progress payments and other interim billing practices on nearly all of these contracts, thus reducing working capital requirements. It is our policy to seek customary 2 progress payments on certain contracts. Where we obtain such payments under U.S. Government prime contracts or subcontracts, the U.S. Government generally has control of the materials and work in process allocable or chargeable to the respective contracts. (See Notes 1, 4, and 5 to the Consolidated Financial Statements, contained in Part II, Item 8, of this Annual Report on Form 10-K). Customers We have hundreds of customers in the various industries we serve. No commercial customer accounted for more than 10% of our total net sales during 2019, 2018, or 2017. Approximately 38% of our total net sales for 2019, 34% for 2018, and 33% for 2017 were derived from contracts with agencies of, and prime contractors to, the U.S. Government. Information on our sales to the U.S. Government, including both direct sales as a prime contractor and indirect sales as a subcontractor, is as follows: (In thousands) Commercial/Industrial Defense Power Total U.S. Government sales Patents Year Ended December 31, 2019 $218,094 397,055 321,556 $936,705 2018 $191,036 362,776 261,188 $815,000 2017 $178,202 369,977 191,733 $739,912 We own and license a number of United States and foreign patents and patent applications, which have been obtained or filed over a period of years. We also license intellectual property to and from third parties. Specifically, the U.S. Government receives licenses to our patents that are developed in performance of government contracts, and it may use or authorize others to use the technology covered by such patents for government purposes. Additionally, trade secrets, unpatented research and development, and engineering, some of which have been acquired by the company through business acquisitions, make an important contribution to our business. While our intellectual property rights in the aggregate are important to the operation of our business, we do not consider the success of our business or business segments to be materially dependent upon the timing of expiration or protection of any one or group of patents, patent applications, or patent license agreements under which we now operate. 3 Executive Officers Name David C. Adams Current Position Chairman and Chief Executive Officer Thomas P. Quinly Vice President and Chief Operating Officer Business Experience Chairman and Chief Executive Officer of the Corporation since January 2015. Prior to this, he served as President and Chief Executive Officer of the Corporation from August 2013. He also served as President and Chief Operating Officer of the Corporation from October 2012 and as Co-Chief Operating Officer of the Corporation from November 2008. He has been a Director of the Corporation since August 2013. Vice President of the Corporation since November 2010 and Chief Operating Officer of the Corporation since October 2013. He also served as President of Curtiss-Wright Controls, Inc. from November 2008. Glenn E. Tynan Paul J. Ferdenzi Vice President and Chief Financial Officer Vice President and Chief Financial Officer of the Corporation since June 2002. Vice President, General Counsel, and Corporate Secretary K. Christopher Farkas Vice President of Finance and Corporate Controller Harry S. Jakubowitz Vice President and Treasurer Vice President, General Counsel, and Corporate Secretary of the Corporation since March 2014. Prior to this, he served as Vice President-Human Resources of the Corporation from November 2011 and also served as Associate General Counsel and Assistant Secretary of the Corporation from June 1999 and May 2001, respectively. Vice President of Finance since December 2017. Prior to this, he served as Vice President and Corporate Controller of the Corporation from September 2014 and also served as Assistant Corporate Controller from May 2009. Vice President of the Corporation since May 2007 and Treasurer of the Corporation since September 2005. 4 Age 65 Executive Officer Since 2005 61 2010 61 2000 52 2011 51 2014 67 2007 Employees At the end of 2019, we had approximately 9,100 employees, 7% of which are represented by labor unions and covered by collective bargaining agreements. Available information We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements for our annual stockholders’ meetings, as well as any amendments to those reports, with the Securities and Exchange Commission (SEC). The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including our filings. These reports are also available free of charge through the Investor Relations section of our web site at www.curtisswright.com as soon as reasonably practicable after we electronically file. Item 1A. Risk Factors. We have summarized the known, material risks to our business below. Our business, financial condition, and results of operations and cash flows could be materially and adversely impacted if any of these risks materialize. Additional risk factors not currently known to us or that we believe are immaterial may also impair our business, financial condition, and results of operations and cash flows. The risk factors below should be considered together with information included elsewhere in this Annual Report on Form 10-K as well as other required filings by us to the Securities Exchange Commission, such as our Form 10-Q’s, Form 8-K’s, proxy statements for our annual shareholder meetings, and subsequent amendments, if any. Intrusion on our systems could damage our business. We store sensitive data, including intellectual property, proprietary business information, and confidential employee information on our servers and databases. Various privacy and securities laws require us to manage and protect sensitive and confidential information, including personal data of our employees, from disclosure. For example, the European Union’s General Data Protection Regulation, which became effective in May 2018, extends the scope of the European Union data protection laws to all companies processing data of European Union residents, regardless of the company’s location. Despite our implementation of firewalls, switchgear, and other network security measures, our servers, databases, and other systems may be vulnerable to computer hackers, physical or electronic break-ins, sabotage, computer viruses, worms, and similar disruptions from unauthorized tampering with our computer systems. We continue to review and enhance our computer systems as well as provide training to our employees in an attempt to prevent unauthorized and unlawful intrusions, but in the future it is possible that we may not be able to prevent all intrusions. Such intrusions could result in our network security or computer systems being compromised and possibly result in the misappropriation or corruption of sensitive information or cause disruptions in our services. While we carry cyber insurance, we still may be required to expend significant capital and resources to protect against, remediate, or alleviate problems caused by such intrusions. Any such intrusion could cause us to be non-compliant with applicable laws or regulations, subject us to legal claims or proceedings, disrupt our operations, damage our reputation, and cause a loss of confidence in our products and services, any of which could have a material adverse effect on our business, financial condition, and results of operations. Our future growth and continued success is dependent upon our key personnel. Our success is dependent upon the efforts of our senior management personnel and our ability to attract and retain other highly qualified management and technical personnel. We face competition for management and qualified technical personnel from other companies and organizations. Therefore, we may not be able to retain our existing management and technical personnel or fill new management or technical positions or vacancies created by expansion or turnover at our existing compensation levels. Although we have entered into change of control agreements with some members of senior management, we do not have employment contracts with our key executives. As some of our key executives approach retirement age, we have made a concerted effort to reduce the effect of the loss of our senior management personnel through management succession planning. However, we may be required to devote significant time and resources to identify and integrate key new personnel should key management losses occur earlier than anticipated. The loss of members of our senior management and qualified technical personnel could have a material adverse effect on our business. 5 Implementing our acquisition strategy involves risks, and our failure to successfully implement this strategy could have a material adverse effect on our business. As part of our capital allocation strategy, we aim to grow our business by selectively pursuing acquisitions to supplement our organic growth. We are continuing to actively pursue additional acquisition opportunities, some of which may be material to our business and financial performance. Although we have been successful with this strategy in the past, we may not be able to grow our business in the future through acquisitions for a number of reasons, including: • Encountering difficulties identifying and executing acquisitions; • Increased competition for targets, which may increase acquisition costs; • Consolidation in our industry, reducing the number of acquisition targets; • Competition laws and regulations preventing us from making certain acquisitions; and • Acquisition financing not being available on acceptable terms or at all. In addition, there are potential risks associated with growing our business through acquisitions, including the failure to successfully integrate and realize the expected benefits of an acquisition. For example, with any past or future acquisition, there is the possibility that: • The business culture of the acquired business may not match well with our culture; • Technological and product synergies, economies of scale, or cost reductions may not occur as expected; • Management may be distracted from overseeing existing operations by the need to integrate acquired businesses; • We may acquire or assume unexpected liabilities; • We may experience unforeseen difficulties in integrating operations and systems; • We may fail to retain or assimilate employees of the acquired business; • We may experience problems in retaining customers or integrating customer bases; and • We may encounter difficulties in entering new markets in which we may have little or no experience. Failure to successfully implement our acquisition strategy, including successfully integrating acquired businesses, could have a material adverse effect on our business, financial condition, and results of operations. Our business, financial condition, and results of operations could be materially adversely affected if the United States were to withdraw from or materially modify certain international trade agreements, or if tariffs or other restrictions on the foreign-sourced goods that we sell were to increase. A significant portion of our business activities are conducted in foreign countries, including Mexico and Canada. Our business benefits from free trade agreements such as the North American Free Trade Agreement (NAFTA) and also relies on various U.S. corporate tax provisions related to international commerce as we build, market, and sell our products globally. On November 30, 2018, President Trump signed the United States-Mexico-Canada Agreement (USMCA) to replace NAFTA. The USMCA maintains duty-free access for most products and leaves most key provisions of the NAFTA agreement largely intact. The USMCA has been approved by the U.S. and Mexico, but still requires approval by Canada’s Parliament before becoming effective. Additionally, in December 2018, President Trump announced his intention for the United States to withdraw from NAFTA. The outcome of the approval process is uncertain, but it is possible that withdrawal from NAFTA or failure of Canada’s Parliament to approve the USMCA could cause an increase in customs duties. This in turn could adversely affect intercompany transactions among our operating subsidiaries in Canada, Mexico, and the U.S., as well as increase transaction costs with third-party suppliers and customers. 6 Furthermore, the current administration has threatened to impose more stringent trade terms with China and other countries. Despite the execution of the trade deal between the U.S. and China in January 2020, tariffs in some cases will remain in place, albeit at a lower rate. All of this could lead to increased costs and diminished sales opportunities in the U.S. and China markets. Media and political reactions in the affected countries could potentially exacerbate the impact on our operations in those countries. The U.S. Administration’s assertive trade policies could result in further conflicts with U.S. trading partners, which could affect our supply chains, sourcing, and markets. Foreign countries may impose additional burdens on us through the use of local regulations, tariffs, or other requirements, which could increase our operating costs in those foreign jurisdictions. At this time, it remains unclear what actions, if any, President Trump will take with respect to other international trade agreements as well as U.S. tax provisions related to international commerce. A substantial portion of our revenues and earnings depends upon the continued willingness of the U.S. Government and other customers in the defense industry to buy our products and services. In 2019, approximately 38% of our total net sales were derived from or related to U.S. defense programs. U.S. defense spending has historically been cyclical, and defense budgets tend to rise when perceived threats to national security increase the level of concern over the country’s safety. At other times, spending by the military can decrease. In August 2011, Congress enacted the Budget Control Act of 2011 (BCA), which imposed spending caps and certain reductions in defense spending over a ten-year period through 2021. These spending caps and reductions, referred to as sequestration, went into effect in March 2013. Through a series of bipartisan agreements, Congress has been able to temporarily lift discretionary spending limits every year through 2019. On August 2, 2019, President Trump signed the Bipartisan Budget Act of 2019 (BBA) into law, which raised the BCA budget caps for both defense and non-defense spending in 2020 and 2021. The BBA also temporarily suspends the public debt limit through July 31, 2021. However, the BCA remains in place, extended through 2029. Absent additional legislative or other remedial action, the sequestration could require reduced U.S. federal government spending from fiscal 2022 through fiscal 2029. As a result of this uncertainty, a decrease in U.S. Government defense spending or changes in spending allocation could result in one or more of our programs being reduced, delayed, or terminated. In the event that one or more of our programs are reduced, delayed, or terminated for which we provide products and services and are not offset by revenues from foreign sales, new programs, or products or services that we currently manufacture or provide, we may experience a reduction in our revenues and earnings and a material adverse effect on our business, financial condition, and results of operations. As a U.S. Government contractor, we are subject to a number of procurement rules and regulations. We must comply with and are affected by laws and regulations relating to the award, administration, and performance of U.S. Government contracts. Government contract laws and regulations affect how we do business with our customers and, in some instances, impose added costs on our business. A violation of specific laws and regulations could result in the imposition of fines and penalties, the termination of our contracts, or debarment from bidding on contracts. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks, or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation. It could also result in our progress payments being withheld. In some instances, these laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions. For example, the U.S. Government may terminate any of our government contracts and, in general, subcontracts, at its convenience as well as for default based on performance. Upon termination for convenience of a fixed-price type contract, we normally are entitled to receive the purchase price for delivered items, reimbursement for allowable costs for work-in-process, and an allowance for profit on work actually completed on the contract or adjustment for loss if completion of performance would have resulted in a loss. Upon termination for convenience of a cost reimbursement contract, we normally are entitled to reimbursement of allowable costs plus a portion of the fee. Such allowable costs would normally include our cost to terminate agreements with our suppliers and subcontractors. The amount of the fee recovered, if any, is related to the portion of the work accomplished prior to termination and is determined by negotiation. 7 A termination arising out of our default could have a material adverse effect on our ability to compete for future contracts and orders. In addition, on those contracts for which we are teamed with others and are not the prime contractor, the U.S. Government could terminate a prime contract under which we are a subcontractor, irrespective of the quality of our services as a subcontractor. Our U.S. Government contracts typically span one or more base years and multiple option years. The U.S. Government generally has the right to not exercise option periods and may not exercise an option period if the agency is not satisfied with our performance on the contract or does not receive funding to continue the program. U.S. Government procurement may adversely affect our cash flow or program profitability. Furthermore, we are subject to other risks in connection with government contracts, including without limitation: • • the frequent need to bid on programs prior to completing the necessary design, which may result in unforeseen technological difficulties and/or cost overruns; the difficulty in forecasting long-term costs and schedules and the potential obsolescence of products related to long-term, fixed price contracts; • contracts with varying fixed terms that may not be renewed or followed by follow-on contracts upon expiration; • cancellation of the follow-on production phase of contracts if program requirements are not met in the development phase; and • the fact that government contract wins can be contested by other contractors. Our operations are subject to numerous domestic and international laws, regulations, and restrictions. Noncompliance with these laws, regulations, and restrictions could expose us to fines, penalties, suspension, or debarment, which could have a material adverse effect on our profitability and overall financial condition. We have contracts and operations in many parts of the world subject to United States and foreign laws and regulations, including the False Claims Act, regulations relating to import-export control (including the International Traffic in Arms Regulation promulgated under the Arms Export Control Act), technology transfer restrictions, repatriation of earnings, exchange controls, the Foreign Corrupt Practices Act, the U.K. Anti-Bribery Act, and the anti-boycott provisions of the U.S. Export Administration Act. Although we have implemented policies and procedures and provided training that we believe are sufficient to address these risks, we cannot guarantee that our operations will always comply with these laws and regulations. From time to time, we may file voluntary disclosure reports with the U.S. Department of State, the Department of Energy, and the Department of Commerce regarding certain violations of U.S. export control laws and regulations discovered by us in the course of our business activities, employee training, or internal reviews and audits. To date, our voluntary disclosures have not resulted in a fine, penalty, or export privilege denial or restriction that has had a material adverse impact on our financial condition or ability to export. Our failure, or failure by our sales representatives or consultants to comply with these laws and regulations could result in administrative, civil, or criminal liabilities and could, in the extreme case, result in suspension or debarment from government contracts or suspension of our export privileges, which could have a material adverse effect on our business. The airline industry is heavily regulated, and if we fail to comply with applicable requirements, our results of operations could suffer. Governmental agencies throughout the world, including the U.S. Federal Aviation Administration (FAA) and the European Aviation Safety Agency, prescribe standards and qualification requirements for aircraft components, including virtually all commercial airline and general aviation products. Specific regulations vary from country to country, although compliance with FAA requirements generally satisfies regulatory requirements in other countries. We include documentation with our products sold to aircraft manufacturing customers certifying that each part complies with applicable regulatory requirements and meets applicable standards of airworthiness established by the FAA or the equivalent regulatory agencies in other countries. In order to sell our products, the Corporation as well as the products we manufacture must also be certified by our individual original equipment manufacturers (OEM) customers. If any of the material authorizations or approvals qualifying us to supply our products is revoked or suspended, then the sale of such product would be prohibited by law, which would have an adverse effect on our business, financial condition, and results of operations. 8 From time to time, the FAA or equivalent regulatory agencies in other countries propose new regulations or changes to existing regulations, which are usually more stringent than existing regulations. If these proposed regulations are adopted and enacted, we may incur significant additional costs to achieve compliance, which could have a material adverse effect on our business, financial condition, and results of operations. Our future success will depend, in part, on our ability to develop new technologies. Virtually all of the products produced and sold by us are highly engineered and require sophisticated manufacturing and system-integration techniques and capabilities. The commercial and government markets in which we operate are characterized by rapidly changing technologies. The product and program needs of our government and commercial customers change and evolve regularly. Accordingly, our future performance depends in part on our ability to: identify emerging technological trends in our current and target markets, develop and manufacture competitive products, systems, and services, enhance our offerings by adding technological innovations that differentiate our products, systems, and services from those of our competitors, and develop, manufacture, and bring those products, systems, and service to market quickly at cost-effective prices. We operate in highly competitive markets. Many of our products and services are sold in highly competitive markets and are affected by varying degrees of competition. We compete against companies that often have higher sales volumes and greater financial, technological, research and development, human, and marketing resources than we have. As a result, they may be better able to withstand the effects of periodic economic downturns. In addition, some of our largest customers could develop the capability to manufacture products or provide services similar to products that we manufacture or services that we provide. This would result in these customers supplying their own products or services and competing directly with us for sales of these products or services, all of which could significantly reduce our revenues. Furthermore, we are facing increased international competition and cross-border consolidation of competition. Our management believes that the principal points of competition in our markets are technology, product quality, product performance, price, technical expertise, timeliness of delivery, superior customer service and support, and continued certification under customer quality requirements and assurance programs. If we are unable to compete successfully with existing or new competitors in these areas, we may experience a material adverse effect on our business, financial condition, and results of operations. A downturn in the aircraft market could adversely affect our business. Our sales to large commercial aircraft manufacturers are cyclical in nature and can be adversely affected by a number of factors, including current and future passenger traffic levels, increasing fuel and labor costs, intense price competition, the retirement of older aircraft, regulatory changes, outbreak of infectious disease, terrorist attacks, general economic conditions, worldwide airline profits, and backlog levels, all of which can be unpredictable and are outside our control. Any decrease in demand resulting from a downturn in the aerospace market could adversely affect our business, financial condition, and results of operations. Global economic conditions may adversely affect our business, operating results and financial condition. Although we currently generate significant operating cash flows, which combined with access to the credit markets provides us with significant discretionary funding capacity, global macroeconomic uncertainty, including escalating trade disputes between the United States and China, the United Kingdom’s withdrawal from the European Union, and uncertainty regarding the stability of global credit and financial markets could affect our ability to fund our operations. In addition, certain of our customers and suppliers could be affected directly by an economic downturn and could face credit issues or cash flow problems that could give rise to payment delays, increased credit risk, bankruptcies, and other financial hardships, which could impact customer demand for our products as well as our ability to manage normal commercial relationships with our customers and suppliers. Depending on their severity and duration, the effects and consequences of a global economic downturn could have an adverse impact on our results of operations and financial condition. 9 Political and economic changes in foreign countries and markets, including foreign currency fluctuations, may have a material effect on our operating results. During 2019, approximately 31% of our total net sales were to customers outside of the United States. Additionally, we also have operating facilities located in foreign countries. Doing business in foreign countries is subject to numerous risks, including without limitation: political and economic instability, the uncertainty of the ability of non-U.S. customers to finance purchases, restrictive trade policies, changes in the local labor-relations climate, economic conditions in local markets, health concerns, and complying with foreign regulatory and tax requirements that are subject to change. While these factors or the impact of these factors are difficult to predict, any one or more of these factors could adversely affect our operations. To the extent that foreign sales are transacted in foreign currencies and we do not enter into currency hedge transactions, we are exposed to risk of losses due to fluctuations in foreign currency exchange rates, particularly for the British Pound, Euro, and Canadian dollar. Significant fluctuations in the value of the currencies of the countries in which we do business could have an adverse effect on our results of operations. Potential product liability risks exist from the products that we sell. We may be exposed to liabilities for personal injury, death, or property damage due to the failure of a product that we have sold. We typically agree to indemnify our customers against certain liabilities resulting from the products we sell, and any third-party indemnification we seek from our suppliers and our liability insurance may not fully cover our indemnification obligations to customers. We may also not be able to maintain insurance coverage in the future at an acceptable cost. Any liability for which third-party indemnification is not available that is not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations. In addition, an accident caused by one of our products could damage our reputation for selling quality products. We believe that our customers consider safety and reliability as key criteria in selecting our products and believe that our reputation for quality assurance is a significant competitive strength. If an accident were to be caused by one of our products, or if we were to otherwise fail to maintain a satisfactory record of safety and reliability, our ability to retain and attract customers may be materially adversely affected. We are subject to liability under warranty obligations. The majority of our contracts contain provisions which expose us to potential liability for warranty claims made by customers or third parties with respect to products that have been designed, manufactured, or serviced by us or our suppliers. Material product warranty obligations could have a material adverse effect on our business, financial condition, and results of operations. Further, our reputation may be adversely affected by such defective product claims, whether or not successful, including potential negative publicity about our products. Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our cash flows and financial condition. Our business operates in many locations under government jurisdictions that impose income taxes. Changes in domestic or foreign income tax laws and regulations, or their interpretation, could result in higher or lower income tax rates assessed or changes in the taxability of certain revenues or the deductibility of certain expenses, thereby affecting our income tax expense and profitability. In addition, the amount of income taxes paid by us is subject to examination by U.S. federal, state, and local tax authorities and by non-U.S. tax authorities. We regularly assess the likelihood of an adverse outcome resulting from such examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of any such examinations. If the ultimate determination of our taxes owed were for an amount in excess of amounts reserved, our operating results, cash flows, and financial condition could be materially and adversely affected. 10 If we fail to satisfy our contractual obligations, our contracts may be terminated and we may incur significant costs or liabilities, including liquidated damages and penalties. In general, our contracts may be terminated for our failure to satisfy our contractual obligations. In addition, some of our contracts contain substantial liquidated damages provisions and financial penalties related to our failure to satisfy our contractual obligations. For example, the terms of the Electro-Mechanical Division’s AP1000 China and AP1000 U.S. contracts with Westinghouse Electric Company (WEC) include liquidated damage penalty provisions for failure to meet contractual delivery dates if we caused the delay and the delay was not excusable. On October 10, 2013, we received a letter from WEC stating entitlements to the maximum amount of liquidated damages allowable under the AP1000 China contract of approximately $25 million. To date, we have not met certain contractual delivery dates under the AP 1000 China and U.S. contracts; however there are significant uncertainties as to which parties are responsible for the delays, and we believe we have adequate legal defenses. Consequently, as a result of the above matters, we may incur significant costs or liabilities, including penalties, which could have a material adverse effect on our financial position, results of operations, or cash flows. As of December 31, 2019, the range of possible loss for liquidated damages on the WEC U.S. and China contracts is $0 to $55.5 million. We are subject to liability under environmental laws. Our business and facilities are subject to numerous federal, state, local, and foreign laws and regulations relating to the use, manufacture, storage, handling, and disposal of hazardous materials and other waste products. Environmental laws generally impose liability for investigation, remediation, and removal of hazardous materials and other waste products on property owners and those who dispose of materials at waste sites, whether or not the waste was disposed of legally at the time in question. We are currently addressing environmental remediation at certain current and former facilities, and we have been named as a potentially responsible party along with other organizations in a number of environmental clean-up sites and may be named in connection with future sites. We are required to contribute to the costs of the investigation and remediation and to establish reserves in our financial statements for future costs deemed probable and estimable. Although we have estimated and reserved for future environmental remediation costs, the final resolution of these liabilities may significantly vary from our estimates and could potentially have an adverse effect on our results of operations and financial position. We use estimates when accounting for long-term contracts. Changes in estimates could affect our profitability and overall financial position. Long-term contract accounting requires judgment relative to assessing risks, estimating contract revenues and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total revenues and costs at completion is complicated and subject to many variables. For example, assumptions have to be made regarding the length of time to complete the contract as costs also include expected increases in wages and prices for materials. Similarly, assumptions have to be made regarding the future impact of efficiency initiatives and cost reduction efforts. Incentives, awards, price escalations, liquidated damages, or penalties related to performance on contracts are considered in estimating revenue and profit rates and are recorded when there is sufficient information to assess anticipated performance. It is possible that materially different amounts could be obtained, because of the significance of the judgments and estimation processes described above, if different assumptions were used or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances, or estimates may have a material adverse effect upon future period financial reporting and performance. See “Critical Accounting Estimates and Policies” in Part II, Item 7 of this Form 10-K. Our backlog is subject to reduction and cancellation, which could negatively impact our revenues and results of operations. Backlog represents products or services that our customers have contractually committed to purchase from us. Total backlog includes both funded (unfilled orders for which funding is authorized, appropriated, and contractually obligated by the customer) and unfunded backlog (firm orders for which funding has not been appropriated and/or contractually obligated by the customer). We are a subcontractor to prime contractors for the vast majority of our government business; as such, substantially all amounts in 11 backlog are funded. Backlog excludes unexercised contract options and potential orders under ordering type contracts (e.g. Indefinite Delivery / Indefinite Quantity). Backlog is adjusted for changes in foreign exchange rates and is reduced for contract cancellations and terminations in the period in which they occur. Backlog as of December 31, 2019 was $2.2 billion. Backlog is subject to fluctuations and is not necessarily indicative of future sales. The U.S. Government may unilaterally modify or cancel its contracts. In addition, under certain of our commercial contracts, our customers may unilaterally modify or terminate their orders at any time for their convenience. Accordingly, certain portions of our backlog can be cancelled or reduced at the option of the U.S. Government and commercial customers. Our failure to replace cancelled or reduced backlog could negatively impact our revenues and results of operations. We may be unable to protect the value of our intellectual property. Obtaining, maintaining, and enforcing our intellectual property rights and avoiding infringing on the intellectual property rights of others are important factors to the operation of our business. While we take precautionary steps to protect our technological advantages and intellectual property and rely in part on patent, trademark, trade secret, and copyright laws, we cannot assure that the precautionary steps we have taken will completely protect our intellectual property rights. Because patent applications in the United States are maintained in secrecy until either the patent application is published or a patent is issued, we may not be aware of third-party patents, patent applications, and other intellectual property relevant to our products that may block our use of our intellectual property or may be used in third-party products that compete with our products and processes. When others infringe on our intellectual property rights, the value of our products is diminished, and we may incur substantial litigation costs to enforce our rights. Similarly, we may incur substantial litigation costs and the obligation to pay royalties if others claim we infringed on their intellectual property rights. When we develop intellectual property and technologies with funding from U.S. Government contracts, the government has the royalty-free right to use that property. In addition to our patent rights, we also rely on unpatented technology, trade secrets, and confidential information. Others may independently develop substantially equivalent information and techniques or otherwise gain access to or disclose our technology. We may not be able to protect our rights in unpatented technology, trade secrets, and confidential information effectively. We generally require each of our employees and consultants to execute a confidentiality agreement at the commencement of an employment or consulting relationship with us. There is no guarantee that we will succeed in obtaining and retaining executed agreements from all employees or consultants. Moreover, these agreements may not provide effective protection of our information or, in the event of unauthorized use or disclosure, they may not provide adequate remedies. Our future financial results could be adversely impacted by asset impairment charges. As of December 31, 2019, we had goodwill and other intangible assets, net of accumulated amortization, of approximately $1,647 million, which represented approximately 44% of our total assets. Our goodwill is subject to an impairment test on an annual basis and is also tested whenever events and circumstances indicate that goodwill may be impaired. Intangible assets (other than goodwill) are generally amortized over the useful life of such assets. In addition, from time to time, we may acquire or make an investment in a business that will require us to record goodwill based on the purchase price and the value of the acquired assets. We may subsequently experience unforeseen issues with such business that adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business. Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have a material adverse impact on our financial condition and results of operations. Our current debt, and debt we may incur in the future, could adversely affect our business and financial position. As of December 31, 2019, we had $761 million of debt outstanding. Our level of debt could have significant consequences for our business including: requiring us to use our cash flow to pay the principal and interest on our debt, reducing funds available for acquisitions and other investments in our business, making us vulnerable to economic downturns and increases in interest rates, limiting us from obtaining additional debt, and impacting our ability to pay dividends. 12 A percentage of our workforce is employed under collective bargaining agreements. Approximately 7% of our workforce is employed under collective bargaining agreements, which from time to time are subject to renewal and negotiation. We cannot ensure that we will be successful in negotiating new collective bargaining agreements, that such negotiations will not result in significant increases in the cost of labor, or that a breakdown in such negotiations will not result in the disruption of our operations. Although we have generally enjoyed good relations with both our unionized and non-unionized employees, we may experience an adverse impact on our operating results if we are subject to labor actions. Our earnings and margins depend in part on subcontractor performance, as well as raw material and component availability and pricing. Our businesses depend on suppliers and subcontractors for raw materials and components. At times subcontractors perform services that we provide to our customers. We depend on these subcontractors and vendors to meet their contractual obligations in full compliance with customer requirements. Nonperformance or underperformance by subcontractors and vendors could materially impact our ability to perform obligations to our customers, which could result in a customer terminating our contract for default, expose us to liability, and substantially impair our ability to compete for future contracts and orders. Generally, raw materials and purchased components are available from a number of different suppliers, though several suppliers are our sole source of certain components. If a sole-source supplier should cease or otherwise be unable to deliver such components, our operating results could be adversely impacted. In addition, our supply networks can sometimes experience price fluctuations. Our ability to perform our obligations as a prime contractor may be adversely affected if one or more of these suppliers are unable to provide the agreed-upon supplies or perform the agreed-upon services in a timely and cost-effective manner. While we have attempted to mitigate the effects of increased costs through price increases, there are no assurances that higher prices can effectively be passed through to our customers or that we will be able to fully offset the effects of higher raw materials costs through price increases on a timely basis. Our business involves risks associated with complex manufacturing processes. Our manufacturing processes depend on certain sophisticated and high-value equipment. Unexpected failures of this equipment may result in production delays, revenue loss, and significant repair costs. In addition, equipment failures could result in injuries to our employees. Moreover, the competitive nature of our businesses requires us to continuously implement process changes intended to achieve product improvements and manufacturing efficiencies. These process changes may at times result in production delays, quality concerns, and increased costs. Any disruption of operations at our facilities due to equipment failures or process interruptions could have a material adverse effect on our business. We self-insure health benefits and may be adversely impacted by unfavorable claims experience. We are primarily self-insured for our health benefits. If the number or severity of claims increases, or we are required to accrue or pay additional amounts because the claims prove to be more severe than our original assessment, our operating results would be adversely affected. Our future claims expense might exceed historical levels, which could reduce our earnings. We expect to periodically assess our self-insurance strategy. We are required to periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts. In addition, because we do not carry “stop loss” insurance, a significant increase in the number of claims that we must cover under our self-insurance retainage could adversely affect our profitability. Increasing costs of certain employee and retiree benefits could adversely affect our financial position, results of operations, or cash flows. Our earnings may be positively or negatively impacted by the amount of income or expense we record for our pension and other postretirement benefit plans. U.S. GAAP requires that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions relating to financial markets and other economic conditions. Changes in key economic indicators can change the assumptions. The most significant year-end assumptions used to estimate pension or other postretirement benefit expense for the following year are the discount rate, the expected long-term rate of return on 13 plan assets, expected future medical cost inflation, and expected compensation increases. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to equity through a reduction or increase to other comprehensive income. For a discussion regarding how our financial statements can be affected by pension and other postretirement benefit plans accounting policies, see “Management’s Discussion and Analysis—Critical Accounting Estimates and Policies—Pension and Other Postretirement Benefits” in Part II, Item 7 of this Form 10-K. Although U.S. GAAP expense and pension or other postretirement contributions are not directly related, the key economic factors that affect U.S. GAAP expense would also likely affect the amount of cash we would contribute to the pension or other postretirement plans. Potential pension contributions include both mandatory amounts required under federal law, Employee Retirement Income Security Act, and discretionary contributions to improve the plans’ funded status. An obligation to make contributions to pension plans could reduce the cash available for working capital and other corporate uses. Future terror attacks, war, natural disasters, pandemic diseases, or other events beyond our control could adversely impact our businesses. Despite our concerted effort to minimize risk to our production capabilities and corporate information systems and to reduce the effect of unforeseen interruptions through business continuity planning and disaster recovery plans, we could be adversely impacted by terror attacks, war, natural disasters such as hurricanes, floods, tornadoes, pandemic diseases, or other events such as strikes by the workforce of a significant customer or supplier. These risks could negatively impact demand for or supply of our products and could also cause disruption to our facilities or systems, which could also interrupt operational processes and adversely impact our ability to manufacture our products and provide services and support to our customers. We operate facilities in areas of the world that are exposed to natural disasters. Financial difficulties of our customers, delays by our customers in production of their products, high fuel prices, the concern of another major terrorist attack, and the overall decreased demand for our products could adversely affect our operating results and financial condition. Our business, financial condition, and results of operations could be materially adversely affected by climate change regulations. Climate change regulations at the federal, state, or local level or in international jurisdictions could require us to limit emissions, change our manufacturing processes, obtain substitute materials which may cost more or be less available, increase our investment in control technology for greenhouse gas emissions, fund offset projects, or undertake other costly activities. These regulations could significantly increase our costs and restrict our manufacturing operations by virtue of requirements for new equipment. New permits may be required for our current operations, or expansions thereof. Failure to timely receive permits could result in fines, suspension of production, or cessation of operations at one or more facilities. In addition, restrictions on carbon dioxide or other greenhouse gas emissions could result in significant costs such as higher energy costs and the passing down of carbon taxes, emission cap and trade programs, and renewable portfolio standards by utility companies. The cost of complying, or of failing to comply, with these and other climate change and emissions regulations could have an adverse effect on our operating results. Increasing focus on environmental, social, and governance responsibility may impose additional costs on us and expose us to new risks. Increasing focus on environmental, social, and governance responsibility may impose additional costs on us and expose us to new risks. Regulators, stockholders, and other interested constituencies have focused increasingly on the environmental, social, and governance practices of companies. Our customers may require us to implement environmental, social, or governance responsibility procedures or standards before they continue to do business with us. Additionally, we may face reputational challenges in the event that our environmental, social, or governance responsibility procedures or standards do not meet the standards set by certain constituencies. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations. 14 Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Our corporate headquarters is located at a leased facility in Davidson, North Carolina. As of December 31, 2019, we had 155 facilities worldwide, including four corporate and shared-services facilities. Approximately 83% of our facilities operate as manufacturing and engineering, metal treatment, or aerospace overhaul plants, while the remaining 17% operate as selling and administrative office facilities. The number and type of facilities utilized by each of our reportable segments are summarized below: Owned Facilities Location North America Europe Total Leased Facilities Location North America Europe Asia Total Commercial/ Industrial 14 10 24 Commercial/ Industrial 45 22 12 79 Defense 1 — 1 Defense 13 5 — 18 Power 3 — 3 Power 26 — — 26 Total 18 10 28 Total 84 27 12 123 The buildings on the properties referred to in this Item are well maintained, in good condition, and are suitable and adequate for current needs. Management believes that the productive capacity of our properties is adequate to meet our anticipated volume for the foreseeable future. Item 3. Legal Proceedings. In the ordinary course of business, the Corporation and its subsidiaries are subject to various pending claims, lawsuits, and contingent liabilities. 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 consolidated financial condition, results of operations, and cash flows. In December 2013, the Corporation, along with other unaffiliated parties, received a claim from Canadian Natural Resources Limited (CNRL) filed in the Court of Queen’s Bench of Alberta, Judicial District of Calgary. The claim pertains to a January 2011 fire and explosion at a delayed coker unit at its Fort McMurray refinery that resulted in the injury of five CNRL employees, damage to property and equipment, and various forms of consequential loss such as loss of profit, lost opportunities, and business interruption. The fire and explosion occurred when a CNRL employee bypassed certain safety controls and opened an operating coker unit. In November 2019, all parties participated in a formal mediation and agreed to settle the claim for approximately $38 million. Our portion of the settlement amount was $6 million, which was fully paid in 2020 by our primary and excess insurance coverage. No admission of liability was made by us as part of the settlement agreement. We do not expect to incur any additional liabilities related to this claim. 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 4. Mine Safety Disclosures. Not applicable. 15 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET INFORMATION Our common stock is listed and traded on the New York Stock Exchange (NYSE) under the symbol CW. As of January 1, 2020, we had approximately 3,150 registered shareholders of our common stock, $1.00 par value. DIVIDENDS During 2019 and 2018, the Company paid quarterly dividends as follows: Common Stock First Quarter Second Quarter Third Quarter Fourth Quarter 2019 2018 $0.15 0.17 0.17 0.17 $0.15 0.15 0.15 0.15 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information regarding our equity compensation plans as of December 31, 2019, the end of our most recently completed fiscal year: Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) 398,574(a) $105.77 2,398,008(b) None Not applicable Not applicable Plan category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders (a) Consists of 360,539 shares issuable upon exercise of outstanding options and vesting of performance share units, restricted shares, restricted stock units, and shares to non-employee directors under the 2005 and 2014 Omnibus Incentive Plan, and 38,035 shares issuable under the Employee Stock Purchase Plans. (b) Consists of 1,530,256 shares available for future option grants under the 2014 Omnibus Incentive Plan, and 867,752 shares remaining available for issuance under the Employee Stock Purchase Plan. 16 Issuer Purchases of Equity Securities The following table provides information about our repurchases 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 December 31, 2019. Total Number of shares purchased 36,210 28,866 29,877 94,953 Average Price Paid per Share $127.01 138.54 140.55 $134.78 Total Number of Shares Purchased as Part of a Publicly Announced Program 358,381 387,247 417,124 417,124 Maximum Dollar amount of shares that may yet be Purchased Under the Program $208,333,969 204,334,899 200,135,555 $200,135,555 October 1 – October 31 November 1 – November 30 December 1 – December 31 For the quarter ended December 31 On December 2, 2019, the Corporation adopted two written trading plans in connection with its previously authorized share repurchase program, which allows for the purchase of its outstanding common stock up to $200 million. The first trading plan will include share repurchases of $50 million, to be executed equally throughout the year. The second trading plan will include opportunistic share repurchases up to $100 million to be executed through a 10b5-1 program. The opportunistic share repurchases are to be made in accordance with the purchase grid attached to the Company’s Form 8-K filed with the SEC on December 2, 2019. The Corporation plans to repurchase at least $50 million of its common stock during the 2020 calendar year. The following performance graph does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference therein. PERFORMANCE GRAPH The following graph compares the annual change in the cumulative total return on our common stock during the last five fiscal years with the annual change in the cumulative total return of the Russell 2000 Index, the S&P MidCap 400 Index, and our self-constructed proxy peer group. The proxy peer group companies are as follows: AAR Corp Aerojet Rocketdyne Holdings, Inc. Crane Co. Cubic Corp EnPro Industries Inc. FLIR Systems, Inc. Hexcel Corp IDEX Corporation ITT Inc. Kaman Corp Moog Inc. Spirit Aerosystems Holdings Inc. Teledyne Technologies Inc. TransDigm Group Inc. Triumph Group Inc. Woodward Inc. 17 The graph assumes an investment of $100 on December 31, 2014 and the reinvestment of all dividends paid during the following five fiscal years. COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN 250 200 150 100 50 0 2014 2015 2016 2017 2018 2019 Curtiss-Wright Corp S&P MidCap 400 Index Russell 2000 Peer group Company / Index Curtiss-Wright Corp S&P MidCap 400 Index Russell 2000 Peer group Item 6. Selected Financial Data. 2014 100 100 100 100 2015 97.77 97.82 95.59 97.58 2016 141.23 118.11 115.95 117.67 2017 175.92 137.30 132.94 155.26 2018 148.15 122.08 118.30 152.18 2019 205.49 154.07 148.49 221.07 The following table presents our selected financial data from continuing operations. The table should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Five-Year Financial Highlights (In thousands, except per share data) Net sales Earnings from continuing operations Total assets Total debt, net Earnings per share from continuing operations: Basic Diluted Cash dividends per share CONSOLIDATED SELECTED FINANCIAL DATA 2018 2019 2017 $2,487,961 $2,411,835 $ 2,271,026 $2,108,931 $ 2,205,683 192,248 2,989,611 953,205 307,583 3,764,261 760,639 275,749 3,255,385 762,556 214,891 3,236,321 814,139 189,382 3,037,781 966,298 2016 2015 $ $ $ 7.20 $ 7.15 $ 0.66 $ 6.28 $ 6.22 $ 0.60 $ 4.86 $ 4.80 $ 0.56 $ 4.27 $ 4.20 $ 0.52 $ 4.12 4.04 0.52 18 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) begins with an overview of our company, followed by economic and industry-wide factors impacting our company and the markets we serve, a discussion of the overall results of operations, and finally a more detailed discussion of those results within each of our reportable operating segments. COMPANY ORGANIZATION Curtiss-Wright Corporation and its subsidiaries is a global, diversified manufacturing and service company that designs, manufactures, and overhauls precision components and provides highly engineered products and services to the defense, general industrial, commercial aerospace, and power generation markets. We report our operations through our Commercial/Industrial, Defense, and Power segments. We are positioned as a market leader across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. Our overall strategy is to be a balanced and diversified company, less vulnerable to cycles or downturns in any one market, with a focus on establishing and expanding strong technological breadth, market positions, and financial performance. Impacts of inflation, pricing, and volume We have not historically been and do not expect to be significantly impacted by inflation. Increases in payroll costs and any increases in raw material costs that we have encountered are generally offset through lean manufacturing activities or price increases, if our terms and conditions provide for such increases. We have consistently made annual investments in capital that deliver efficiencies and cost savings. The benefits of these efforts generally offset the margin impact of competitive pricing conditions in all of the markets we serve. Analytical Definitions Throughout MD&A, 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. Additionally, the results of operations of divested businesses are removed from the comparable prior year period for purposes of calculating “organic” and “incremental” results. The definition of “organic” excludes the effect of foreign currency translation. Market Analysis and Economic Factors Economic Factors Impacting Our Markets Curtiss-Wright Corporation is a global, diversified manufacturing and service company that designs, manufactures, and overhauls precision components and provides highly engineered products and services to the aerospace, defense, general industrial, and power generation markets. Many of Curtiss-Wright’s industrial businesses are driven in large part by global economic growth, primarily led by operations in the U.S., Canada, Europe, and China. During January 2020, it was reported that a coronavirus outbreak originated in China, which resulted in travel in and out of China being restricted along with the temporary halting of manufacturing activities. However, it is too premature to accurately predict the impact that such outbreak will have on business activity or our operations. The U.S. economy, as measured by real gross domestic product (GDP), has slowly improved over the last ten years, aided by decreased levels of unemployment, improvements in the housing market, and a low interest rate environment. In 2019, U.S. GDP is expected to show modest growth of 2.3%, compared to GDP growth of 2.9% and 2.4% in 2018 and 2017, respectively. The projected slowing growth is primarily due to the lengthy impact of U.S./China trade tensions and ongoing concerns about global recessionary conditions. Looking ahead to 2020, economists have mixed views on the broader U.S. economy, with current estimates for U.S. GDP indicating a growth rate of approximately 2.0%, despite the administration’s goal to raise the pace of expansion to at least 3.0% per year through increased fiscal stimulus. 19 Meanwhile, the global environment’s rebound in economic activity that began in mid-2016 has moderated from recent peak levels, influenced by international trade tensions, tightening financial conditions, and rising geopolitical uncertainty. As a result, 2020 GDP growth in world economies is expected to grow by approximately 3.3%, up compared to the 2019 growth rate of 2.9%, but below the 2018 growth rate of 3.6%, according to the International Monetary Fund. Looking ahead to the next few years, we remain cautiously optimistic that our economically-sensitive commercial and industrial markets will improve based on normalized global conditions. Defense We have a well-diversified portfolio of products and services that supply all branches of the U.S. military, with content on many high performance programs and platforms, as well as a growing international defense business. A significant portion of our defense business operations is attributed to the United States market, and characterized by long-term programs and contracts driven primarily by the Department of Defense (DoD) budgets and funding levels. The U.S. Defense budget serves as a leading indicator of our growth in the defense market. Following across-the-board sequestration mandated by the BCA, defense spending and related supplemental budgets bottomed in 2015. However, growth has stabilized in recent years. In early 2018, Congress signed a bill to provide relief against the spending caps associated with the BCA. In addition, the Fiscal Year 2019 Defense Appropriations Bill, signed by the President in September 2018, was the first to be signed into law on time in over a decade. Most recently, the two-year, Bipartisan Budget Act signed by the President in August 2019 brought an improved sense of security to federal agencies, essentially cancelling the last two years of the BCA and its sequestration caps, while setting solid topline spending figures for 2020 and 2021 in excess of $700 billion. Looking ahead, the Fiscal Year 2021 budget request is expected to be approximately $740 billion, essentially in line with the Fiscal Year 2020 budget. We derive revenue from the naval defense, aerospace defense, and ground defense markets. In the naval defense market, we expect continued solid funding for U.S. shipbuilding programs, particularly as it relates to production on the Ford class aircraft carrier, as well as Columbia class and Virginia class submarines. We have a long legacy of providing products that support nuclear propulsion systems on naval vessels. In addition, through our service centers, we are a critical provider of ship repair and maintenance for the U.S. Navy’s Atlantic and Pacific fleets. In the aerospace defense market, we expect to benefit from increased funding levels on Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance (C4ISR), electronic warfare, unmanned systems, and communications programs. As a leading supplier of COTS and COTS+ solutions, we continue to demonstrate that electronics technology will enhance our ability to design and develop future generations of advanced systems and products for high performance applications, while also meeting the military’s Size, Weight, and Power considerations. We are also a leading designer and manufacturer of high-technology data acquisition and comprehensive flight test instrumentation systems. In the ground defense market, the modernization of the existing U.S. ground vehicle fleet is expected to recover slowly, while international demand should remain solid, particularly for our turret drive stabilization systems (TDSS). While we monitor the budget process as it relates to programs in which we participate, we cannot predict the ultimate impact of future DoD budgets, which tend to fluctuate year-by-year and program-by-program. Commercial Aerospace Curtiss-Wright derives revenue from the global commercial aerospace market, principally to the commercial jet market, and to a lesser extent the regional jet and commercial helicopter markets. Our primary focus in this market is OEM products and services for commercial jets, which is highly dependent on new aircraft production from our primary customers, Boeing and Airbus. We provide a combination of flight control and utility actuation systems, sensors, and other sophisticated electronics, as well as shot and laser peening services utilized on highly stressed components of turbine engine fan blades, landing gear, and aircraft structures. 20 Steady growth in airline travel, along with the demand for and delivery of new aircraft to replace an aging fleet, continue to be key drivers in the commercial aerospace market. Fiscal 2011 marked the beginning of a multi-year production up-cycle for the commercial aerospace market. This up-cycle has been driven by increases in production by Boeing and Airbus on both legacy and new aircraft, particularly narrow- body aircraft, and is further supported by their strong backlogs. Additionally, the steady decline in oil prices during the past few years has been a key contributor to increased passenger growth, as declining fuel prices have led to cheaper airfares for consumers. According to the International Air Transport Association, air travel continues to be solid with passenger growth expected to be approximately 4.1% in 2020. The projected 2020 rate of growth is essentially in-line with 2019 but slower than the 20-year trend. Industry data supports a continued, steady increase in commercial aircraft deliveries to meet this growing demand. While we closely monitor these industry metrics, our success and future growth in the commercial aerospace market is primarily tied to the growth in aircraft production rates, the timing of our order placement, and continued partnering with aerospace original equipment manufacturers. Power Generation We derive revenue from the commercial nuclear power generation market, where we supply a variety of highly engineered products and services, including reactor coolant pumps, control rod drive mechanisms, valves, motors, spent fuel management, containment doors, bolting solutions, enterprise resource planning, plant process controls, and coating services. We provide equipment and services to both the aftermarket and new build markets and have content on every reactor operating in the U.S. today. According to the Nuclear Regulatory Commission (NRC), nuclear power comprises approximately 20% of all electric power produced in the United States, with 96 reactors operating across 58 nuclear power plants in 29 states. Our growth opportunities for aftermarket products and services are driven by plant aging, plant closures, requirements for planned outages, plant life extensions (from the end of their original 40-year operating lives to 60-year and now 80-year lives), the levying of regulatory requirements, suppliers abandoning the commercial nuclear market, and plants seeking technology and innovation advances. One of the industry’s most significant challenges is electricity market competitiveness, primarily driven by sustained low natural gas prices. As a result, the industry has been tasked with reassessing operating practices, improving efficiency, and reducing costs to help keep nuclear power competitive in a changing electricity market, which are collectively referred to as “Delivering the Nuclear Promise.” Additionally, U.S. reactor operators were faced with increased security and post-Fukushima regulatory requirements over most of the past decade. All of these factors contributed to plant operators diverting and deferring their typical plant capital expenditure budgets significantly away from planned maintenance. However, in late 2017, as those necessary requirements abated and plant operators resumed a more normalized maintenance schedule, the industry began to turn the corner. As a result, we expect increased opportunities for our vast portfolio of advanced nuclear technologies moving forward. Longer term, there are several factors that are expected to drive global commercial nuclear power demand. The Energy Information Administration forecasts that worldwide electricity generation is expected to increase at an average annual rate of 1.8% through 2050. Continued growth in global demand, especially in developing countries with limited power supply such as China and India, will require increased capacity. In addition, the continued supply constraints and environmental concerns attributed to the current dependence on fossil fuels have led to a greater appreciation of the value of nuclear technology as the most efficient and environmentally friendly source of energy available today. As a result, we expect growth opportunities in this market both domestically and internationally, although the timing of orders remains uncertain. 21 We also play an important role in the new build market for the Westinghouse AP1000 reactor design, for which we are a supplier of RCPs and also expect to supply a variety of ancillary plant products and services. Domestically, two new build reactors remain under construction in Georgia utilizing the AP1000 design. On a global basis, nuclear plant construction is active. Currently, there are approximately 53 new reactors under construction across 18 countries, with approximately 110 planned and 330 proposed over the next several decades according to the World Nuclear Organization. In particular, China intends to expand its nuclear power capabilities significantly through the construction of new nuclear power plants over the next few decades, led by the successful start-up and operation of the first two AP1000 plants (four reactors) in late 2018 and early 2019, which are the first Generation III+ reactors in operation worldwide. We continue to expect to play a role in new build nuclear plant construction with our largest opportunities in China and India. Our future success in this industry will be led by new order activity for our vast array of nuclear technologies due to ongoing maintenance and upgrade requirements on operating nuclear plants, a renewed interest in products to aid safety and extend the reliability of existing reactors, and the continued emphasis on global nuclear power construction. General Industrial Revenue derived from our widely diversified offering to the general industrial market consists of industrial sensors and control systems, critical-function valves and valve systems, as well as surface treatment services. We supply our products and services to OEMs and aftermarket industrial customers, including the transportation, commercial trucking, off-road equipment, agriculture, construction, automotive, chemical, and oil and gas industries. Our performance in these markets is typically sensitive to the performance of the U.S. and global economies, with changes in global GDP rates and industrial production driving our sales, particularly for our surface treatment services. One of the key drivers within our general industrial market is our sensors and controls systems products, most notably electronic throttle controls, shift controls, joysticks, power management systems, and traction control systems. These products serve the on-and-off highway, medical mobility, and specialty vehicles markets. Increased industry demand for electronic control systems and sensors has been driven by the need for improved operational efficiency, safety, repeatability, reduced emissions, enhanced functionality, and greater fuel efficiencies to customers worldwide. Key to our future growth is expanding the human-machine interface technology portfolio and providing a complete system solution to our customers. Existing and emerging trends in commercial vehicle safety, emissions control, and improved driver efficiency are propelling commercial vehicle OEMs toward higher performance subsystems. These trends are accelerating the evolution from discrete human machine interface components towards a more integrated vehicle interface architecture. Meanwhile, our surface treatment services, which include shot and laser peening, engineered coatings, and analytical testing services, are used to increase the safety, reliability, and longevity of components operating in harsh environments. Sales are primarily driven by global demand from general industrial customers. We also service the oil and gas, chemical, and petrochemical industries through numerous industrial valve products, in which nearly all of our industrial valve sales are to the downstream markets. We maintain a global maintenance, repair, and overhaul (MRO) business for our pressure-relief valve technologies as refineries opportunistically service or upgrade equipment that has been operating at or near full capacity. We also produce severe service, operation-critical valves for the power and process industries. Sales in these industries are driven by global supply and demand, crude oil prices, industry regulations, and the natural gas market. Over the long run, we believe improved economic conditions and continued global expansion will be key drivers for future growth of our severe service and operation-critical valves serving the process industry. 22 RESULTS OF OPERATIONS The following MD&A is intended to help the reader understand the results of operations and financial condition of the Corporation for the year ended December 31, 2019, as compared to the year ended December 31, 2018. Discussion and analysis of our financial condition and results of operations for the year ended December 31, 2018, as compared to the year ended December 31, 2017, is contained in our 2018 Annual Report on Form 10-K, filed with the SEC on February 27, 2019. (In thousands, except percentages) Sales: Commercial/Industrial Defense Power Total sales Operating income: Commercial/Industrial Defense Power Corporate and eliminations Total operating income Interest expense Other income, net Earnings before income taxes Provision for income taxes Net earnings New orders Backlog Components of sales and operating income growth (decrease): Organic Acquisitions Foreign currency Total Year Ended December 31, 2019 2018 Percent change 2019 vs. 2018 $1,239,881 579,329 668,751 $2,487,961 $1,209,178 554,374 648,283 $ 2,411,835 $ 196,455 129,653 112,954 (35,109) $ 403,953 31,347 23,856 396,462 (88,879) $ 307,583 $2,579,617 $2,166,764 $ 182,669 128,446 98,858 (36,347) $ 373,626 33,983 16,596 356,239 (80,490) $ 275,749 $2,426,682 $2,032,451 3% 5% 3% 3% 8% 1% 14% 3% 8% (8)% 44% 11% 10% 12% 2019 vs. 2018 Sales 2% 2% (1)% 3% Operating Income 6% 1% 1% 8% Sales for the year increased $76 million, or 3%, to $2,488 million, compared with the prior year period. On a segment basis, sales from the Commercial/Industrial, Defense, and Power segments increased $31 million, $25 million, and $20 million, respectively. Changes in sales by segment are discussed in further detail in the “Results by Business Segment” section below. Operating income for the year increased $30 million, or 8%, to $404 million, and operating margin increased 70 basis points compared with 2018. The increases in operating income and operating margin were primarily due to favorable overhead absorption on higher naval defense sales and the absence of first year purchase accounting costs from our DRG acquisition in the Power segment. Operating income and operating margin also benefited from gains recognized on the sales of a product line and building in the Commercial/Industrial segment. The benefits of our ongoing margin improvement initiatives were recognized across all segments. These increases were partially offset by an unfavorable shift in mix within our defense electronic products, higher research and development expenses, and favorable contract adjustments in the prior year period which did not recur in the Defense segment as well as the impact of tariffs in the Commercial/Industrial segment. The timing of sales on the AP1000 China Direct program negatively impacted operating income in the Power segment. 23 Non-segment operating expense of $35 million was essentially flat compared to the prior year period. Interest expense for the year decreased $3 million, or 8%, to $31 million, primarily due to a discretionary $50 million prepayment on our 2013 Notes in October 2018. Other income, net for the year increased $7 million, or 44%, to $24 million, primarily due to higher income related to our pension and other post-retirement benefit plans. The effective tax rates for 2019 and 2018 were 22.4% and 22.6%, respectively. The decrease in the effective tax rate in 2019, as compared to 2018, was primarily due to additional tax expense associated with the Tax Act for foreign withholding taxes recognized in the prior year period as well as the current period benefit related to research and development credits and foreign-derived intangible income (FDII) deduction. These decreases were primarily offset by reduced stock compensation benefits and the absence of a favorable prepaid and repair method change recognized in the prior year period. Refer to Note 12 to the Consolidated Financial Statements for more information. New orders increased $153 million, or 6%, from the prior year period to $2,580 million, primarily due to strong organic growth in naval defense orders across all segments. New orders also benefited from higher demand for our commercial aerospace products in the Commercial/Industrial segment. These increases were partially offset by a decline in new orders for our industrial vehicle, industrial controls, and industrial valve products in the Commercial/Industrial segment. Changes in new orders by segment are discussed in further detail in the “Results by Business Segment” section below. Comprehensive income (loss) Pension and postretirement adjustments within comprehensive income during the year ended December 31, 2019 were a $29 million loss, compared with a $19 million loss for the prior year period. The loss during the current period was primarily due to an increase in the discount rate, partially offset by higher asset returns. The loss in the prior period was primarily due to lower asset returns, partially offset by a decrease in the discount rate. Foreign currency translation adjustments during the year ended December 31, 2019 resulted in a gain of $18 million, compared to a foreign currency translation loss of $52 million in the comparable prior period. The comprehensive gain during the current period was primarily attributed to increases in the British Pound and Canadian dollar with the prior period comprehensive loss primarily attributed to decreases in the British Pound and Canadian dollar. RESULTS BY BUSINESS SEGMENT Commercial/Industrial Sales in the Commercial/Industrial segment are primarily generated from the general industrial and commercial aerospace markets and, to a lesser extent, the defense and power generation markets. The following tables summarize sales, operating income and margin, and new orders within the Commercial/Industrial segment. (In thousands, except percentages) Sales Operating income Operating margin New orders Backlog Year Ended December 31, 2019 $1,239,881 196,455 2018 $1,209,178 182,669 15.8% 15.1% $1,312,579 $ 665,832 $1,225,407 $ 596,468 Percent Change 2019 vs. 2018 3% 8% 70bps 7% 12% 24 Components of sales and operating income growth (decrease): Organic Acquisitions Foreign currency Total 2019 vs. 2018 Sales 4% —% (1)% 3% Operating Income 8% —% —% 8% Sales increased $31 million, or 3%, to $1,240 million, from the comparable prior year period, primarily due to higher sales in the aerospace defense, commercial aerospace, and naval defense markets. In the aerospace defense market, sales increased $21 million primarily due to higher demand for actuation systems on the F-35 fighter jet program. Sales in the commercial aerospace market increased $19 million primarily due to higher demand for sensors products. The naval defense market benefited from higher sales of $9 million primarily due to increased production on the Virginia-class submarine program. These increases were partially offset by lower general industrial sales of $14 million primarily due to lower demand for surface treatment services. Unfavorable foreign currency translation, which is reflected in the results above, reduced sales $12 million. Operating income increased $14 million, or 8%, to $196 million, and operating margin increased 70 basis points to 15.8%. The increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales and gains recognized on the sales of a product line and building. Operating income and operating margin also benefited from our ongoing margin improvement initiatives. These increases were partially offset by the impact of tariffs. New orders increased $87 million as compared to the prior year, primarily due to strong organic growth in naval defense and commercial aerospace orders of $63 million and $60 million, respectively. These increases were partially offset by a decline in new orders of $43 million for our industrial vehicle, industrial controls, and industrial valve products. Defense Sales in the Defense segment are primarily to the defense markets and, to a lesser extent, the commercial aerospace and the general industrial markets. The following tables summarize sales, operating income and margin, and new orders, within the Defense segment. (In thousands, except percentages) Sales Operating income Operating margin New orders Backlog Components of sales and operating income growth (decrease): Year Ended December 31, 2019 $ 579,329 129,653 2018 $ 554,374 128,446 22.4% 23.2% $ 590,452 $ 584,048 $ 553,384 $ 522,994 Percent Change 2019 vs. 2018 5% 1% (80bps) 7% 12% Organic Acquisitions Foreign currency Total 25 2019 vs. 2018 Sales 3% 2% —% 5% Operating Income —% —% 1% 1% Sales increased $25 million, or 5%, to $579 million, from the comparable prior year period, primarily due to higher sales in the aerospace defense and naval defense markets. In the aerospace defense market, sales increased $19 million primarily due to the incremental impact from our TCG acquisition as well as higher demand for embedded computing equipment on various UAV and helicopter programs. Sales in the naval defense market increased $16 million primarily due to higher production on the Virginia-class submarine and DDG-51 guided missile destroyer programs. These increases were partially offset by lower general industrial sales of $8 million due to the timing of an automotive contract completed in the prior year period. Operating income of $130 million was essentially flat compared with the same period in 2018, while operating margin decreased 80 basis points to 22.4%. Higher sales and favorable overhead absorption on our naval defense products as well as the benefits of our ongoing margin improvement initiatives were essentially offset by an unfavorable shift in mix within our defense electronic products, higher research and development expenses, and favorable contract adjustments within our naval defense business in the prior year period which did not recur. New orders increased $37 million as compared to the prior year primarily due to strong organic growth in our naval defense market, which contributed $28 million in new orders. Power Sales in the Power segment are primarily to the power generation and naval defense markets. The following tables summarize sales, operating income and margin, and new orders, within the Power segment. (In thousands, except percentages) Sales Operating income Operating margin New orders Backlog Components of sales and operating income growth (decrease): Year Ended December 31, 2019 $668,751 112,954 2018 $648,283 98,858 16.9% 15.2% $676,586 $916,884 $647,891 $912,989 Percent Change 2019 vs. 2018 3% 14% 170bps 4% —% Organic Acquisitions Foreign currency Total 2019 vs. 2018 Sales (1)% 4% —% 3% Operating Income 11% 3% —% 14% Sales increased $20 million, or 3%, to $669 million, from the comparable prior year period. In the naval defense market, sales increased $57 million primarily due to higher production on the Virginia-class submarine and CVN-80 aircraft carrier programs, which benefited sales $20 million and $16 million, respectively. The naval defense market also benefited from higher spares and service center sales of $17 million. These increases were partially offset by lower sales of $38 million in the power generation market primarily due to the timing of production on the AP1000 China Direct program. Operating income increased $14 million, or 14%, to $113 million and operating margin increased 170 basis points to 16.9%. The increases in operating income and operating margin were primarily due to favorable overhead absorption on higher naval defense sales and the absence of first year purchase accounting costs from our DRG acquisition, partially offset by lower sales on the AP1000 China Direct program. New orders increased $29 million as compared to the prior year primarily due to strong organic growth in the naval defense market, which contributed $33 million in new orders. 26 SUPPLEMENTARY INFORMATION The table below depicts sales by end market. End market sales help 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. Net Sales by End Market (In thousands, except percentages) Defense markets: Aerospace Ground Naval Total Defense Commercial markets: Aerospace Power Generation General Industrial Total Commercial Total Curtiss-Wright Year Ended December 31, 2019 2018 Percent change 2019 vs. 2018 $ 416,841 93,432 568,776 $1,079,049 $ 433,038 392,173 583,701 $1,408,912 $2,487,961 $ 376,951 97,131 486,476 $ 960,558 $ 414,422 431,793 605,062 $1,451,277 $ 2,411,835 11% (4)% 17% 12% 4% (9)% (4)% (3)% 3% Defense sales increased $118 million, or 12%, to $1,079 million, as compared to the prior year period, primarily due to higher sales in the naval and aerospace defense markets. Higher sales in the naval defense market were primarily due to increased production on the Virginia-class submarine and CVN-80 aircraft carrier programs, which benefited sales $41 million and $11 million, respectively. The naval defense market also benefited from higher spares and service center sales of $19 million and increased production of helicopter handling systems on the DDG-51 guided missile destroyer program, which resulted in a sales increase of $8 million. Sales in the aerospace defense market increased due to the incremental impact from our TCG acquisition, which contributed $11 million in sales. We also experienced higher demand for actuation systems on the F-35 fighter jet program as well as embedded computing products supporting various helicopter and UAV programs, which resulted in sales increases of $9 million, $11 million, and $10 million, respectively. Commercial sales decreased $42 million, or 3%, to $1,409 million, primarily due to lower sales in the power generation and general industrial markets. The sales decrease in the power generation market was primarily due to the timing of production on the AP1000 China Direct program, which reduced sales $33 million. In the general industrial market, we experienced lower demand for our surface treatment services and were negatively impacted by the timing of an automotive contract completed in the prior year period. These decreases were partially offset by sales increases in the commercial aerospace market, primarily due to higher demand for sensors products. Liquidity and Capital Resources Sources and Uses 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. 27 Consolidated Statement of Cash Flows (In thousands) Net cash provided by (used in): Operating activities Investing activities Financing activities Effect of exchange rates Net increase (decrease) in cash and cash equivalents Operating Activities Year ended December 31, 2019 2018 $ 421,404 (240,040) (68,145) 1,748 $ 114,967 $ 336,273 (255,516) (263,639) (16,172) $(199,054) Cash provided by operating activities increased $85 million to $421 million from the comparable prior year period. The increase in net cash provided was primarily due to a prior year period voluntary pension contribution of $50 million. Net cash provided during the current period also benefited from higher collections of accounts receivable and lower inventory receipts, partially offset by higher disbursements. Investing Activities Capital Expenditures Our capital expenditures were $70 million and $53 million for 2019 and 2018, respectively. The increase in capital expenditures was primarily due to additional investment in the new DRG facility in South Carolina. For 2020, we anticipate capital expenditures of approximately $65 million to $75 million. Divestitures No material divestitures took place during 2019 or 2018. Acquisitions In 2019, we acquired two businesses for a total purchase price of $185 million. In 2018, we acquired one business for a total purchase price of $210 million. Future acquisitions will depend, in part, on the availability of financial resources at a cost of capital that meet our stringent criteria. As such, future acquisitions, if any, may be funded through the use of our cash and cash equivalents, through additional financing available under the credit agreement, or through new financing alternatives. Financing Activities Debt Issuances There were no debt issuances in 2019 or 2018. In 2018, we made a discretionary $50 million prepayment on our 2013 Notes. Revolving Credit Agreement As of December 31, 2019, the Corporation had no borrowings outstanding under the Revolving Credit Agreement (the Credit Agreement or credit facility) and $33 million in letters of credit supported by the credit facility. The unused credit available under the Credit Agreement as of December 31, 2019 was $467 million, which could be borrowed in full without violating any of our debt covenants. Repurchase of Common Stock During 2019, the Company repurchased approximately 417,000 shares of its common stock for $51 million. In 2018, the Company repurchased approximately 1,700,000 shares of its common stock for $199 million. 28 Dividends During 2019 and 2018, the Company made dividend payments of approximately $28 million and $26 million, respectively. Capital Resources Cash in Foreign Jurisdictions (In thousands) United States of America United Kingdom European Union Canada China Other foreign countries Total cash and cash equivalents As of December 31, 2018 2019 $127,600 $220,782 29,731 50,761 43,703 41,779 35,526 34,026 22,229 26,278 17,277 17,407 $276,066 $391,033 Cash and cash equivalents as of December 31, 2019 and December 31, 2018 were $391 million and $276 million, respectively. The increase in cash held by U.S. subsidiaries during 2019 as compared to 2018 was primarily due to cash repatriation of $86 million. The increase in cash held by foreign subsidiaries during 2019 as compared to 2018 was primarily due to increased net cash receipts in the current period. There are no legal or economic restrictions on the ability of any of our subsidiaries to transfer funds, absent certain regulatory approvals in China, where approximately $26 million of our foreign cash resides. Refer to Note 12 to the Consolidated Financial Statements for impacts on our foreign undistributed earnings due to the Tax Act. 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. Debt Compliance As of December 31, 2019, we were in compliance with all debt agreements and credit facility covenants, including our most restrictive covenant, which is our debt to capitalization ratio limit of 60%. As of December 31, 2019, we had the ability to incur total additional indebtedness of $1.8 billion without violating our debt to capitalization covenant. Future Commitments Cash generated from operations should be adequate to meet our planned capital expenditures of approximately $65 million to $75 million and expected dividend payments of approximately $28 million in 2020. There can be no assurance, however, that we will continue to generate cash from operations at the current level, or that these projections will remain constant throughout 2020. If cash generated from operations is not sufficient to support these operating requirements and investing activities, we may be required to reduce capital expenditures, borrow from our existing credit line, refinance a portion of our existing debt, or obtain additional financing. While all companies are subject to economic risk, we believe that our cash and cash equivalents, cash flow from operations, and available borrowings are sufficient to meet both the short-term and long-term capital needs of the organization. In January 2020 and February 2018, we made discretionary pension contributions of $150 million and $50 million, respectively, to the Curtiss-Wright Pension Plan. For more information on our pension and other postretirement benefits plans, see Note 16 to the Consolidated Financial Statements. 29 The following table quantifies our significant future contractual obligations and commercial commitments as of December 31, 2019: (In thousands) Debt Principal Repayments Operating Leases Interest Payments on Fixed Rate Debt Total Total $ 750,000 $ 2020 2021 — $100,000 $ 2022 2023 — $202,500 $ 2024 Thereafter — $447,500 205,479 32,528 29,729 23,432 21,168 18,640 79,982 168,821 42,150 $1,124,300 $62,238 $159,194 $49,302 $246,916 $37,018 $569,632 25,870 29,710 29,465 23,248 18,378 We do not have material purchase obligations. Most of our raw material purchase commitments are made directly pursuant to specific contract requirements. We enter into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to future performance on certain contracts to provide products and services and to secure advance payments we have received from certain international customers. As of December 31, 2019, we had contingent liabilities on outstanding letters of credit due as follows: (In thousands) Letters of Credit(1) Total $32,554 2020 $26,582 2021 $2,373 2022 $542 2023 $2,601 2024 $456 Thereafter $— (1) Amounts exclude bank guarantees of approximately $10.8 million. Critical Accounting Estimates and Policies Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing consolidated financial 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. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that affect our financial condition and results of operations: Revenue Recognition We account for revenues in accordance with ASC 606, Revenue from Contracts with Customers, which was adopted as of January 1, 2018 on a modified retrospective basis. Under ASC 606, revenue is recognized when control of a promised good and/or service is transferred to a customer at a transaction price that reflects the consideration that we expect to be entitled to in exchange for that good and/or service. The unit of account is a performance obligation whereby a contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the respective performance obligation is satisfied. In certain instances, the transaction price may include estimated amounts of variable consideration including but not limited to incentives, awards, price escalations, liquidated damages, and penalties, only to the extent that it is probable that a significant reversal of cumulative revenue recognized to date around such variable consideration will not occur. We estimate variable consideration to be included in the transaction price using either the expected value method or most likely amount method, contingent upon the facts and circumstances of the specific arrangement. Variable consideration associated with our respective arrangements is not typically constrained. 30 Performance obligations are satisfied either at a point-in-time or on an over-time basis. Contracts that qualify for over-time revenue recognition are generally associated with the design, development, and manufacture of highly engineered industrial products used in commercial and defense applications and generally span between 2-5 years in duration. Revenue recognized on an over-time basis for the year ended December 31, 2019 accounted for approximately 49% of total net sales. 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. Application of an over-time revenue recognition method requires the use of reasonable and dependable estimates of future material, labor, and overhead costs that will be incurred as well as a disciplined cost estimating system in which all functions of the business are integrally involved. These estimates are determined based on industry knowledge and experience of our engineers, project managers, and financial staff. Changes in total estimated costs are recognized using the cumulative catch-up method of accounting which recognizes the cumulative effect of the changes on current and prior periods in the current period. During the twelve months ended December 31, 2019, 2018, and 2017, there were no significant changes in estimated contract 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. Revenue recognized at a point-in-time for the year ended December 31, 2019 accounted for approximately 51% of total net sales. Timing of revenue recognition and cash collection may result in billed receivables, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the Consolidated Balance Sheet. Contract assets primarily relate to our right 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. Contract liabilities primarily consist of customer advances received prior to revenue being earned. Contract assets and contract liabilities are reported in the “Receivables, net” and “Deferred revenue” lines, respectively, within the Consolidated Balance Sheet. As we adopted ASC 606 using a modified retrospective method, our Consolidated Financial Statements for the year ended December 31, 2017 were not retrospectively adjusted. For the year ended December 31, 2017, revenue was recognized when the earnings process was considered substantially complete with all of the following criteria met: 1) persuasive evidence of an arrangement existed; 2) delivery occurred or services were rendered; 3) our price to the customer was fixed or determinable; and 4) collectability was reasonably assured. We determined the appropriate revenue recognition method by analyzing the terms and conditions of each contract. Revenue was recognized on product sales as production units were shipped and title and risk of loss was transferred. Revenue was recognized on service-type contracts as services were rendered. The significant estimates made in recognizing revenue were primarily for long-term contracts, which were generally accounted for using the cost-to-cost method of percentage of completion accounting. Under the cost-to-cost method, profits were recorded pro-rata, based upon estimates of direct and indirect costs to complete such contracts. Any changes in estimates of contract sales, costs, or profits were recognized using the cumulative catch-up method of accounting. Inventory Inventory costs include materials, direct labor, purchasing, and manufacturing overhead costs, which are stated at the lower of cost or net realizable value. We estimate the net realizable value of our inventories and establish reserves to reduce the carrying amount of these inventories to net realizable value, as necessary. We continually evaluate the adequacy of the inventory reserves by reviewing historical scrap rates, on-hand quantities as compared with historical and projected usage levels, and other anticipated contractual requirements. We generally hold reserved inventory for extended periods before scrapping and disposing of the reserved inventory, which contributes to a higher level of reserved inventory relative to the level of annual inventory write-offs. We purchase materials for the manufacture of components for sale. The decision to purchase a set quantity of a particular item is influenced by several factors including: current and projected price, future estimated availability, existing and projected contracts to produce certain items, and the estimated needs for our businesses. 31 Pension and Other Postretirement Benefits In consultation with our actuaries, we determine the appropriate assumptions for use in determining the liability for future pension and other postretirement benefits. The most significant of these assumptions include the discount rates used to determine plan obligations, the expected return on plan assets, and the number of employees who will receive benefits, their tenure, their salary levels, and their projected mortality. Changes in these assumptions, if significant in future years, may have an effect on our pension and postretirement expense, associated pension and postretirement assets and liabilities, and our annual cash requirements to fund these plans. The discount rate used to determine the plan benefit obligations as of December 31, 2019, and the annual periodic costs for 2020, was decreased from 4.28% to 3.22% for the Curtiss-Wright Pension Plan, and from 4.19% to 3.10% for the nonqualified benefit plan, to reflect current economic conditions. The rates reflect the hypothetical rates at which the projected benefit obligations could be effectively settled or paid out to participants on that date. We determine our discount rates for past service liabilities and service cost utilizing a select bond yield curve developed by our actuaries, by using the rates of return on high-quality, fixed-income corporate bonds available at the measurement date with maturities that match the plan’s expected cash outflows for benefit payments. Interest cost is determined by applying the spot rate from the full yield curve to each anticipated benefit payment. The discount rate changes contributed to an increase in the benefit obligation of $110 million in the CW plans. The rate of compensation increase for base pay in the pension plans was unchanged at a weighted average of 3.5% based upon a graded scale of 4.9% to 2.9% that decrements as pay increases, which reflects the experience over past years and the Company’s expectation of future salary increases. We also updated our mortality assumptions to utilize the Pri-2012 tables published by the Society of Actuaries in October 2019, and updated the projected mortality scale to MP-2019, which reflects a slower rate of future mortality improvements than the previous MP-2018 table utilized. These changes contributed to a decrease in the benefit obligation of $3 million in all U.S. plans. The overall expected return on assets assumption is based primarily on the expectations of future performance. Expected future performance is determined by weighting the expected returns for each asset class by the plan’s asset allocation. The expected returns are based on long-term capital market assumptions provided by our investment consultants. Based on a review of market trends, actual returns on plan assets, and other factors, the Company’s expected long-term rate of return on plan assets was reduced to 7.50% as of December 31, 2019, which will be utilized for determining 2020 pension cost. An expected long-term rate of return of 8.00% was used for determining 2019, 2018 and 2017 pension expense. The timing and amount of future pension income or expense to be recognized each year is dependent on the demographics and expected compensation of the plan participants, the expected interest rates in effect in future years, inflation, and the actual and expected investment returns of the assets in the pension trust. The funded status of the Curtiss-Wright Pension Plan decreased by $24 million in 2019, primarily driven by a decrease in market interest rates as of December 31, 2019. This was partially offset by favorable asset experience due to strong market performance in 2019. The following table reflects the impact of changes in selected assumptions used to determine the funded status of the Company’s U.S. qualified and nonqualified pension plans as of December 31, 2019 (in thousands, except for percentage point change): Assumption Discount rate Rate of compensation increase Expected return on assets Percentage Point Change (0.25)% 0.25 % (0.25)% Increase in Benefit Obligation $25,800 $ 2,500 — Increase in Expense $2,600 $ 500 $2,100 See Note 16 to the Consolidated Financial Statements for further information on our pension and postretirement plans. 32 Goodwill We have $1.2 billion in goodwill as of December 31, 2019. Generally, the largest separately identifiable asset from the businesses that we acquire is the value of their assembled workforces, which includes the additional benefit received from management, administrative, marketing, business development, engineering, and technical employees of the acquired businesses. The success of our acquisitions, including the ability to retain existing business and to successfully compete for and win new business, is based on the additional benefit received from management, administrative, marketing, and business development, scientific, engineering, and technical skills and knowledge of our employees rather than on productive capital (plant and equipment, technology, and intellectual property). Therefore, since intangible assets for assembled workforces are part of goodwill, the substantial majority of the intangible assets for our acquired business acquisitions are recognized as goodwill. We test for goodwill impairment annually, at the reporting unit level, in the fourth quarter, which coincides with the preparation of our strategic operating plan. Additionally, goodwill is tested for impairment when an event occurs or if circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We perform either a quantitative or qualitative assessment to assess if the fair value of the respective reporting unit exceeds its carrying value. The qualitative goodwill impairment assessment requires evaluating factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As part of our goodwill qualitative assessment process for each reporting unit, when utilized, we evaluate various factors that are specific to the reporting unit as well as industry and macroeconomic factors in order to determine whether it is reasonably likely to have a material impact on the fair value of our reporting units. Examples of the factors that are considered include the results of the most recent impairment test, current and long-range forecasts, and changes in the strategic outlook or organizational structure of the reporting units. The long-range financial forecasts of the reporting units are compared to the forecasts used in the prior year analysis to determine if management expectations for the business have changed. Actual results may differ from those estimates. When performing the quantitative assessment to calculate the fair value of a reporting unit, we consider both comparative market multiples as well as estimated discounted cash flows for the reporting unit. The significant estimates and assumptions include, but are not limited to, revenue growth rates, operating margins, and future economic and market conditions. The discount rates are based upon the reporting unit’s weighted average cost of capital. As a supplement, we conduct additional sensitivity analysis to assess the risk for potential impairment based upon changes in the key assumptions such as the discount rate, expected long-term growth rate, and cash flow projections. Based upon the completion of our annual test, which included qualitative assessments, we determined that there was no impairment of goodwill and that all reporting units’ estimated fair values were substantially in excess of their carrying amounts. Other Intangible Assets Other intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, and trademarks. Intangible assets are recorded at their fair values as determined through purchase accounting, based on estimates and judgments regarding expectations for the estimated future after-tax earnings and cash flows arising from follow-on sales. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which generally range from 1 to 20 years. Customer-related intangibles primarily consist of customer relationships, which reflect the value of the benefit derived from the incremental revenue and related cash flows as a direct result of the customer relationship. We review the recoverability of all intangible assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. We would record any impairment in the reporting period in which it has been identified. 33 Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We are exposed to certain market risks from changes in interest rates and foreign currency exchange rates as a result of our global operating and financing activities. We seek to minimize any material risks from foreign currency exchange rate fluctuations through our normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We used forward foreign currency contracts to manage our currency rate exposures during the year ended December 31, 2019, and, in order to manage our interest rate risk, we may, from time to time, enter into interest rate swaps to balance the ratio of fixed to floating rate debt. We do not use such instruments for trading or other speculative purposes. Information regarding our accounting policy on financial instruments is contained in Note 1 to the Consolidated Financial Statements. Interest Rates The market risk for a change in interest rates relates primarily to our debt obligations. Our fixed rate interest exposure was 100% as of December 31, 2019 and December 31, 2018. As of December 31, 2019, a change in interest rates of 1% would not have a material impact on consolidated interest expense. Information regarding our Senior Notes and Revolving Credit Agreement is contained in Note 13 to the Consolidated Financial Statements. Foreign Currency Exchange Rates Although the majority of our business is transacted in U.S. dollars, we do have market risk exposure to changes in foreign currency exchange rates, primarily as it relates to the value of the U.S. dollar versus the British Pound, Canadian dollar, and Euro. Any significant change against the U.S. dollar in the value of the currencies of those countries in which we do business could have an effect on our business, financial condition, and results of operations. If foreign exchange rates were to collectively weaken or strengthen against the U.S. dollar by 10%, net earnings would have decreased or increased, respectively, by approximately $6 million as it relates exclusively to foreign currency exchange rate exposures. Financial instruments expose us to counter-party credit risk for non-performance and to market risk for changes in interest and foreign currency rates. We manage exposure to counter-party credit risk through specific minimum credit standards, diversification of counter-parties, and procedures to monitor concentrations of credit risk. We monitor the impact of market risk on the fair value and cash flows of our investments by investing primarily in investment grade interest-bearing securities, which have short-term maturities. We attempt to minimize possible changes in interest and currency exchange rates to amounts that are not material to our consolidated results of operations and cash flows. 34 Item 8. Financial Statements and Supplementary Data. CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) Net sales Product sales Service sales Total net sales Cost of sales Cost of product sales Cost of service sales Total cost of sales Gross profit Research and development expenses Selling expenses General and administrative expenses Operating income Interest expense Other income, net Earnings before income taxes Provision for income taxes Net earnings Basic earnings per share Diluted earnings per share: Dividends per share Weighted average shares outstanding: Basic Diluted For the years ended December 31, 2019 2018 2017 $2,073,530 414,431 2,487,961 $1,993,249 418,586 2,411,835 $1,854,216 416,810 2,271,026 1,329,761 259,455 1,589,216 898,745 72,520 120,861 301,411 403,953 31,347 23,856 396,462 (88,879) $ 307,583 7.20 $ 7.15 $ 0.66 $ 1,272,599 267,975 1,540,574 871,261 64,525 126,641 306,469 373,626 33,983 16,596 356,239 (80,490) $ 275,749 6.28 $ 6.22 $ 0.60 $ 1,198,881 271,360 1,470,241 800,785 61,393 121,873 292,399 325,120 41,471 15,970 299,619 (84,728) $ 214,891 4.86 $ 4.80 $ 0.56 $ 42,739 43,016 43,892 44,316 44,182 44,761 See notes to consolidated financial statements 35  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Net earnings Other comprehensive income Foreign currency translation, net of tax(1) Pension and postretirement adjustments, net of tax(2) Other comprehensive income (loss), net of tax Comprehensive income For the years ended December 31, 2019 $307,583 2018 $275,749 2017 $214,891 18,447 (29,017) (10,570) $297,013 (52,440) (19,167) (71,607) $204,142 77,942 (3,026) 74,916 $289,807 (1) The tax benefit (expense) included in other comprehensive income for foreign currency translation adjustments for 2019, 2018, and 2017 were ($0.1) million, $0.8 million, and ($1.9) million, respectively. (2) The tax benefit included in other comprehensive income for pension and postretirement adjustments for 2019, 2018, and 2017 were $8.5 million, $7.0 million, and $2.8 million, respectively. See notes to consolidated financial statements 36 CONSOLIDATED BALANCE SHEETS ASSETS (In thousands, except share data) Current assets: Cash and cash equivalents Receivables, net Inventories, net Other current assets Total current assets Property, plant, and equipment, net Goodwill Other intangible assets, net Operating lease right-of-use assets, net Other assets Total assets Current liabilities: LIABILITIES Current portion of long-term and short-term debt Accounts payable Accrued expenses Income taxes payable Deferred revenue Other current liabilities Total current liabilities Long-term debt Deferred tax liabilities Accrued pension and other postretirement benefit costs Long-term operating lease liability Long-term portion of environmental reserves Other liabilities Total liabilities Contingencies and Commitments (Notes 9, 13, and 18) STOCKHOLDERS’ EQUITY As of December 31, 2019 2018 $ 391,033 632,194 424,835 81,729 1,529,791 385,593 1,166,680 479,907 165,490 36,800 $3,764,261 $ 276,066 593,755 423,426 50,719 1,343,966 374,660 1,088,032 429,567 — 19,160 $3,255,385 $ — $ 222,000 164,744 7,670 276,115 74,202 744,731 760,639 80,159 138,635 145,124 15,026 105,575 1,989,889 243 232,983 166,954 5,811 236,508 44,829 687,328 762,313 47,121 101,227 — 15,777 110,838 1,724,604 Common stock, $1 par value, 100,000,000 shares authorized as of December 31, 2019 and December 31, 2018; 49,187,378 shares issued as of December 31, 2019 and December 31, 2018; outstanding shares were 42,680,215 as of December 31, 2019 and 42,772,417 as of December 31, 2018 Additional paid in capital Retained earnings Accumulated other comprehensive loss Common treasury stock, at cost (6,507,163 shares as of December 31, 2019 and 6,414,961 shares as of December 31, 2018) Total stockholders’ equity Total liabilities and stockholders’ equity See notes to consolidated financial statements 49,187 116,070 2,497,111 (325,274) 49,187 118,234 2,191,471 (288,447) (562,722) 1,774,372 $3,764,261 (539,664) 1,530,781 $3,255,385 37 CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Cash flows from operating activities: Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization (Gain) loss on sale of businesses (Gain) loss on sale/disposal of long-lived assets Deferred income taxes Share-based compensation Changes in operating assets and liabilities, net of businesses acquired and disposed of: Receivables, net Inventories, net Progress payments Accounts payable and accrued expenses Deferred revenue Income taxes Pension and postretirement, net Other Net cash provided by operating activities Cash flows from investing activities: Proceeds from sales and disposals of long-lived assets Additions to property, plant, and equipment Acquisition of businesses, net of cash acquired Other Net cash used for investing activities Cash flows from financing activities: Borrowings under revolving credit facilities Payment of revolving credit facilities Principal payments on debt Repurchases of company stock Proceeds from share-based compensation plans Dividends paid Other Net cash used for financing activities Effect of exchange-rate changes on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disclosure of non-cash activities: For the years ended December 31, 2017 2019 2018 $ 307,583 $ 275,749 $ 214,891 102,412 — (11,054) 40,787 13,669 102,949 (1,735) (1,120) 8,562 14,094 (12,613) (3,485) (4,834) (18,629) 36,134 (15,625) (1,310) (11,631) 421,404 (57,492) (41,197) (11,121) 48,930 23,082 (8,847) (43,759) 28,178 336,273 15,093 (69,752) (185,209) (172) (240,040) 9,117 (53,417) (210,167) (1,049) (255,516) 37,692 (37,934) 372,980 (372,887) — (50,000) (198,592) 11,940 (26,328) (752) (263,639) (16,172) (199,054) 475,120 $ 391,033 $ 276,066 (50,661) 11,770 (28,200) (812) (68,145) 1,748 114,967 276,066 99,995 (875) 29 (5,782) 11,572 (16,388) 19,711 (774) 4,323 36,898 (5,479) 3,481 27,110 388,712 6,769 (52,705) (232,630) 6,238 (272,328) 7,658 (8,176) (150,000) (52,127) 14,179 (24,740) (692) (213,898) 18,786 (78,728) 553,848 $ 475,120 Capital expenditures incurred but not yet paid 2,015 2,193 976 See notes to consolidated financial statements 38 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) January 1, 2017 Net earnings Other comprehensive income, net of tax Dividends paid Restricted stock Stock options exercised Other Share-based compensation Repurchase of common stock December 31, 2017 Cumulative effect from adoption of ASC 606 Net earnings Other comprehensive loss, net of tax Dividends paid Restricted stock Stock options exercised Other Share-based compensation Repurchase of common stock December 31, 2018 Cumulative effect from adoption of ASU 2018-02 Net earnings Other comprehensive loss, net of tax Dividends paid Restricted stock Stock options exercised Other Share-based compensation Repurchase of common stock December 31, 2019 Retained Earnings Common Stock — — — — — — — (12,104) (5,724) — (2,237) — 11,191 — — — Additional Paid in Capital $49,187 $129,483 $1,754,907 214,891 — (24,740) — — (734) — — $49,187 $120,609 $1,944,324 (2,274) 275,749 — (26,328) — — — — — $49,187 $ 118,234 $2,191,471 — — — — — — — — — (13,134) (2,355) — (752) — 13,866 — — — Accumulated Other Comprehensive Income (Loss) $(291,756) — 74,916 — — — — — — $(216,840) — — (71,607) — — — — — — $(288,447) — — — — — — — — — (10,483) (4,226) — (719) — 13,264 — — — 26,257 307,583 — (28,200) — — — — — $49,187 $ 116,070 $ 2,497,111 (26,257) — (10,570) — — — — — — $(325,274) Treasury Stock $(350,630) — — — 12,105 19,902 889 381 (52,127) $(369,480) — — — — 13,134 14,294 752 228 (198,592) $(539,664) — — — — 10,483 15,996 719 405 (50,661) $(562,722) See notes to consolidated financial statements 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Curtiss-Wright Corporation and its subsidiaries (the Corporation or the Company) is a global, diversified manufacturing and service company that designs, manufactures, and overhauls precision components and provides highly engineered products and services to the aerospace, defense, general industrial, and power generation markets. Principles of Consolidation The consolidated financial statements include the accounts of the Corporation and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated. Use of Estimates The financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP), which requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. The most significant of these estimates includes the estimate of costs to complete long-term contracts, the estimate of useful lives for property, plant, and equipment, cash flow estimates used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, estimates for the valuation and useful lives of intangible assets and legal reserves. Actual results may differ from these estimates. Cash and Cash Equivalents Cash equivalents consist of money market funds and commercial paper that are readily convertible into cash, all with original maturity dates of three months or less. Inventory Inventories are stated at lower of cost or net realizable value. Production costs are comprised of direct material and labor and applicable manufacturing overhead. Progress Payments Certain long-term contracts provide for interim billings as costs are incurred on the respective contracts. Pursuant to contract provisions, agencies of the U.S. Government and other customers obtain control of promised goods or services to the extent that progress payments are received. Accordingly, these receipts have been reported as a reduction of unbilled receivables as presented in Note 4 to the Consolidated Financial Statements. In the event that progress payments received exceed revenue recognized to date on a specific contract, a contract liability has been established with such amount reported in the “Deferred revenue” line within the Consolidated Balance Sheet. The Corporation also receives progress payments on development contracts related to certain aerospace and defense programs. Progress payments received on partially funded development contracts have been reported as a reduction of inventories, as presented in Note 5 to the Consolidated Financial Statements. Property, Plant, and Equipment Property, plant, and equipment are carried at cost less accumulated depreciation. Major renewals and betterments are capitalized, while maintenance and repairs that do not improve or extend the life of the asset are expensed in the period that they are incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. 40 Average useful lives for property, plant, and equipment are as follows: Buildings and improvements Machinery, equipment, and other 5 to 40 years 3 to 15 years See Note 6 to the Consolidated Financial Statements for further information on property, plant, and equipment. Intangible Assets Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, trademarks, and technology licenses. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from 1 to 20 years. See Note 8 to the Consolidated Financial Statements for further information on other intangible assets. Impairment of Long-Lived Assets The Corporation reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Corporation compares the estimated fair value determined by either the undiscounted future net cash flows or appraised value to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value in the period in which the impairment becomes known. The Corporation recognized no significant impairment charges on assets held in use during the years ended December 31, 2019, 2018, and 2017. Goodwill Goodwill results from business acquisitions. The Corporation accounts for business acquisitions by allocating the purchase price to the tangible and intangible assets acquired and liabilities assumed. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts allocated is recorded as goodwill. The recoverability of goodwill is subject to an annual impairment test or whenever an event occurs or circumstances change that would more likely than not result in an impairment. The impairment test is based on the estimated fair value of the underlying businesses. The Corporation’s goodwill impairment test is performed annually in the fourth quarter of each year. See Note 7 to the Consolidated Financial Statements for further information on goodwill. Fair Value of Financial Instruments Accounting guidance requires certain disclosures regarding the fair value of financial instruments. Due to the short maturities of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, the net book value of these financial instruments is deemed to approximate fair value. See Notes 10 and 13 to the Consolidated Financial Statements for further information on the Corporation’s financial instruments. Research and Development The Corporation funds research and development programs for commercial products and independent research and development and bid and proposal work related to government contracts. Development costs include engineering for new customer requirements. Corporation-sponsored research and development costs are expensed as incurred. Research and development costs associated with customer-sponsored programs are capitalized to inventory and are recorded in cost of sales when products are delivered or services performed. Funds received under shared development contracts are a reduction of the total development expenditures under the shared contract and are shown net as research and development costs. 41 Accounting for Share-Based Payments The Corporation follows the fair value based method of accounting for share-based employee compensation, which requires the Corporation to expense all share-based employee compensation. Share-based employee compensation is a non-cash expense since the Corporation settles these obligations by issuing the shares of Curtiss-Wright Corporation instead of settling such obligations with cash payments. Compensation expense for non-qualified share options, performance shares, and time-based restricted stock is recognized over the requisite service period for the entire award based on the grant date fair value. Income Taxes The Corporation accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. The Corporation records amounts related to uncertain income tax positions by 1) prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements and 2) the measurement of the income tax benefits recognized from such positions. The Corporation’s accounting policy is to classify uncertain income tax positions that are not expected to be resolved in one year as a non-current income tax liability and to classify interest and penalties as a component of interest expense and general and administrative expenses, respectively. See Note 12 to the Consolidated Financial Statements for further information. Foreign Currency For operations outside the United States of America that prepare financial statements in currencies other than the U.S. dollar, the Corporation translates assets and liabilities at period-end exchange rates and income statement amounts using weighted-average exchange rates for the period. The cumulative effect of translation adjustments is presented as a component of accumulated other comprehensive income (loss) within stockholders’ equity. This balance is primarily affected by foreign currency exchange rate fluctuations. (Gains) and losses from foreign currency transactions are included in General and administrative expenses in the Consolidated Statement of Earnings, which amounted to $7.2 million, $(4.5) million, and $5.4 million for the years ended December 31, 2019, 2018, and 2017, respectively. Derivatives Forward Foreign Exchange and Currency Option Contracts The Corporation uses financial instruments, such as forward exchange and currency option contracts, to hedge a portion of existing and anticipated foreign currency denominated transactions. The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations. All of the derivative financial instruments are recorded at fair value based upon quoted market prices for comparable instruments, with the gain or loss on these transactions recorded into earnings in the period in which they occur. These (gains) and losses are classified as General and administrative expenses in the Consolidated Statement of Earnings and amounted to ($2.1) million, $6.6 million, and ($0.3) million for the years ended December 31, 2019, 2018, and 2017, respectively. The Corporation does not use derivative financial instruments for trading or speculative purposes. 42 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. The Corporation periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Corporation exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates. Recently Issued Accounting Standards Recent accounting standards adopted ASU 2016-02 - Leases - On January 1, 2019, the Corporation adopted ASC 842, Leases, using the optional transition method of adoption which permits the entity to continue presenting all periods prior to January 1, 2019 under previous lease accounting guidance. In conjunction with the adoption, the Corporation elected the package of practical expedients which permits the entity to forgo reassessment of conclusions reached regarding lease existence and lease classification under previous guidance, as well as the practical expedient to not separate non-lease components. Further, the Corporation made an accounting policy election to account for short-term leases in a manner consistent with the methodology applied under previous guidance. The adoption of this standard resulted in an increase of approximately $151 million in both total assets and total liabilities in the Corporation’s Consolidated Balance Sheet as of January 1, 2019. ASU 2018-02 - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income - On January 1, 2019, the Corporation adopted ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits the reclassification of tax effects stranded in accumulated other comprehensive income to retained earnings as a result of the 2017 Tax Cuts and Jobs Act (the Tax Act). The adoption of this standard resulted in a reclassification of $26 million from accumulated other comprehensive loss to retained earnings in the Corporation’s Consolidated Balance Sheet as of January 1, 2019. ASU 2018-14 - Changes to the Disclosure Requirements for Defined Benefit Plans - In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. Specifically, the amendment removes disclosure requirements for amounts classified in accumulated other comprehensive income expected to be recognized over the next year and the effects of a one-percentage-point change in the assumed health care cost trend rate on service cost, interest cost, and the benefit obligation for postretirement benefits. The amendment also requires additional disclosure around weighted-average interest crediting rates for cash balance plans, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets. The Corporation early adopted this standard as of December 31, 2019 and included revised disclosures within Note 16 of the Consolidated Financial Statements. Recent accounting standards to be adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ASU adds a current expected credit loss impairment model to U.S. GAAP that is based on expected losses rather than incurred losses whereby a broader range of reasonable and supportable information is required to be utilized in order to derive credit loss estimates. The Corporation plans to adopt the ASU as of January 1, 2020 as the standard is effective for fiscal years beginning after December 15, 2019. The Corporation is currently evaluating the impact of adopting this standard, but does not expect the adoption to have a material impact on its Consolidated Financial Statements. 43 2. REVENUE The Corporation accounts for revenues in accordance with ASC 606, Revenue from Contracts with Customers, which was adopted as of January 1, 2018 on a modified retrospective basis. Under ASC 606, revenue is recognized when control of a promised good and/or service is transferred to a customer at a transaction price 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. In certain instances, the transaction price may include estimated amounts of variable consideration including but not limited to incentives, awards, price escalations, liquidated damages, and penalties, only to the extent that it is probable that a significant reversal of cumulative revenue recognized to date around such variable consideration will not occur. The Corporation estimates variable consideration to be included in the transaction price using either the expected value method or most likely amount method, contingent upon the facts and circumstances of the specific arrangement. Variable consideration associated with the Corporation’s respective arrangements is not typically constrained. The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis. Revenue recognized on an over-time basis for the year ended December 31, 2019 and 2018 accounted for approximately 49% and 46%, respectively, of total net sales. 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. Changes in total estimated costs are recognized using the cumulative catch-up method of accounting which recognizes the cumulative effect of the changes on current and prior periods in the current period. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. A significant change in an estimate on one or more contracts could have a material effect on the Corporation’s consolidated financial position, results or operations, or cash flows. However, there were no significant changes in estimated contract costs during 2019, 2018, or 2017. 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. Revenue recognized at a point-in-time for the year ended December 31, 2019 and 2018 accounted for approximately 51% and 54%, respectively, of total net sales. 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 $2.2 billion as of December 31, 2019, of which the Corporation expects to recognize approximately 92% as net sales over the next 12-36 months. The remainder will be recognized thereafter. 44 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 (In thousands) Defense Aerospace Ground Naval Total Defense Customers Commercial Aerospace Power Generation General Industrial Total Commercial Customers Total Contract Balances Year Ended December 31, 2019 2018 2017 $ 416,841 93,432 568,776 $1,079,049 $ 376,951 97,131 486,476 $ 960,558 $ 372,678 96,042 408,221 $ 876,941 $ 433,038 392,173 583,701 $1,408,912 $2,487,961 $ 414,422 431,793 605,062 $1,451,277 $ 2,411,835 $ 409,384 423,747 560,954 $1,394,085 $2,271,026 Timing of revenue recognition and cash collection may result in billed receivables, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the 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. Revenues recognized for the years ended December 31, 2019 and 2018 included in the contract liabilities balance at the beginning of the respective years were approximately $198 million and $164 million, respectively. Changes in contract assets and contract liabilities as of December 31, 2019 were not materially impacted by any other factors. Contract assets and contract liabilities are reported in the “Receivables, net” and “Deferred revenue” lines, respectively, within the Consolidated Balance Sheet. Pre-adoption of ASC 606 As the Corporation adopted ASC 606 using the modified retrospective method, the Consolidated Financial Statements for the year ended December 31, 2017 were not retrospectively adjusted. For the year ended December 31, 2017, revenue was recognized when the earnings process was considered substantially complete with all of the following criteria met: 1) persuasive evidence of an arrangement existed; 2) delivery occurred or services were rendered; 3) the Corporation’s price to its customer was fixed or determinable; and 4) collectability was reasonably assured. The Corporation determined the appropriate revenue recognition method by analyzing the terms and conditions of each contract. Revenue was recognized on product sales as production units were shipped and title and risk of loss was transferred. Revenue was recognized on service-type contracts as services were rendered. The significant estimates made in recognizing revenue were primarily for long-term contracts, which were generally accounted for using the cost-to-cost method of percentage of completion accounting. Under the cost-to-cost method, profits were recorded pro-rata, based upon estimates of direct and indirect costs to complete such contracts. Any changes in estimates of contract sales, costs, or profits were recognized using the cumulative catch-up method of accounting. 45 3. ACQUISITIONS The Corporation continually evaluates potential acquisitions that either strategically fit within the Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets. The Corporation has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Corporation’s financial statements. This goodwill arises because the purchase prices for these businesses reflect the future earnings and cash flow potential in excess of the earnings and cash flows attributable to the current product and customer set at the time of acquisition. Thus, goodwill inherently includes the know-how of the assembled workforce, the ability of the workforce to further improve the technology and product offerings, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. The Corporation allocates the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. Only items identified as of the acquisition date are considered for subsequent adjustment. The Corporation will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. During the twelve months ended December 31, 2019, the Corporation acquired two businesses for an aggregate purchase price of $185 million, net of cash acquired. During the twelve months ended December 31, 2018, the Corporation acquired one business for an aggregate purchase price of $210 million, net of cash acquired. These acquisitions are described in more detail below. For the year ended December 31, 2019 and 2018, included within the Consolidated Statement of Earnings, the Corporation’s acquisitions contributed $11 million and $64 million of total net sales, respectively, and immaterial net earnings in both periods. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during 2019 and 2018: (In thousands) Accounts receivable Inventory Property, plant, and equipment Intangible assets Operating lease right-of-use assets, net Other current and non-current assets Current and non-current liabilities Net tangible and intangible assets Purchase price Goodwill Goodwill deductible for tax purposes 2019 Acquisitions 901D Holdings, LLC (901D) 2019 $ 16,551 7,608 1,117 94,400 4,605 888 (11,604) 113,565 185,209 $ 71,644 2018 $ 24,385 31,875 3,206 146,100 — 47 (5,374) 200,239 210,167 9,928 $ $ 72,777 $ 9,928 On December 31, 2019, the Corporation acquired 100% of the membership interests of 901D for $135.1 million, net of cash acquired. The Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. 901D is a designer and manufacturer of mission-critical integrated electronic systems, subsystems, and ruggedized shipboard enclosure solutions supporting every major U.S. Navy shipbuilding program. The acquired business will operate within the Defense segment. The acquisition is subject to post-closing adjustments with the purchase price allocation not yet complete. 46 Tactical Communications Group (TCG) On March 15, 2019, the Corporation acquired 100% of the membership interests of TCG for $50.1 million, net of cash acquired. The Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. TCG is a designer and manufacturer of tactical data link software solutions for critical military communications systems. The acquired business operates within the Defense segment. 2018 Acquisitions Dresser-Rand Government Business (DRG) On April 2, 2018, the Corporation acquired certain assets and assumed certain liabilities of DRG for $210.2 million in cash. The Asset Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type. DRG is a designer and manufacturer of mission-critical, high-speed rotating equipment solutions and also acts as the sole supplier of steam turbines and main engine guard valves on all aircraft carrier programs. The acquired business operates within the Power segment. 4. RECEIVABLES Receivables include current notes, amounts billed to customers, claims, other receivables, and unbilled revenue on long-term contracts, which consists of amounts recognized as sales but not billed. Substantially all amounts of unbilled receivables are expected to be billed and collected in the subsequent 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. Credit risk is diversified due to the large number of entities comprising the Corporation’s customer base and their geographic dispersion. The Corporation is either a prime contractor or subcontractor to various agencies of the U.S. Government. Revenues derived directly and indirectly from government sources (primarily the U.S. Government) were 43% and 40% of total net sales in 2019 and 2018, respectively. Total receivables due from government sources (primarily the U.S. Government) were $343.5 million and $329.1 million as of December 31, 2019 and 2018, respectively. Government (primarily the U.S. Government) unbilled receivables, net of progress payments, were $195.7 million and $180.0 million as of December 31, 2019 and 2018, respectively. The composition of receivables as of December 31 is as follows: (In thousands) Billed receivables: Trade and other receivables Less: Allowance for doubtful accounts Net billed receivables Unbilled receivables: Recoverable costs and estimated earnings not billed Less: Progress payments applied Net unbilled receivables Receivables, net 2019 2018 $ 418,968 (8,733) 410,235 $ 390,306 (7,436) 382,870 231,067 (9,108) 221,959 $ 632,194 225,810 (14,925) 210,885 $ 593,755 47 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. The caption “Inventoried costs related to U.S. Government and other long-term contracts” 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 as of December 31 is as follows: (In thousands) Raw material Work-in-process Finished goods Inventoried costs related to U.S. Government and other long-term contracts(1) Gross inventories Less: Inventory reserves Progress payments applied Inventories, net 2019 $ 183,576 105,874 131,124 70,998 491,572 (58,594) (8,143) $ 424,835 2018 $ 214,442 74,536 143,016 54,195 486,189 (55,776) (6,987) $ 423,426 (1) As of December 31, 2019 and 2018, this caption also includes capitalized development costs of $39.1 million and $44.4 million, respectively, related to certain aerospace and defense programs. These capitalized costs will be liquidated as units are produced under contract. As of December 31, 2019 and 2018, capitalized development costs of $23.7 million and $24.1 million, respectively, are not currently supported by existing firm orders. 6. PROPERTY, PLANT, AND EQUIPMENT The composition of property, plant, and equipment as of December 31 is as follows: (In thousands) Land Buildings and improvements Machinery, equipment, and other Property, plant, and equipment, at cost Less: Accumulated depreciation Property, plant, and equipment, net $ 2019 18,632 234,112 849,527 1,102,271 (716,678) $ 385,593 $ 2018 18,548 226,743 801,169 1,046,460 (671,800) $ 374,660 Depreciation expense for the years ended December 31, 2019, 2018, and 2017 was $57.4 million, $59.4 million, and $61.6 million, respectively. 7. GOODWILL The changes in the carrying amount of goodwill for 2019 and 2018 are as follows: (In thousands) December 31, 2017 Acquisitions Divestitures Foreign currency translation adjustment December 31, 2018 Acquisitions Adjustments Foreign currency translation adjustment December 31, 2019 Defense $460,332 — (1,594) (9,867) $448,871 71,644 (208) 4,962 $525,269 Power $187,466 9,928 — (248) $197,146 — — 151 $197,297 Consolidated $1,096,329 9,928 (1,705) (16,520) $1,088,032 71,644 (208) 7,212 $1,166,680 Commercial/ Industrial $448,531 — (111) (6,405) $442,015 — — 2,099 $ 444,114 48 The purchase price allocations relating to the businesses acquired are initially based on estimates. The Corporation adjusts these estimates based upon final analysis, including input from third party appraisals when deemed appropriate. The determination of fair value is finalized no later than twelve months from acquisition. Goodwill adjustments represent subsequent adjustments to the purchase price allocation for acquisitions. The Corporation completed its annual goodwill impairment testing as of October 31, 2019, 2018, and 2017 and concluded that there was no impairment of goodwill. 8. OTHER INTANGIBLE ASSETS, NET Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, and trademarks. Intangible assets are amortized over useful lives that generally range between 1 and 20 years. The following tables present the cumulative composition of the Corporation’s intangible assets as of December 31, 2019 and December 31, 2018, respectively. (In thousands) Technology Customer related intangibles Programs(1) Other intangible assets Total Gross 2019 Accumulated Amortization $257,676 $(140,390) (215,855) (12,600) (31,145) $879,897 $(399,990) 434,492 144,000 43,729 Net 2018 Accumulated Amortization Gross $ 117,286 $238,212 $(123,156) (193,455) 358,832 (5,400) 144,000 (29,806) 40,340 $479,907 $781,384 $(351,817) 218,637 131,400 12,584 Net $ 115,056 165,377 138,600 10,534 $429,567 (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. During the year ended December 31, 2019, the Corporation acquired intangible assets of $94.4 million which included Customer-related intangibles of $73.3 million, Technology of $17.7 million, and Other intangible assets of $3.4 million. The weighted average amortization periods for these aforementioned intangible assets are 14.1 years, 15.0 years, and 8.0 years, respectively. Amortization expense for the years ended December 31, 2019, 2018, and 2017 was $45.0 million, $43.6 million, and $38.4 million, respectively. The estimated future amortization expense of intangible assets over the next five years is as follows: (In thousands) 2020 2021 2022 2023 2024 9. LEASES $55,360 45,692 43,149 39,398 36,010 The Corporation conducts a portion of its operations from leased facilities, which include manufacturing and service facilities, administrative offices, and warehouses. In addition, the Corporation leases vehicles, machinery, and office equipment under operating leases. Our leases have remaining lease terms of 1 year to 25 years, some of which include options for renewals, escalations, or terminations. Rental expenses for all operating leases amounted to $37.2 million, $38.4 million, and $37.1 million in 2019, 2018, and 2017, respectively. 49 Generally, the Corporation’s lease contracts do not provide a readily determinable interest rate. Accordingly, the Corporation determines the incremental borrowing rate as of the lease commencement date in order to calculate the present value of its lease payments. The incremental borrowing rate is determined based on information available at the lease commencement date, including the lease term, market rates for the Corporation’s outstanding debt, as well as market rates for debt of companies with similar credit ratings. The components of lease expense were as follows: (In thousands) Operating lease cost Finance lease cost: Depreciation of finance leases Interest on lease liabilities Total finance lease cost Supplemental cash flow information related to leases was as follows: (In thousands) Cash used for operating activities: Operating cash flows used for operating leases Operating cash flows used for finance leases Non-cash activity: Right-of-use assets obtained in exchange for operating lease obligations Supplemental balance sheet information related to leases was as follows: (In thousands, except lease term and discount rate) Operating Leases Operating lease right-of-use assets, net Other current liabilities Long-term operating lease liability Total operating lease liabilities Finance Leases Property, plant, and equipment Accumulated depreciation Property, plant, and equipment, net Other current liabilities Other liabilities Total finance lease liabilities Weighted average remaining lease term Operating leases Finance leases Weighted average discount rate Operating leases Finance leases Year Ended December 31, 2019 $37,229 $ 812 498 $ 1,310 Year Ended December 31, 2019 $(30,665) (498) $ 36,033 As of December 31, 2019 $165,490 $ 26,773 145,124 $171,897 $ 15,561 (5,533) $ 10,028 807 $ 10,982 $ 11,789 9.2 years 9.7 years 3.75 % 4.05 % 50 Maturities of lease liabilities were as follows: (In thousands) 2020 2021 2022 2023 2024 Thereafter Total lease payments Less: imputed interest Total As of December 31, 2019 Operating Leases $ 32,528 29,729 23,432 21,168 18,640 79,982 205,479 (33,582) $171,897 Finance Leases $ 1,342 1,375 1,410 1,445 1,481 7,411 14,464 (2,675) $ 11,789 As of December 31, 2018, the approximate future minimum rental commitments under operating leases that had initial or remaining non-cancelable lease terms in excess of one year were as follows: (In thousands) 2019 2020 2021 2022 2023 Thereafter Total Rental Commitments $ 29,562 28,514 24,501 19,996 19,778 93,974 $216,325 10. FAIR VALUE OF FINANCIAL INSTRUMENTS Forward Foreign Exchange and Currency Option Contracts The Corporation has foreign currency exposure, primarily in the United Kingdom, Canada, and Europe. 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 Consolidated Balance Sheets. 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. The Corporation periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Corporation exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. The Corporation’s foreign exchange contracts and interest rate swaps are considered Level 2 instruments which are based on market based inputs or unobservable inputs and corroborated by market data such as quoted prices, interest rates, or yield curves. For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates. As of December 31, 2019 and December 31, 2018, the Corporation did not have any active interest rate swaps. 51 Effects on Consolidated Balance Sheet As of December 31, 2019 and December 31, 2018, the fair values of the asset and liability derivative instruments were immaterial. Effects on Consolidated Statement of Earnings Undesignated hedges The location and amount of (gains) and losses recognized in income on forward exchange derivative contracts not designated for hedge accounting for the years ended December 31, were as follows: (In thousands) Forward exchange contracts: 2019 2018 2017 General and administrative expenses $(2,072) $6,643 $(346) Debt The estimated fair value amounts were determined by the Corporation using available market information, which is primarily based on quoted market prices for the same or similar issues as of December 31, 2019. The fair values of our debt instruments are characterized as Level 2 measurements which are based on market-based inputs or unobservable inputs and corroborated by market data such as quoted prices, interest rates, or yield curves. The estimated fair values of the Corporation’s fixed rate debt instruments as of December 31, 2019, net of debt issuance costs, totaled $783 million compared to a carrying value, net of debt issuance costs, of $749 million. The estimated fair values of the Corporation’s fixed rate debt instruments as of December 31, 2018, net of debt issuance costs, totaled $750 million compared to a carrying value, net of debt issuance costs, of $749 million. The fair values described above may not be indicative of net realizable value or reflective of future fair values. Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. 11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses consist of the following as of December 31: (In thousands) Accrued compensation Accrued commissions Accrued interest Accrued insurance Other Total accrued expenses Other current liabilities consist of the following as of December 31: (In thousands) Short-term lease liabilities Warranty reserves Pension and other postretirement liabilities Other Total other current liabilities 2019 $ 119,293 6,678 8,982 7,550 22,241 $164,744 2018 $ 118,479 7,769 8,944 6,951 24,811 $166,954 2019 $26,773 $17,512 6,690 23,227 $74,202 2018 — $ $17,293 6,528 21,008 $44,829 52 12. INCOME TAXES 2017 Tax Cuts and Jobs Act On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law. The new legislation contained several key tax provisions, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the U.S. corporate income tax rate to 21%. The Corporation will also generally be eligible for a 100% dividends received exemption on its foreign earnings. The Tax Act subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Corporation has applied an accounting policy election to provide for the tax expense related to GILTI in the year in which the tax is incurred. The Corporation has summarized the most significant impacts from the Tax Act below: Reduction of the U.S. Corporate Income Tax Rate The Corporation measures deferred tax assets and liabilities using enacted tax rates that are applicable in the years in which the temporary differences are expected to be recovered or paid. Accordingly, the Corporation’s deferred tax assets and liabilities were remeasured to reflect the reduction of the U.S. corporate income tax rate from 35 percent to 21 percent, resulting in a provisional $13.4 million decrease in income tax expense for the year ended December 31, 2017. Transition Tax on Foreign Earnings The Corporation recorded provisional income tax expense of $18.2 million for the year ended December 31, 2017 related to the one-time transition tax on certain foreign earnings. The finalized transition tax of $23.6 million was to be paid over eight years pursuant to the Tax Act, with $1.9 million paid in 2018. An additional $12.7 million carryforward from the 2017 income tax return further reduced the transition tax liability to $9.0 million as of December 31, 2018. The liability of $9.0 million, which is expected to be paid in 2024 and 2025, remained unchanged as of December 31, 2019. Given that foreign undistributed earnings are no longer considered permanently reinvested, the Corporation also recorded provisional income tax expense of $3.8 million for the year ended December 31, 2017 for withholding taxes that would arise upon distribution of the Corporation’s foreign undistributed earnings. During the year ended December 31, 2018, the Corporation recorded additional tax expense of $9.3 million for foreign withholding taxes associated with the Tax Act, $6.5 million of which related to the prior period. During the year ended December 31, 2019, the Corporation recorded tax expense of $4.4 million for foreign withholding taxes. The Corporation is considered permanently reinvested to the extent of any outside basis differences in its foreign subsidiaries in excess of the amount of undistributed earnings. Earnings before income taxes for the years ended December 31 consist of: (In thousands) Domestic Foreign 2019 $273,036 123,426 $396,462 2018 $217,374 138,865 $356,239 2017 $179,006 120,613 $299,619 53 The provision for income taxes for the years ended December 31 consists of: (In thousands) Current: Federal State Foreign Total current Deferred: Federal State Foreign Total deferred Provision for income taxes 2019 2018 2017 $14,195 3,766 24,816 42,777 38,647 6,632 823 46,102 $88,879 $37,648 9,228 25,285 72,161 8,518 (1,047) 858 8,329 $80,490 $54,963 2,648 23,162 80,773 2,595 4,282 (2,922) 3,955 $84,728 The effective tax rate varies from the U.S. federal statutory tax rate for the years ended December 31, principally: U.S. federal statutory tax rate Add (deduct): State and local taxes, net of federal benefit R&D tax credits Foreign earnings(1) Stock compensation - excess tax benefits Impacts related to the Tax Act Foreign-derived intangible income All other, net Effective tax rate 2019 2018 21.0% 21.0% 35.0% 2017 2.4 (1.2) 1.4 (0.8) — (1.3) 0.9 2.2 (1.0) 0.9 (1.3) 1.8 (0.8) (0.2) 22.4% 22.6% 28.3% 1.8 (1.3) (6.0) (2.6) 3.4 — (2.0) (1) Foreign earnings primarily include the net impact of differences between local statutory rates and the U.S. Federal statutory rate, the cost of repatriating foreign earnings, and the impact of changes to foreign valuation allowances. 54 The components of the Corporation’s deferred tax assets and liabilities as of December 31 are as follows: (In thousands) Deferred tax assets: Operating lease liabilities Inventories, net Net operating loss Environmental reserves Incentive compensation Pension and other postretirement liabilities Capital loss carryover Other Total deferred tax assets Deferred tax liabilities: Goodwill amortization Operating lease right-of-use assets, net Other intangible amortization Depreciation Withholding taxes Other Total deferred tax liabilities Valuation allowance Net deferred tax liabilities 2019 2018 $ 35,299 15,220 8,328 8,239 8,130 5,029 955 33,002 114,202 77,620 33,915 30,954 25,562 13,097 7,524 188,672 3,386 $ 77,856 $ — 14,154 9,868 8,613 8,472 35,656 6,972 27,795 111,530 70,850 — 33,600 24,983 10,300 5,345 145,078 11,646 $ 45,194 Deferred tax assets and liabilities are reflected on the Corporation’s consolidated balance sheet as of December 31 as follows: (In thousands) Net noncurrent deferred tax assets Net noncurrent deferred tax liabilities Net deferred tax liabilities 2019 2,303 80,159 $77,856 2018 1,927 47,121 $45,194 The Corporation has income tax net operating loss carryforwards related to international operations of $15.4 million, of which $13.0 million have an indefinite life and $2.4 million which expire through 2026. The Corporation has federal and state income tax net loss carryforwards of $67.3 million, of which $63.4 million are net operating losses which expire through 2038 and $3.9 million are capital loss carryforwards which expire through 2020. The Corporation has recorded a deferred tax asset of $9.3 million, reflecting the benefit of the loss carryforwards. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2019 in certain of the Corporation’s foreign locations. Such objective evidence limits the ability to consider other subjective evidence such as projections for future growth. The Corporation decreased its valuation allowance by $8.3 million to $3.4 million, as of December 31, 2019, in order to measure only the portion of the deferred tax asset that more likely than not will be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as projections for growth. Income tax payments, net of refunds, of $63.9 million, $79.1 million, and $92.1 million were made in 2019, 2018, and 2017, respectively. The Corporation has recorded a liability in Other liabilities for interest of $3.3 million and penalties of $1.6 million as of December 31, 2019. 55 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (In thousands) Balance as of January 1, Additions for tax positions of prior periods Reductions for tax positions of prior periods Additions for tax positions related to the current year Settlements Balance as of December 31, 2019 $13,563 581 (2,184) 936 (220) $12,676 2018 $13,174 88 (290) 1,036 (445) $13,563 2017 $11,454 1,069 (194) 1,273 (428) $13,174 In many cases, the Corporation’s uncertain tax positions are related to tax years that remain subject to examination by tax authorities. The following describes the open tax years, by major tax jurisdiction, as of December 31, 2019: United States (Federal) United States (Various states) United Kingdom Canada 2016 - present 2008 - present 2012 - present 2013 - present The Corporation does not expect any significant changes to the estimated amount of liability associated with its uncertain tax positions through the next twelve months. Included in total unrecognized tax benefits as of December 31, 2019, 2018, and 2017 is $10.2 million, $11.0 million, and $10.1 million, respectively, which if recognized, would favorably impact the effective income tax rate. 13. DEBT Debt consists of the following as of December 31: (In thousands) 3.84% Senior notes due 2021 3.70% Senior notes due 2023 3.85% Senior notes due 2025 4.24% Senior notes due 2026 4.05% Senior notes due 2028 4.11% Senior notes due 2028 Other debt Total debt Debt issuance costs, net Unamortized interest rate swap proceeds(1) Total debt, net Less: current portion of long-term debt and short-term debt Total long-term debt 2019 Carrying Value 100,000 202,500 90,000 200,000 67,500 90,000 — 750,000 (594) 11,233 760,639 2019 Estimated Fair Value 102,079 207,882 93,838 213,126 71,260 95,607 — 783,792 (594) 11,233 794,431 2018 Carrying Value 100,000 202,500 90,000 200,000 67,500 90,000 243 750,243 (714) 13,027 762,556 2018 Estimated Fair Value 100,359 201,813 89,711 202,288 66,942 89,647 243 751,003 (714) 13,027 763,316 — $760,639 — $794,431 243 $762,313 243 $763,073 (1) Represents the gain from termination of the Corporation’s interest rate swap agreements on its 3.85% and 4.24% Senior Notes in February 2016, which will be amortized into interest expense over the remaining terms of the respective notes. 56 The weighted-average interest rate of the Corporation’s Revolving Credit Agreement in 2019 and 2018 was 3.3% and 3.2%, respectively. The Corporation’s total debt outstanding had a weighted-average interest rate of 3.7% in both 2019 and 2018, respectively. Aggregate maturities of debt are as follows: (In thousands) 2020 2021 2022 2023 2024 Thereafter Total $ — 100,000 — 202,500 — 447,500 $750,000 Interest payments of $30 million, $32 million, and $39 million were made in 2019, 2018, and 2017, respectively. Revolving Credit Agreement In October 2018, the Corporation amended the terms of its existing Credit Agreement (Credit Agreement) with a syndicate of financial institutions, led by Bank of America N.A., Wells Fargo, N.A., and JP Morgan Chase Bank, N.A.. The amended agreement, which provides the Corporation with a borrowing capacity of $500 million, extended the maturity date from November 2019 to October 2023 and expanded the accordion feature from $100 million to $200 million. The proceeds available under the Credit Agreement are to be used for working capital, internal growth initiatives, funding of future acquisitions, and general corporate purposes. As of December 31, 2019, the Corporation had $33 million in letters of credit supported by the credit facility and no borrowings outstanding under the credit facility. The unused credit available under the credit facility as of December 31, 2019 was $467 million, which the Corporation had the ability to borrow in full without violating its debt to capitalization covenant. The Credit Agreement contains covenants that the Corporation considers usual and customary for an agreement of this type for comparable commercial borrowers, including a maximum consolidated debt to capitalization ratio of 60%. The Credit Agreement has customary events of default, such as non-payment of principal when due; nonpayment of interest, fees, or other amounts; cross-payment default and cross-acceleration. Borrowings under the credit agreement accrue interest based on (i) Libor or (ii) a base rate of the highest of (a) the federal funds rate plus 0.5%, (b) BofA’s announced prime rate, or (c) the Eurocurrency rate plus 1%, plus a margin. The interest rate and level of facility fees are dependent on certain financial ratios, as defined in the Credit Agreement. The Credit Agreement also provides customary fees, including administrative agent and commitment fees. In connection with the Credit Agreement, the Corporation paid customary transaction fees that have been deferred and are being amortized over the term of the Credit Agreement. Senior Notes On February 26, 2013, the Corporation issued $500 million of Senior Notes (the “2013 Notes”). The 2013 Notes consisted of $225 million of 3.70% Senior Notes that mature on February 26, 2023, $100 million of 3.85% Senior Notes that mature on February 26, 2025, and $75 million of 4.05% Senior Notes that mature on February 26, 2028. $100 million of additional 4.11% Senior Notes were deferred and subsequently issued on September 26, 2013 that mature on September 26, 2028. On October 15, 2018, the Corporation made a discretionary $50 million prepayment on the $500 million 2013 Notes. The 2013 Notes are senior unsecured obligations, equal in right of payment to the Corporation’s existing senior indebtedness. The Corporation, at its option, can prepay at any time all or any part of the 2013 Notes, subject to a make- whole payment in accordance with the terms of the Note Purchase Agreement. In connection with the issuance of the 2013 Notes, the Corporation paid customary fees that have been deferred and are 57 being amortized over the term of the 2013 Notes. Under the terms of the Note Purchase Agreement, the Corporation is required to maintain certain financial ratios, the most restrictive of which is a debt to capitalization limit of 60%. The debt to capitalization ratio (as defined per the Notes Purchase Agreement and Credit Agreement) is calculated using the same formula for all of the Corporation’s debt agreements and is a measure of the Corporation’s indebtedness to capitalization, where capitalization equals debt plus equity. As of December 31, 2019, the Corporation had the ability to borrow additional debt of $1.8 billion without violating our debt to capitalization covenant. The 2013 Notes also contain a cross default provision with respect to the Corporation’s other senior indebtedness. On December 8, 2011, the Corporation issued $300 million of Senior Notes (the “2011 Notes”). The 2011 Notes consist of $100 million of 3.84% Senior Notes that mature on December 1, 2021 and $200 million of 4.24% Senior Series Notes that mature on December 1, 2026. The 2011 Notes are senior unsecured obligations, equal in right of payment to our existing senior indebtedness. The Corporation, at its option, can prepay at any time all or any part of our 2011 Notes, subject to a make-whole payment in accordance with the terms of the Note Purchase Agreement. In connection with our 2011 Notes, the Corporation paid customary fees that have been deferred and are being amortized over the term of our 2011 Notes. Under the Note Purchase Agreement, the Corporation is required to maintain certain financial ratios, the most restrictive of which is a debt to capitalization limit of 60%. The 2011 Notes also contain a cross default provision with our other senior indebtedness. 14. EARNINGS PER SHARE The Corporation is required to report both basic earnings per share (EPS), based on the weighted-average number of common shares outstanding, and diluted earnings per share, based on the basic EPS adjusted for all potentially dilutive shares issuable. As of December 31, 2019, 2018, and 2017, there were no options outstanding that were considered anti-dilutive. Earnings per share calculations for the years ended December 31, 2019, 2018, and 2017, were as follows: (In thousands, except per share data) 2019 Basic earnings per share Dilutive effect of stock options and deferred stock compensation Diluted earnings per share 2018 Basic earnings per share Dilutive effect of stock options and deferred stock compensation Diluted earnings per share 2017 Basic earnings per share Dilutive effect of stock options and deferred stock compensation Diluted earnings per share Net Earnings Weighted- Average Shares Outstanding Earnings per Share $307,583 $307,583 $275,749 $275,749 $214,891 $214,891 42,739 277 43,016 43,892 424 44,316 44,182 579 44,761 $7.20 $7.15 $6.28 $6.22 $4.86 $4.80 58 15. SHARE-BASED COMPENSATION PLANS In May 2014, the Corporation adopted the Curtiss-Wright 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”). The plan replaced the Corporation’s existing 2005 Long Term Incentive Plan and the 2005 Stock Plan for Non-Employee Directors (collectively the “2005 Stock Plans”). Beginning in May 2014, all awards were granted under the 2014 Omnibus Plan. The maximum aggregate number of shares of common stock that may be issued under the 2014 Omnibus Plan are 2,400,000 less one share of common stock for every one share of common stock granted under any prior plan after December 31, 2013 and prior to the effective date of the 2014 Omnibus Plan. In addition, any awards that were previously granted under any prior plan that terminate without issuance of shares shall be eligible for issuance under the 2014 Omnibus Plan. Awards under the 2014 Omnibus Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (RSU), other stock-based awards, performance share units (PSU), or cash-based performance units (PU). During 2019, the Corporation granted share-based awards in the form of RSUs, PSUs, and restricted stock. Previous grants under the 2005 Stock Plans included non-qualified stock options. Under our employee benefit program, the Corporation also provides an Employee Stock Purchase Plan (ESPP) to most active employees. Certain awards provide for accelerated vesting if there is a change in control. The compensation cost for employee and non-employee director share-based compensation programs during 2019, 2018, and 2017 is as follows: (In thousands) Employee Stock Purchase Plan Performance Share Units Restricted Share Units Other share-based payments Total share-based compensation expense before income taxes 2019 1,585 4,853 6,061 1,170 $13,669 2018 1,435 4,746 7,026 887 $14,094 2017 1,207 4,340 4,931 1,094 $11,572 Other share-based grants include service-based restricted stock awards to non-employee directors, who are treated as employees as prescribed by the accounting guidance on share-based payments. The compensation cost recognized follows the cost of the employee, which is primarily reflected as general and administrative expense in the Consolidated Statement of Earnings. No share-based compensation costs were capitalized during 2019, 2018, or 2017. The following table summarizes the cash received from share-based awards on share-based compensation: (In thousands) Cash received from share-based awards 2019 $11,770 2018 $ 11,940 2017 $14,179 A summary of employee stock option activity is as follows: Outstanding as of December 31, 2018 Exercised Forfeited Outstanding as of December 31, 2019 Exercisable as of December 31, 2019 Weighted- Average Exercise Price $30.34 30.64 30.90 $29.93 $29.93 Shares (000’s) 158 (91) (1) 66 66 Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value (000’s) 0.9 0.9 $7,396 $7,396 The total intrinsic value of stock options exercised during 2019, 2018, and 2017 was $8.7 million, $10.1 million, and $12.7 million, respectively. 59 Performance Share Units The Corporation has granted performance share units to certain employees, whose three-year cliff vesting is contingent upon the Corporation’s total shareholder return over the three-year term of the awards compared to a self-constructed peer group. The non-vested shares are subject to forfeiture if established performance goals are not met or employment is terminated other than due to death, disability, or retirement. Share plans are denominated in share-based units based on the fair market value of the Corporation’s common stock on the date of grant. The performance share unit’s compensation cost is amortized to expense on a straight-line basis over the three-year requisite service period. Restricted Share Units Restricted share units cliff vest at the end of the awards’ vesting period. The restricted share units are service-based and thus compensation cost is amortized to expense on a straight-line basis over the requisite service period, which is typically three years. The non-vested restricted units are subject to forfeiture if employment is terminated other than due to death, disability, or retirement. A summary of the Corporation’s 2019 activity related to performance share units and restricted share units are as follows: Nonvested as of December 31, 2018 Granted Vested Forfeited Nonvested as of December 31, 2019 Expected to vest as of December 31, 2019 Performance Share Units (PSUs) Restricted Share Units (RSUs) Shares/Units (000’s) 117 50 (68) (2) 97 97 Weighted- Average Fair Value $101.70 121.15 86.43 155.91 $149.99 $149.99 Shares/Units (000’s) 137 76 (58) (6) 149 149 Weighted- Average Fair Value $ 54.66 114.98 98.61 117.48 $105.42 $105.42 Nonvested PSUs had an intrinsic value of $13.7 million and unrecognized compensation costs of $4.8 million as of December 31, 2019. Nonvested RSUs had an intrinsic value of $20.9 million and unrecognized compensation costs of $8.7 million as of December 31, 2019. Unrecognized compensation costs related to PSUs and RSUs are expected to be recognized over 1.6 years and 2.3 years, respectively. Employee Stock Purchase Plan The Corporation’s ESPP enables eligible employees to purchase the Corporation’s common stock at a price per share equal to 85% of the fair market value at the end of each offering period. Each offering period of the ESPP lasts six months, commencing on January 1st and July 1st of each year. Compensation cost is recognized on a straight-line basis over the six-month vesting period during which employees perform related services. 16. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Corporation maintains ten separate and distinct pension and other post-retirement defined benefit plans, consisting of three domestic plans and seven separate foreign pension plans. The domestic plans include a qualified pension plan, a non-qualified pension plan, and a postretirement health-benefits plan. The foreign plans consist of one defined benefit pension plan each in the United Kingdom, Canada, and Switzerland, two in Germany, and two in Mexico. 60 Domestic Plans Qualified Pension Plan The Corporation maintains a defined benefit pension plan (the “CW Pension Plan”) covering certain employee populations under six benefit formulas: a non-contributory non-union and union formula for certain Curtiss-Wright (CW) employees, a contributory union and non-union benefit formula for employees at the EMD business unit, and two benefit formulas providing annuity benefits for participants in the former Williams Controls salaried and union plans. CW non-union employees hired prior to February 1, 2010 receive a “traditional” benefit based on years of credited service, using the five highest consecutive years’ compensation during the last ten years of service. These employees became participants under the CW Pension Plan after one year of service and were vested after three years of service. CW non-union employees hired on or after the effective date were eligible for a cash balance benefit through December 31, 2013, and were transitioned to the new defined contribution plan, further described below. CW union employees who have negotiated a benefit under the CW Pension Plan are entitled to a benefit based on years of service multiplied by a monthly pension rate. The formula for EMD employees covers both union and non-union employees and is designed to satisfy the requirements of relevant collective bargaining agreements. Employee contributions are withheld each pay period and are equal to 1.5% of salary. The benefits for the EMD employees are based on years of service and compensation. On December 31, 2012, the Corporation amended the CW Pension Plan to close the benefit to EMD employees hired after January 1, 2014. Participants of the former Williams Controls Retirement Income Plan for salaried employees are either deferred vested participants or currently receiving benefits, as benefit accruals under the plan were frozen to future accruals effective January 1, 2003. Benefits in the salaried plan are based on average compensation and years of service. Participants of the former Williams Controls UAW Local 492 Plan for union employees are entitled to a benefit based on years of service multiplied by a monthly pension rate, and may be eligible for supplemental benefits based upon attainment of certain age and service requirements. Effective January 1, 2014, all active non-union employees participating in the final and career average pay formulas in the defined benefit plan will cease accruals 15 years from the effective date of the amendment. In addition to the sunset provision, cash balance benefit accruals for non-union participants ceased as of January 1, 2014. Non-union employees who were not currently receiving final or career average pay benefits became eligible to participate in a new defined contribution plan which provides both employer match and non-elective contribution components. Subsequent to the original amendment, the Corporation successfully negotiated the sunset provision into the bargaining agreements for all represented employees that received benefits through this plan. As of December 31, 2019 and 2018, the Corporation had a noncurrent pension liability of $50.2 million and $26.6 million, respectively. This increase was driven by a decrease in the discount rate as of December 31, 2019, partially offset by favorable asset experience due to strong market returns during 2019. On January 8, 2020, the Corporation made a voluntary contribution of $150 million to the plan. The Corporation does not expect to make any required contributions through 2024. Nonqualified Pension Plan The Corporation also maintains a non-qualified restoration plan (the “CW Restoration Plan”) covering those employees of CW and EMD whose compensation or benefits exceed the IRS limitation for pension benefits. Benefits under the CW Restoration Plan are not funded, and, as such, the Corporation had an accrued pension liability of $59.6 million and $52.8 million as of December 31, 2019 and 2018, respectively. The Corporation’s contributions to the CW Restoration Plan are expected to be $4.8 million in 2020. 61 Other Post-Employment Benefits (OPEB) Plan The Corporation provides post-employment benefits consisting of retiree health and life insurance to three distinct groups of employees/retirees: the CW Grandfathered plan, and plans assumed in the acquisitions of EMD and Williams Controls. The Corporation also provides retiree health and life insurance benefits for substantially all of the Curtiss-Wright EMD employees. The plan provides basic health and welfare coverage for pre-65 participants based on years of service and are subject to certain caps. Effective January 1, 2011, the Corporation modified the benefit design for post-65 retirees by introducing Retiree Reimbursement Accounts (RRAs) to participants in lieu of the traditional benefit delivery. Participant accounts are funded a set amount annually that can be used to purchase supplemental coverage on the open market, effectively capping the benefit. The plan also provides retiree health and life insurance benefits for certain retirees of the Williams Controls salaried and union pension plans. Effective August 31, 2013, the Corporation modified the benefit design for post-65 retirees by introducing RRAs to align with the EMD delivery model. The Corporation had an accrued postretirement benefit liability as of December 31, 2019 and 2018 of $23.6 million and $22.0 million, respectively. The Corporation expects to contribute $1.5 million to the plan during 2020. Foreign Plans As of December 31, 2019 and 2018, the total projected benefit obligation related to all foreign plans was $102.7 million and $83.5 million, respectively. As of December 31, 2019 and 2018, the Corporation had a net pension (liability)/asset of $(0.2) million and $2.7 million, respectively. The Corporation’s contributions to the foreign plans are expected to be $2.3 million in 2020. Components of net periodic benefit expense The net pension and net postretirement benefit costs (income) consisted of the following: Pension Benefits Postretirement Benefits (In thousands) Service cost Interest cost Expected return on plan assets Amortization of prior service cost Recognized net actuarial loss/(gain) Cost of settlements/curtailments Net periodic benefit cost (income) 2018 2018 2019 2019 2017 2017 $ 23,664 $ 27,116 $ 25,093 $ 432 $ 490 $ 435 762 25,895 — (53,552) (656) (100) (223) 12,925 — 327 $ 2,557 $ 11,576 $ 10,588 $ 374 $ 422 $ 318 29,019 (59,153) (283) 9,310 — 26,149 (58,641) (252) 16,867 337 719 — (656) (131) — 796 — (656) (198) — The cost of settlements/curtailments indicated above represents events that are accounted for under guidance on employers’ accounting for settlements and curtailments of defined benefit pension plans. In 2018, a settlement charge was incurred in connection with a restructuring in Switzerland. In 2017, there were settlement charges incurred in both the U.K. and Switzerland. 62 The following table outlines the Corporation’s consolidated disclosure of the pension benefits and postretirement benefits information described previously. The Corporation had no foreign postretirement plans. All plans were valued using a December 31, 2019 measurement date. (In thousands) Change in benefit obligation: Beginning of year Service cost Interest cost Plan participants’ contributions Actuarial (gain) loss Benefits paid Actual expenses Settlements Currency translation adjustments End of year Change in plan assets: Beginning of year Actual return on plan assets Employer contribution Plan participants’ contributions Benefits paid Actual Expenses Currency translation adjustments End of year Funded status Amounts recognized on the balance sheet Noncurrent assets Current liabilities Noncurrent liabilities Total Amounts recognized in accumulated other comprehensive income (AOCI) Net actuarial loss (gain) Prior service cost Total Information for pension plans with an accumulated benefit obligation in excess of plan assets: Projected benefit obligation Accumulated benefit obligation Fair value of plan assets Pension Benefits Postretirement Benefits 2019 2018 2019 2018 $ 814,894 23,664 29,019 1,276 118,893 (43,736) (1,846) — 3,023 $ 945,187 $ 738,296 133,896 3,867 1,276 (43,736) (1,846) 3,386 $ 835,139 $(110,048) $868,887 27,116 26,149 1,402 (58,913) (41,962) (1,371) (2,228) (4,186) $814,894 $776,482 (44,876) 55,311 1,402 (44,190) (1,371) (4,462) $738,296 $ (76,598) $ 11,711 (5,143) (116,616) $(110,048) $ 9,098 (4,905) (80,791) $ (76,598) $ 22,060 432 796 346 2,124 (2,192) — — — $ 23,566 $ 25,035 490 719 319 (1,982) (2,521) — — — $ 22,060 $ — $ — 1,846 346 (2,192) — — — $ — — 2,203 319 (2,522) — — — $(22,060) $ $(23,566) $ — $ (1,547) (22,019) $(23,566) — (1,623) (20,437) $(22,060) $ 263,660 (934) $ 262,726 $228,430 (1,225) $227,205 $ (2,429) (1,404) $ (3,833) $ (4,751) (2,060) $ (6,811) $ 881,731 848,309 759,972 $743,632 714,146 658,327 N/A N/A N/A N/A N/A N/A 63 Plan Assumptions Weighted-average assumptions in determination of benefit obligation: Discount rate Rate of compensation increase Health care cost trends: Rate assumed for subsequent year Ultimate rate reached in 2026 Weighted-average assumptions in determination of net periodic benefit cost: Discount rate Expected return on plan assets Rate of compensation increase Health care cost trends: Rate assumed for subsequent year Ultimate rate reached in 2026 Pension Benefits Postretirement Benefits 2019 2018 2019 2018 3.05% 4.09% 3.15% 4.20% 3.46% 3.50% N/A N/A N/A N/A N/A N/A 7.50% 7.85% 4.50% 4.50% 4.09% 3.46% 4.20% 3.54% 7.59% 7.47% 3.50% 3.50% N/A N/A N/A N/A N/A N/A N/A N/A 7.85% 8.30% 4.50% 4.50% Effective December 31, 2016, the Corporation adopted the spot rate, or full yield curve, approach for developing discount rates. The discount rate for each plan’s past service liabilities and service cost is determined by discounting the plan’s expected future benefit payments using a yield curve developed from high quality bonds that are rated Aa or better by Moody’s as of the measurement date. The yield curve calculation matches the notional cash inflows of the hypothetical bond portfolio with the expected benefit payments to arrive at one effective rate for these components. Interest cost is determined by applying the spot rate from the full yield curve to each anticipated benefit payment, based on the anticipated optional form elections. The overall expected return on assets assumption is based on a combination of historical performance of the pension fund and expectations of future performance. Expected future performance is determined by weighting the expected returns for each asset class by the plan’s asset allocation. The expected returns are based on long-term capital market assumptions utilizing a ten-year time horizon through consultation with investment advisors. While consideration is given to recent performance and historical returns, the assumption represents a long-term prospective return. Pension Plan Assets The overall objective for plan assets is to earn a rate of return over time to meet anticipated benefit payments in accordance with plan provisions. The long-term investment objective of the domestic retirement plans is to achieve a total rate of return, net of fees, which exceeds the actuarial overall expected return on asset assumptions used for funding purposes and which provides an appropriate premium over inflation. The intermediate-term objective of the domestic retirement plans, defined as three to five years, is to outperform each of the capital markets in which assets are invested, net of fees. During periods of extreme market volatility, preservation of capital takes a higher precedence than outperforming the capital markets. The Finance Committee of the Corporation’s Board of Directors is responsible for formulating investment policies, developing investment manager guidelines and objectives, and approving and managing qualified advisors and investment managers. The guidelines established define permitted investments within each asset class and apply certain restrictions such as limits on concentrated holdings, and prohibits selling securities short, buying on margin, and the purchase of any securities issued by the Corporation. 64 The Corporation maintains the funds of the CW Pension Plan under a trust that is diversified across investment classes and among investment managers to achieve an optimal balance between risk and return. As a part of its diversification strategy, the Corporation has established target allocations for each of the following assets classes: domestic equity securities, international equity securities, and debt securities. Below are the Corporation’s actual and established target allocations for the CW Pension Plan, representing 88% of consolidated assets: Asset class Domestic equities International equities Total equity Fixed income As of December 31, 2018 2019 Target Exposure Expected Range 51% 15% 66% 34% 48% 15% 63% 37% 50% 15% 65% 35% 40%-60% 10%-20% 55%-75% 25%-45% As of December 31, 2019 and 2018, cash funds in the CW Pension Plan represented approximately 3% and 6% of portfolio assets, respectively. Foreign plan assets represent 12% of consolidated plan assets, with the majority of the assets supporting the U.K. plan. Generally, the foreign plans follow a similar asset allocation strategy and are more heavily weighted in fixed income resulting in a weighted expected return on assets assumption of 4.3% for all foreign plans. The Corporation may from time to time require the reallocation of assets in order to bring the retirement plans into conformity with these ranges. The Corporation may also authorize alterations or deviations from these ranges where appropriate for achieving the objectives of the retirement plans. Fair Value Measurements The following table presents consolidated plan assets (in thousands) as of December 31, 2019 using the fair value hierarchy, as described in Note 10 to the Consolidated Financial Statements. Asset Category Cash and cash equivalents Equity securities- Mutual funds(1) Bond funds(2) Insurance Contracts(3) Other(4) December 31, 2018 Cash and cash equivalents Equity securities- Mutual funds(1) Bond funds(2) Insurance Contracts(3) Other (4) December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) $ 20,034 404,509 177,731 — — $602,274 $ 2,010 427,391 211,372 — — $640,773 Total $ 42,261 446,434 238,880 8,408 2,313 $738,296 $ 22,457 534,479 273,979 — 4,224 $835,139 Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ 22,227 41,925 61,149 — — $125,301 $ 20,447 107,088 62,607 — — $190,142 $ — — — 8,408 2,313 $10,721 — $ — — — 4,224 $ 4,224 (1) This category consists of domestic and international equity securities. It is comprised of U.S. securities benchmarked against the S&P 500 index and Russell 2000 index, international mutual funds benchmarked against the MSCI EAFE index, global equity index mutual funds associated with our U.K. based pension plans and balanced funds associated with the U.K. and Canadian based pension plans. 65 (2) This category consists of domestic and international bonds. The domestic fixed income securities are benchmarked against the Bloomberg Barclays Capital Aggregate Bond index, actively-managed bond mutual funds comprised of domestic investment grade debt, fixed income derivatives, and below investment-grade issues, U.S. mortgage backed securities, asset backed securities, municipal bonds, and convertible debt. International bonds consist of bond mutual funds for institutional investors associated with the CW Pension Plan, Switzerland, and U.K. based pension plans. (3) This category had consisted of a guaranteed investment contract (GIC) in Switzerland. Effective January 2019, the Corporation replaced the collective foundation administering the plan and the GIC was not an available offering in the new plan. (4) This category consists primarily of real estate investment trusts in Switzerland. Valuation Equity securities and exchange-traded equity and bond mutual funds are valued using a market approach based on the quoted market prices of identical instruments. Pooled institutional funds are valued at their net asset values and are calculated by the sponsor of the fund. Fixed income securities are primarily valued using a market approach utilizing various underlying pricing sources and methodologies. Real estate investment trusts are priced at net asset value based on valuations of the underlying real estate holdings using inputs such as discounted cash flows, independent appraisals, and market-based comparable data. Cash balances in the United States are held in a pooled fund and classified as a Level 2 asset. Non-U.S. cash is valued using a market approach based on quoted market prices of identical instruments. The following table presents a reconciliation of Level 3 assets held during the years ended December 31, 2019 and 2018: (In thousands) December 31, 2017 Actual return on plan assets: Relating to assets still held at the reporting date Purchases, sales, and settlements Foreign currency translation adjustment December 31, 2018 Actual return on plan assets: Relating to assets still held at the reporting date Purchases, sales, and settlements Foreign currency translation adjustment December 31, 2019 Benefit Payments Insurance Contracts $10,912 163 (2,595) (72) $ 8,408 — (8,408) — — $ Other $2,191 Total $13,103 (13) 152 (17) $2,313 115 1,715 81 $4,224 150 (2,443) (89) $10,721 115 (6,693) 81 $ 4,224 The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid from the plans: (In thousands) 2020 2021 2022 2023 2024 2025 — 2029 Pension Plans $ 49,446 51,481 52,608 53,597 57,406 282,548 Postretirement Plans $1,547 1,594 1,589 1,592 1,566 7,306 Total $ 50,993 53,075 54,197 55,189 58,972 289,854 66 Defined Contribution Retirement Plans The Corporation offers all of its domestic employees the opportunity to participate in a defined contribution plan. Costs incurred by the Corporation in the administration and record keeping of the defined contribution plan are paid for by the Corporation and are not considered material. Effective January 1, 2014, all non-union employees who were not currently receiving final or career average pay benefits became eligible to receive employer contributions in the Corporation’s sponsored 401(k) plan, including both employer match and non-elective contribution components. Effective January 1, 2019, the employer contribution was increased to a maximum of 7% of eligible compensation from 6% previously. During the year ended December 31, 2019, the expense relating to the plan was $17.8 million, consisting of $9.1 million in matching contributions to the plan in 2019, and $8.7 million in non-elective contributions paid in January 2020. Cumulative contributions of approximately $97 million are expected to be made from 2020 through 2024. In addition, the Corporation had foreign pension costs under various defined contribution plans of $5.3 million, $5.3 million, and $4.2 million in 2019, 2018, and 2017, respectively. 17. SEGMENT INFORMATION The Corporation’s segments are composed of similar product groupings that serve the same or similar end markets. Based on this approach, the Corporation has three reportable segments: Commercial/Industrial, Defense, and Power, as described below in further detail. The Commercial/Industrial reportable segment is comprised of businesses that provide a diversified offering of highly engineered products and services supporting critical applications primarily across the commercial aerospace and general industrial markets. The products offered include electronic throttle control devices and transmission shifters, electro-mechanical actuation control components, valves, and surface technology services such as shot peening, laser peening, coatings, and advanced testing. The Defense reportable segment is comprised of businesses that primarily provide products to the defense markets and to a lesser extent the commercial aerospace market. The products offered include commercial off-the-shelf (COTS) embedded computing board level modules, integrated subsystems, turret aiming and stabilization products, weapons handling systems, avionics and electronics, flight test equipment, and aircraft data management solutions. The Power segment is comprised of businesses that primarily provide products to the power generation markets and to a lesser extent the naval defense market. The products offered include main coolant pumps, power-dense compact motors, generators, secondary propulsion systems, pumps, pump seals, control rod drive mechanisms, fastening systems, specialized containment doors, airlock hatches, spent fuel management products, and fluid sealing products. 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 are as follows: (In thousands) Net sales Commercial/Industrial Defense Power Less: Intersegment Revenues Total Consolidated Year Ended December 31, 2019 2018 2017 $1,240,697 580,845 670,950 (4,531) $2,487,961 $1,209,943 559,058 649,754 (6,920) $2,411,835 $1,163,510 557,954 554,048 (4,486) $2,271,026 67 (In thousands) Operating income (expense) Commercial/Industrial Defense Power Corporate and Eliminations(1) Total Consolidated Depreciation and amortization expense Commercial/Industrial Defense Power Corporate Total Consolidated Segment assets Commercial/Industrial Defense Power Corporate Total Consolidated Capital expenditures Commercial/Industrial Defense Power Corporate Total Consolidated 2019 2018 2017 $ 196,455 129,653 112,954 (35,109) $ 403,953 $ 182,669 128,446 98,858 (36,347) $ 373,626 $ 168,146 109,338 81,119 (33,483) $ 325,120 $ 48,227 21,495 28,589 4,101 $ 102,412 $1,470,477 1,184,116 804,432 305,236 $3,764,261 $ $ 34,077 4,034 28,051 3,590 69,752 $ 50,690 20,578 27,737 3,944 $ 102,949 $1,398,601 961,298 720,073 175,413 $3,255,385 $ $ 30,411 5,793 11,350 5,863 53,417 $ $ 53,180 20,702 22,019 4,094 99,995 $1,444,097 1,044,776 482,753 264,695 $3,236,321 $ $ 29,028 9,276 10,039 4,362 52,705 (1) Corporate and Eliminations includes pension expense, environmental remediation and administrative expenses, legal, foreign currency transactional gains and losses, and other expenses. Reconciliations (In thousands) Earnings before taxes: Total segment operating income Corporate and Eliminations Interest expense Other income, net Total consolidated earnings before tax (In thousands) Assets: Total assets for reportable segments Non-segment cash Other assets Total consolidated assets Year Ended December 31, 2019 2018 2017 $ 439,062 (35,109) 31,347 23,856 $ 396,462 $ 409,973 (36,347) 33,983 16,596 $ 356,239 $ 358,603 (33,483) 41,471 15,970 $ 299,619 As of December 31, 2019 2018 2017 $3,459,025 235,260 69,976 $3,764,261 $3,079,972 138,053 37,360 $3,255,385 $2,971,626 204,664 60,031 $3,236,321 68 Geographic Information (In thousands) Revenues United States of America United Kingdom Other foreign countries Consolidated total (In thousands) Long-Lived Assets - Property, plant, and equipment, net United States of America United Kingdom Other foreign countries Consolidated total Net sales by product line (In thousands) Net sales Flow Control Motion Control Surface Technologies Consolidated total Year Ended December 31, 2019 2018 2017 $1,710,371 120,297 657,293 $2,487,961 $1,623,511 126,439 661,885 $2,411,835 $1,562,180 118,350 590,496 $2,271,026 As of December 31, 2019 2018 2017 $ 271,609 34,228 79,756 $ 385,593 $ 258,504 34,649 81,507 $ 374,660 $ 264,829 41,100 84,306 $ 390,235 Year Ended December 31, 2019 2018 2017 $1,051,821 1,130,593 305,547 $2,487,961 $1,008,262 1,090,703 312,870 $2,411,835 $ 899,705 1,075,218 296,103 $2,271,026 The Flow Control products include valves, pumps, motors, generators, and instrumentation that manage the flow of liquids and gases, generate power, and monitor or provide critical functions. Motion Control’s products include turret aiming and stabilization products, embedded computing board level modules, electronic throttle control devices, transmission shifters, and electro-mechanical actuation control components. Surface Technologies include shot peening, laser peening, and coatings services that enhance the durability, extend the life, and prevent premature fatigue and failure on customer-supplied metal components. 18. CONTINGENCIES AND COMMITMENTS 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 and the relatively non-friable condition of asbestos in its products make it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate. The Corporation maintains insurance coverage for these potential liabilities and believes adequate coverage exists to cover any unanticipated asbestos liability. 69 In December 2013, the Corporation, along with other unaffiliated parties, received a claim from Canadian Natural Resources Limited (CNRL) filed in the Court of Queen’s Bench of Alberta, Judicial District of Calgary. The claim pertains to a January 2011 fire and explosion at a delayed coker unit at its Fort McMurray refinery that resulted in the injury of five CNRL employees, damage to property and equipment, and various forms of consequential loss such as loss of profit, lost opportunities, and business interruption. The fire and explosion occurred when a CNRL employee bypassed certain safety controls and opened an operating coker unit. In November 2019, all parties participated in a formal mediation and agreed to settle the claim for approximately $38 million. The Corporation’s portion of the settlement amount was $6 million, which was fully paid in 2020 by the Corporation’s primary and excess insurance coverage. No admission of liability was made by the Corporation as part of the settlement agreement. The Corporation does not expect to incur any additional liabilities related to this claim. The Corporation is party to a number of other legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material effect on the Corporation’s results of operations or financial position. Letters of Credit and Other Arrangements The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers. As of December 31, 2019 and 2018, there were $32.6 million and $21.7 million of stand-by letters of credit outstanding, respectively, and $10.8 million and $11.7 million of bank guarantees outstanding, respectively. The Corporation, through its Electro-Mechanical Division (EMD) business unit, has three Pennsylvania Department of Environmental Protection (PADEP) radioactive materials licenses that are utilized in the continued operation of the EMD business. In connection with these licenses, the Corporation has known conditional asset retirement obligations related to asset decommissioning activities to be performed in the future, when the Corporation terminates these licenses. For two of the three licenses, the Corporation has recorded an asset retirement obligation of approximately $7.5 million. For its third license, the Corporation has not recorded an asset retirement obligation as it is not reasonably estimable due to insufficient information about the timing and method of settlement of the obligation. Accordingly, this obligation has not been recorded in the Consolidated Financial Statements. A liability for this obligation will be recorded in the period when sufficient information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability’s fair value. 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 $45.6 million surety bond. AP1000 Program Within the Corporation’s Power segment, EMD is the RCP supplier for the WEC AP1000 nuclear power plants under construction in China and the United States. The terms of the AP1000 China and U.S. contracts include liquidated damage provisions for failure to meet contractual delivery dates if the Corporation caused the delay and the delay was not excusable. The Corporation would be liable for liquidated damages if the Corporation was deemed responsible for not meeting the delivery dates. On October 10, 2013, the Corporation received a letter from WEC stating entitlements to the maximum amount of liquidated damages allowable under the AP1000 China contract from WEC of approximately $25 million. As of December 31, 2019, the Corporation has not met certain contractual delivery dates under its AP1000 U.S. and China contracts; however, there are significant counterclaims and uncertainties as to which parties are responsible for the delays. The Corporation believes it has adequate legal defenses and intends to vigorously defend this matter. Given the uncertainties surrounding the responsibility for the delays, no accrual has been made for this matter as of December 31, 2019. As of December 31, 2019, the range of possible loss is $0 million to $31 million for the AP1000 U.S. contract, for a total range of possible loss of $0 to $55.5 million. 70 19. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The total cumulative balance of each component of accumulated other comprehensive income (loss), net of tax, is as follows: (In thousands) December 31, 2017 Other comprehensive loss before reclassifications(1) Amounts reclassified from accumulated other comprehensive income(1) Net current period other comprehensive loss December 31, 2018 Other comprehensive loss before reclassifications(1) Amounts reclassified from accumulated other comprehensive income(1) Net current period other comprehensive income (loss) Cumulative effect from adoption of ASU 2018-02(2) December 31, 2019 (1) All amounts are after tax. Foreign currency translation adjustments, net $ (94,708) (52,440) Total pension and postretirement adjustments, net $(122,132) (31,380) Accumulated other comprehensive income (loss) $(216,840) (83,820) — (52,440) $(147,148) 18,447 — 18,447 $ (1,318) $(130,019) 12,213 (19,167) $(141,299) (35,212) 6,195 (29,017) $ (24,939) $(195,255) 12,213 (71,607) $(288,447) (16,765) 6,195 (10,570) $ (26,257) $(325,274) (2) Reclassification to retained earnings due to adoption of ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. See Note 1 for additional information. Details of amounts reclassified from accumulated other comprehensive income (loss) are below: (In thousands) Defined benefit pension and postretirement plans Amortization of prior service costs Amortization of net actuarial losses Settlements Total reclassifications Amount reclassified from Accumulated other comprehensive income (loss) 2019 2018 939 (9,112) — (8,173) 1,978 $ (6,195) 908 (16,736) (337) (16,165) 3,952 $(12,213) Affected line item in the statement where net earnings is presented (1) (1) (1) Total before tax Income tax effect Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 16, Pension and Other Postretirement Benefit Plans. 71 20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following tables set forth selected unaudited quarterly Consolidated Statements of Earnings information for the fiscal years ended December 31, 2019 and 2018. (In thousands, except per share data) 2019 Net sales Gross profit Net earnings Net earnings per share Basic earnings per share Diluted earnings per share 2018 Net sales Gross profit Net earnings Net earnings per share Basic earnings per share Diluted earnings per share First Second Third Fourth $578,314 196,873 55,593 $638,996 230,044 80,072 $614,880 226,076 82,510 $655,771 245,752 89,408 $ $ 1.30 1.29 $ $ 1.87 1.86 $ $ 1.93 1.92 $ $ 2.09 2.08 $547,522 181,191 43,643 $620,298 226,500 74,788 $595,393 222,518 74,483 $648,622 241,052 82,835 $ $ 0.99 0.98 $ $ 1.69 1.68 $ $ 1.70 1.68 $ $ 1.91 1.89 Note: Certain amounts may not add due to rounding. 21. SUBSEQUENT EVENTS On January 8, 2020, the Corporation made a voluntary $150 million contribution to the CW Pension Plan. On February 26, 2020, the Corporation signed a definitive agreement to acquire Dyna-Flo Control Valve Services Ltd. (Dyna-Flo) for CAD$81 million (approximately $61 million). Dyna-Flo, which specializes in control valves, actuators, and control systems for the chemical, petrochemical, and oil and gas markets, generated sales of approximately $25 million for the year ended December 31, 2019. The acquired business will operate within the Commercial/Industrial segment. 72 Report of the Corporation The Consolidated Financial Statements appearing in Item 8 of this Annual Report on Form 10-K have been prepared by the Corporation in conformity with accounting principles generally accepted in the United States of America. The financial statements necessarily include some amounts that are based on the best estimates and judgments of the Corporation. Other financial information in this Annual Report on Form 10-K is consistent with that in the Consolidated Financial Statements. The Corporation maintains accounting systems, procedures, and internal accounting controls designed to provide reasonable assurance that assets are safeguarded and that transactions are executed in accordance with the appropriate corporate authorization and are properly recorded. The accounting systems and internal accounting controls are augmented by written policies and procedures, organizational structure providing for a division of responsibilities, selection and training of qualified personnel, and an internal audit program. The design, monitoring, and revision of internal accounting control systems involve, among other things, management’s judgment with respect to the relative cost and expected benefits of specific control measures. Management of the Corporation has completed an assessment of the Corporation’s internal controls over financial reporting and has included “Management’s Annual Report on Internal Control Over Financial Reporting” in Item 9A of this Annual Report on Form 10-K. Deloitte & Touche LLP, our independent registered public accounting firm, performed an integrated audit of the Corporation’s Consolidated Financial Statements that also included forming an opinion on the internal controls over financial reporting of the Corporation for the year ended December 31, 2019. An audit includes examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. The objective of their audit is the expression of an opinion on the Corporation’s Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America, in all material respects, and on the internal controls over financial reporting as of December 31, 2019. The Audit Committee of the Board of Directors, composed entirely of directors who are independent of the Corporation, appoints the independent registered public accounting firm for ratification by stockholders and, among other things, considers the scope of the independent registered public accounting firm’s examination, the audit results, and the adequacy of internal accounting controls of the Corporation. The independent registered public accounting firm and the internal auditor have direct access to the Audit Committee, and they meet with the committee from time to time, with and without management present, to discuss accounting, auditing, non-audit consulting services, internal control, and financial reporting matters. 73 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Curtiss-Wright Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Curtiss-Wright Corporation and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of earnings, comprehensive income, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2020, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 74 Revenue – Over-Time Basis – Refer to Note 2 to the financial statements Critical Audit Matter Description The Company recognizes revenue when control of a promised good and/or service is transferred to a customer. The Company identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. Contracts that qualify for over-time revenue recognition are generally associated with the design, development, and manufacture of highly engineered industrial products used in commercial and defense applications and generally span between 2-5 years in duration. The Company uses over-time revenue recognition based on the utilization of an input measure used to measure progress of performance obligations, such as costs incurred to date relative to total estimated costs. Application of an over-time revenue recognition method requires the use of reasonable and dependable estimates of costs that will be incurred to complete production of goods or provision of services. As of December 31, 2019, revenue was $2.488 billion, of which 49% relates to over-time revenue. Certain of the Company’s contracts have limited amount of historical data available requiring the Company to make judgments to estimate future costs that will be incurred for these contracts. Related to these contracts, auditing these estimates required both extensive audit effort due to a high degree of auditor judgment, especially given the limited historical data for certain contracts, when performing audit procedures and evaluating the results of those procedures. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates of total costs that will be incurred for certain of the contracts (as discussed above) included the following: • We tested the effectiveness of controls over the long-term contract revenue, including those over the estimates of total costs for the performance obligation. • We performed the following: (cid:405)(cid:3) Evaluated the appropriateness and consistency of the methods and assumptions used by management to develop the estimates of future costs that will be incurred for contracts with limited historical experience. (cid:405)(cid:3) Evaluated management’s ability to achieve the estimates of costs that will be incurred by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts. (cid:405)(cid:3) Tested the accuracy and completeness of the costs incurred to date. (cid:405)(cid:3) Compared the actual costs incurred to date to management’s estimated costs to be incurred to date. (cid:405)(cid:3) Due to the limited historical data available for certain contracts, we tested changes in management’s total cost estimates. (cid:405)(cid:3) Tested the mathematical accuracy of management’s estimates of future costs to be incurred. (cid:405)(cid:3) Tested the mathematical accuracy of management’s calculation of revenue for the contract. /s/ Deloitte & Touche LLP Parsippany, New Jersey February 27, 2020 We have served as the Company’s auditor since 2003. 75 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Curtiss-Wright Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Curtiss-Wright Corporation and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 27, 2020, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Parsippany, New Jersey February 27, 2020 76 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Disclosure Controls and Procedures As of December 31, 2019, the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Corporation’s 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, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective as of December 31, 2019 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. Management’s Annual Report On Internal Control Over Financial Reporting The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of the future effectiveness of controls currently deemed effective are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2019. In making this assessment, the Corporation’s management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, management believes that as of December 31, 2019, the Corporation’s internal control over financial reporting is effective based on the established criteria. The Corporation’s internal controls over financial reporting as of December 31, 2019 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their report thereon is included in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. 77 PART III The information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held on May 7, 2020 which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Information required by Item 401(b) of Regulation S-K is included in Part I of this report under the caption “Executive Officers” and information required by Item 201(d) of Regulation S-K is included in Part II of this report under the caption “Securities Authorized For Issuance Under Equity Compensation Plans.” 78 Item 15. Exhibits, Financial Statement Schedule. PART IV (a) Financial Statements and Footnotes Page 1. The following are documents filed as part of this report in Part II, Item 8: 35 36 37 38 39 40 83 Filed Herewith Consolidated Statements of Earnings Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Stockholders’ Equity Notes to Consolidated Financial Statements 2. Financial Statement Schedule (b) Exhibit No. 2.1 3.1 3.2 4.1 4.2 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 Schedule II-Valuation and Qualifying Accounts All other financial statement schedules have been omitted because they are either not required, not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto. Exhibits Exhibit Description Agreement and Plan of Merger and Recapitalization, dated as of February 1, 2005, by and between the Registrant and CW Merger Sub, Inc. Amended and Restated Certificate of Incorporation Amended and Restated By-Laws Form of stock certificate for Common Stock Description of Registrant’s Securities Curtiss-Wright Corporation 2005 Omnibus Long-Term Incentive Plan, amended and restated effective January 1, 2010* Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant* Revised Standard Employment Severance Agreement with Senior Management of the Registrant* Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.* Instrument of Amendment No. 1 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009* Instrument of Amendment No. 2 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009* Instrument of Amendment No. 3 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009* Instrument of Amendment No. 4 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009* Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* Instrument of Amendment No. 1 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* 79 Incorporated by Reference Form Filing Date February 3, 2005 8-K 8-A12B/A May 24, 2005 8-K May 18, 2015 8-A12B/A May 24, 2005 DEF 14A May 24, 2005 14A March 19, 2010 10-K March 7, 2006 10-Q August 15, 2001 10-K February 25, 2011 10-K February 24, 2012 10-K February 19, 2015 10-K February 19, 2015 10-K February 25, 2016 10-K February 25, 2016 10-K February 21, 2017 Filed Herewith X Exhibit No. 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 Exhibit Description Instrument of Amendment No. 2 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* Instrument of Amendment No. 3 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* Instrument of Amendment No. 4 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* Instrument of Amendment No. 5 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* Instrument of Amendment No. 6 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* Instrument of Amendment No. 7 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015* Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015* Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 2 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 3 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 4 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 5 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 6 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 7 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 8 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 9 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 10 to the Curtiss- Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Instrument of Amendment No. 11 to the Curtiss- Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* 80 Incorporated by Reference Form Filing Date February 21, 2017 10-K 10-K February 22, 2018 10-K February 22, 2018 10-K February 27, 2019 10-K February 27, 2019 10-K February 25, 2016 10-K February 25, 2016 10-K February 21, 2017 10-K February 21, 2017 10-K February 21, 2017 10-K February 22, 2018 10-K February 22, 2018 10-K February 27, 2019 10-K February 27, 2019 10-K February 27, 2019 10-Q August 1, 2019 10-Q August 1, 2019 Exhibit No. 10.29 10.30 10.31 10.32 10.33 10.34 10.35 10.36 10.37 10.38 10.39 10.40 10.41 10.42 10.43 10.44 10.45 10.46 10.47 Exhibit Description Instrument of Amendment No. 12 to the Curtiss- Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015* Curtiss-Wright Corporation 2014 Omnibus Incentive Plan* Curtiss-Wright Corporation Retirement Savings Restoration Plan* Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Retirement Savings Restoration Plan* Form of indemnification Agreement entered into by the Registrant with each of its directors Amended and Restated Curtiss-Wright Electro- Mechanical Corporation Savings Plan, dated January 1, 2010* Instrument of Amendment No.1 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010* Instrument of Amendment No. 2 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010* Instrument of Amendment No.3 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010* Instrument of Amendment No.4 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010* Curtiss-Wright Corporation 2005 Stock Plan for Non- Employee Directors* Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended November 2006* Instrument of Amendment No. 1 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008* Instrument of Amendment No. 2 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008* Instrument of Amendment No. 3 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008* Standard Change In Control Severance Protection Agreement, dated July 9, 2001, between the Registrant and Key Executives of the Registrant* Curtiss-Wright Corporation Employee Stock Purchase Plan, as amended May 10, 2018* Incentive Compensation Plan, as amended November 15, 2010 * Restricted Stock Unit Agreement, dated April 1, 2013, by and between the Registrant and Thomas Quinly * 81 Incorporated by Reference Form Filing Date Filed Herewith X 14A March 21, 2014 10-K February 19, 2015 10-K February 25, 2016 10-Q May 7, 2012 10-K February 25, 2011 10-K February 24, 2012 10-K February 21, 2013 10-K February 21, 2013 10-K February 21, 2014 14A April 5, 2005 10-K February 27, 2007 10-K February 24, 2012 10-K February 19, 2015 10-K February 25, 2016 10-Q November 15, 2001 14A 14A March 23, 2018 March 24, 2011 10-Q May 2, 2013 Filed Herewith X X X X X Incorporated by Reference Form Filing Date May 13, 1998 10-Q December 13, 2011 December 13, 2011 February 27, 2013 February 27, 2013 October 17, 2018 Exhibit No. 10.48 10.49 10.50 10.51 10.52 10.53 21.00 23.00 31.10 31.20 32.00 8-K 8-K 8-K 8-K 8-K Exhibit Description Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013 Fourth Amended and Restated Credit Agreement dated as of October 17, 2018 among the Company and Certain Subsidiaries as Borrowers; the Lenders party thereto; Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents; and Citizens Bank, N.A., as Documentation Agents Subsidiaries of the Registrant Consent of Independent Registered Public Accounting Firm of Independent Registered Public Accounting Firm Certification of David C. Adams, Chairman and CEO, Pursuant to Rule 13a - 14(a) Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to Rule 13a - 14(a) Certification of David C. Adams, Chairman and CEO and Glenn E. Tynan, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350 Indicates contract or compensatory plan or arrangement * 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 82 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SCHEDULE II – VALUATION and QUALIFYING ACCOUNTS for the years ended December 31, 2019, 2018, and 2017 (In thousands) Description Deducted from assets to which they apply: December 31, 2019 Tax valuation allowance Total December 31, 2018 Tax valuation allowance Total December 31, 2017 Tax valuation allowance Total Additions Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Balance at End of Period Deductions 11,646 $11,646 1,305 $1,305 (22)(1) 9,543(2) 3,386 $ (22) $9,543 $ 3,386 12,322 108 17(1) 801 11,646 $12,322 $ 108 $ 17 $ 801 $ 11,646 17,776 $17,776 1,471 $1,471 125(1) $125 7,050(3) $7,050 12,322 $12,322 (1) Primarily foreign currency translation adjustments. (2) $5.7 million relates to the capital loss carryforward expiration from the sale of the Downstream oil and gas business. (3) $4.3 million relates to the reduction of the U.S. corporate income tax rate due to the Tax Act. 83 Pursuant to the requirements of Section 13 or 15(d) 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. SIGNATURES Date: February 27, 2020 CURTISS-WRIGHT CORPORATION (Registrant) By: /s/ David C. Adams David C. Adams Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 Date: February 27, 2020 By: /s/ Glenn E. Tynan Glenn E. Tynan Vice President and Chief Financial Officer By: /s/ K. Christopher Farkas K. Christopher Farkas Vice President of Finance and Corporate Controller By: /s/ David C. Adams David C. Adams Director By: /s/ Dean M. Flatt Dean M. Flatt Director By: /s/ S. Marce Fuller S. Marce Fuller Director By: /s/ Bruce D. Hoechner Bruce D. Hoechner Director By: /s/ Glenda J. Minor Glenda J. Minor Director By: s/ John B. Nathman John B. Nathman Director By: /s/ Robert J. Rivet Robert J. Rivet Director By: /s/ Albert E. Smith Albert E. Smith Director By: /s/ Peter C. Wallace Peter C. Wallace Director 84 2019 RECONCILIATIONS Year ended December 31 (Dollars in millions, except percentages; unaudited) Sales Commercial/Industrial Defense Power Total sales Operating income (expense) Commercial/Industrial Defense Power Total segments Corporate and other Total operating income Interest expense Other income, net Earnings before income taxes Provision for income taxes Net earnings Diluted earnings per share Diluted shares outstanding Effective tax rate Operating Margins Commercial/Industrial Defense Power Segment Operating Margin Total Operating Margins 2019 Reported (GAAP) 2019 Adjustments(1) (Non-GAAP) 2019 Adjusted (Non-GAAP) $1,239.9 579.3 668.8 $2,488.0 $ 196.5 129.7 113.0 $ 439.1 (35.1) $ 404.0 (31.3) 23.8 $ 396.5 (88.9) $ 307.6 7.15 $ 43.0 22.4% $ — 1.6 — $ 1.6 $ — 2.4 4.2 $ 6.6 — $ 6.6 — — $ 6.6 (1.5) $ 5.1 $0.12 — — $1,239.9 580.9 668.8 $2,489.6 $ 196.5 132.1 117.2 $ 445.7 (35.1) $ 410.6 (31.3) 23.8 $ 403.1 (90.4) $ 312.7 7.27 $ 43.0 22.4% 15.8% 22.4% 16.9% 17.6% 16.2% 0 bps +30 bps +60 bps +30 bps +30 bps 15.8% 22.7% 17.5% 17.9% 16.5% Note: Amounts may not add to the total due to rounding. (1) Adjusted financials are defined as Reported Sales, Operating Income, Operating Margin, Net Earnings and Diluted EPS under GAAP excluding the impact of first year purchase accounting costs associated with acquisitions for current and prior year periods, specifically one-time inventory step-up, backlog amortization and transaction costs, as well as one-time transition and IT security costs related to the relocation of the DRG business. 2019 RECONCILIATIONS Year ended December 31 (Dollars in millions, except percentages; unaudited) Net cash provided by operating activities Capital expenditures Free cash flow Free cash flow conversion 2019 Reported $421,404 (69,752) $351,652 114% 2019 Adjustments(1) (Capital expenditures) $ — 19,284 $19,284 — 2019 Adjusted $421,404 (50,468) $370,936 121% (1) Adjusted Free Cash Flow (FCF) is defined is cash flow from operations less capital expenditures, and excludes a capital investment in the Power segment related to the new, state-of-the-art naval facility principally for DRG. Adjusted FCF conversion is defined as adjusted free cash flow divided by net earnings. Shareholder Information Corporate Headquarters 130 Harbour Place Drive, Suite 300 Davidson, NC 28036 www.curtisswright.com Tel: (704) 869-4600 Annual Meeting The 2020 annual meeting of stockholders will be held on Thursday, May 7, 2020, at the Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, NC, 28036, commencing at 1:00 p.m. local time. Stock Exchange Listing The Corporation’s common stock is listed and traded on the New York Stock Exchange under the symbol CW. Common Shareholders As of December 31, 2019, the approximate number of registered holders of record of common stock, par value of $1.00 per share of the Corporation, was 3,150. Forward-Looking Statements This brochure contains not only historical information, but also forward-looking statements regarding expectations of future performance of the Corporation. Forward-looking statements involve risk and uncertainty. Please refer to the Corporation’s 2019 Annual Report on Form 10-K for a discussion relating to forward-looking statements contained in this brochure and risk factors that could cause future results to differ from current expectations. Stock Transfer Agent and Registrar For services such as changes of address, replacement of lost certificates or dividend checks, and changes in registered ownership, or for inquiries as to account status, write to: Broadridge Corporate Issuer Solutions, Inc., P.O. Box 1342, Brentwood, NY 11717 or overnight to 1155 Long Island Avenue, Brentwood, NY 11717. Please include your name, address and telephone number with all correspondence. Telephone inquiries may be made toll-free to (855) 449-0995, or to (720) 864-4772 internationally. Internet inquiries should be directed to http://shareholder.broadridge.com/curtisswright and by email to shareholder@broadridge.com. Hearing- impaired shareholders are invited to log on to the website and select the Live Chat option. Direct Stock Purchase Plan/Dividend Reinvestment Plan A plan is available to purchase or sell shares of Curtiss-Wright common stock. The plan provides a low- cost alternative to the traditional methods of buying, holding and selling stock. The plan also provides for the automatic reinvestment of Curtiss-Wright dividends. For more information, contact our transfer agent, Broadridge Corporate Issuer Solutions, Inc., P.O. Box 1342, Brentwood, NY 11717, toll-free at (855) 449-0995. Investor Information Investors, stockbrokers, security analysts and others seeking information about Curtiss-Wright Corporation should contact James M. Ryan, Senior Director of Investor Relations, at (704) 869-4600 or investor@curtisswright.com. Shareholder Communications Any stockholder wishing to communicate directly with our Board of Directors should write to Albert E. Smith, c/o Curtiss-Wright Corporation, 130 Harbour Place Drive, Suite 300, Davidson, NC 28036. Financial Reports This brochure includes some of the periodic financial information required to be on file with the Securities and Exchange Commission. The Corporation also files an Annual Report on Form 10-K, a copy of which may be obtained free of charge from the Corporation, or may be downloaded from the SEC’s or the Corporation’s websites. These reports, as well as additional financial documents such as quarterly shareholder reports, proxy statements, and quarterly reports on Form 10-Q, may be obtained by written request to James M. Ryan, Senior Director of Investor Relations, at the Corporate Headquarters or through the Investor Relations section of the Corporation’s website: www.curtisswright.com. Curtiss-Wright Corporation 130 Harbour Place Drive, Suite 300 Davidson, N.C. 28036 www.curtisswright.com 

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