SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2017
CURTISS-WRIGHT CORPORATION
( Exact Name of Registrant as Specified in Its Charter)

Delaware	 
1-134
 	 
13-0612970
 	
State or Other
Jurisdiction of
Incorporation or
Organization	Commission File
Number	IRS Employer
Identification No.

 	
 
13925 Ballantyne Corporate Place, Suite 400	 	
Charlotte, North Carolina	28277	
Address of Principal Executive Offices	Zip Code	
 
Registrant's telephone number, including area code: (704) 869-4600
--------------
(Former name or former address, if changed since last report)

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

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
1

SECTION 2 – FINANCIAL INFORMATION
 
ITEM 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On Wednesday, July 26, 2017, the Company issued a press release announcing financial results for the second quarter ended June 30, 2017.  A conference call and webcast presentation will be held on July 27, 2017 at 9:00 am EDT for management to discuss the Company's second quarter 2017 performance.  David C. Adams, Chairman and CEO, and Glenn E. Tynan, Vice President and CFO, will host the call.  A copy of the press release and the webcast slide presentation are attached hereto as Exhibits 99.1 and 99.2.

The financial press release, access to the webcast, and the accompanying financial presentation will be posted on Curtiss-Wright's website at www.curtisswright.com . In addition, the Listen-Only dial-in number for domestic callers is (844) 220-4970, while international callers can dial (262) 558-6349.  For those unable to participate live, a webcast replay will be available for 90 days on the Company's website beginning one hour after the call takes place. A conference call replay will also be available for seven days.

Conference Call Replay:
Domestic (855) 859-2056
International (404) 537-3406
Passcode 45844131

The information contained in this Current Report, including Exhibits 99.1 and 99.2, are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any filing of the registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

         (a)  Not applicable.

         (b)  Not applicable.

         (c)  Exhibits.

99.1 Press Release dated July 26, 2017
 
99.2 Presentation shown during investor and securities analyst webcast on July 27, 2017
2

SIGNATURE

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

 	 	CURTISS-WRIGHT CORPORATION	

 	By:	/s/ Glenn E. Tynan	
 	 	Glenn E. Tynan	
 	 	Vice-President and	
 	 	Chief Financial Officer	

Date:   July 26, 2017	 	 	
 
3

EXHIBIT INDEX

Exhibit 
 Number	Description	
 	 	
99.1	Press Release dated July 26, 2017	
99.2	Presentation shown during investor and securities analyst webcast on July 27, 2017	
 
4

Exhibit 99.1

Curtiss-Wright Reports Second Quarter 2017 Financial Results; Raises Full-Year Sales and EPS Guidance; Declares 15% Increase in Quarterly Dividend
CHARLOTTE, N.C.--(BUSINESS WIRE)--July 26, 2017--Curtiss-Wright Corporation (NYSE: CW) reports financial results for the second quarter and six months ended June 30, 2017.
Second Quarter 2017 Highlights
·	Diluted earnings per share (EPS) of $1.13, ahead of expectations, and up 28% compared with the prior year;
·	Net sales of $568 million, up 7%, including 5% organic growth;
·	Operating income of $83 million, up 22%;
·	Operating margin of 14.7%, up 190 basis points, despite 50 basis point dilution from acquisitions;
·	New orders of $548 million, up 5%;
·	Backlog of $2.1 billion increased 7% from December 31, 2016;
·	Free cash flow of $73 million, resulting in free cash flow conversion of 144%, as defined in table below; and
·	Share repurchases of approximately $14 million.
Full-Year 2017 Business Outlook
·	Increasing sales guidance by $20 million to new range of $2.19 to $2.23 billion, primarily due to improved outlook in industrial markets;
·	Increasing operating income guidance by $5 million, primarily due to improved industrial outlook and lower amortization estimates associated with the Teletronics Technology Corporation (TTC) acquisition;
·	Increasing operating margin guidance by 10 basis points to new range of 14.7% to 14.8%;
·	Increasing EPS guidance by $0.05 to new range of $4.45 to $4.55;
·	Increasing quarterly dividend by 15% to fifteen cents ($0.15) per share; and
·	Maintaining free cash flow guidance range of $260 million to $280 million.
“Our second quarter results were ahead of our expectations driven by robust 7% top-line growth and improved profitability that generated stronger than anticipated EPS of $1.13,” said David C. Adams, Chairman and CEO of Curtiss-Wright Corporation. “We achieved higher sales and operating income growth in each of our segments, particularly in our Power segment. This drove overall operating margin up 190 basis points to 14.7%. In addition, the incremental benefits of our ongoing margin improvement initiatives enabled us to more than offset the first-year purchase accounting costs associated with the TTC acquisition.”

“As a result of our strong start and improved performance in several of our industrial businesses, we are increasing our full-year 2017 guidance for sales, operating income, operating margin and EPS. We remain committed to increasing shareholder value by delivering solid profitability and free cash flow, maintaining a balanced capital allocation strategy and driving for top-quartile financial performance in our key financial metrics.”

Second Quarter 2017 Operating Results from Continuing Operations	
 	
(In thousands)	 	 	2Q-2017	 	 	2Q-2016	 	 	Change	
Sales			$	567,653				$	532,766				7	%	
Operating income				83,271					68,089				22	%	
Operating margin				14.7	%				12.8	%			190 bps	
													 	
Sales
Sales of $568 million in the second quarter increased $35 million, or 7%, compared with the prior year, reflecting a $27 million, or 5%, increase in organic sales, and a $13 million, or 3%, contribution from acquisitions, partially offset by $5 million, or (1%), in unfavorable foreign currency translation.
Higher organic sales were principally driven by strong AP1000 revenues in the Power segment and improved industrial demand in the Commercial/Industrial segment. Higher Defense segment sales primarily reflect the contribution from our acquisition of TTC.
From an end market perspective, sales to the defense markets increased 4%, while sales to the commercial markets increased 8%, compared with the prior year. Please refer to the accompanying tables for a breakdown of sales by end market.
Operating Income
Operating income in the second quarter was $83 million, an increase of $15 million, or 22%, compared with the prior year, due to strong increases in each of our segments. In the Commercial/Industrial segment, higher operating income was primarily driven by the benefits of our margin improvement initiatives. In the Defense segment, our results reflect higher profitability on our embedded computing products, partially offset by first-year purchase accounting costs from the TTC acquisition. Finally, in the Power segment, our results reflect a strong improvement in operating income resulting from higher revenues on the AP1000 China Direct program and higher profitability in the aftermarket business.
Operating margin was 14.7%, an increase of 190 basis points over the prior year, reflecting higher revenues and the benefits of our ongoing margin improvement initiatives, partially offset by 50 basis points in margin dilution from acquisitions.
Non-segment Expense
Non-segment expenses increased by approximately $1 million compared with the prior year, due to higher foreign currency transactional losses.

Net Earnings
Second quarter net earnings increased 27% compared with the prior year, as higher operating income was partially offset by higher interest expense. In addition, the effective tax rate for the current quarter was 30.3%, a decrease from 31.0% in the prior year.
Free Cash Flow

(In thousands)	 	 	2Q-2017	 	 	2Q-2016	
Net cash provided by operating activities			$	85,873				$	86,371		
Capital expenditures			 	(12,914	)			 	(6,908	)	
Free cash flow			$	72,959				$	79,463		
						 	
Free cash flow, defined as cash flow from operations less capital expenditures, was $73 million for the second quarter of 2017, a decrease of $6 million compared with the prior year. Net cash provided by operating activities of $86 million was essentially flat, primarily due to higher cash earnings, partially offset by higher trade receivables on increased sales. Capital expenditures increased by $6 million to $13 million, primarily due to capital investments being made in each of our segments.
New Orders and Backlog
New orders of $548 million in the second quarter increased 5% compared to the prior year, as higher orders within the Commercial/Industrial and Defense segments were partially offset by lower orders within the Power segment. Backlog of $2.1 billion increased 7% from December 31, 2016, due to increases in all three segments.
Other Items – Share Repurchase
During the second quarter, the Company repurchased 151,552 shares of its common stock for approximately $14 million.
Full-Year 2017 Guidance

The Company is updating its full-year 2017 financial guidance as follows:	
 	
	 	 	Prior Guidance	 	 	Current Guidance	
Total sales			$2.17 - $2.21 billion			$2.19 - $2.23 billion	
Operating income			$316 - $325 million			$321 - $329 million	
Operating margin			14.6% - 14.7%			14.7% - 14.8%	
Interest expense			$40 - $41 million			$41 - $42 million	
Diluted earnings per share			$4.40 - $4.50			$4.45 - $4.55	
Diluted shares outstanding			44.9 million			No change	
Free cash flow			$260 - $280 million			No change	
						 	
Notes:
·	Full-year 2017 guidance includes the acquisition of TTC, which adds $65 million in sales to the Defense segment, and is now expected to be slightly accretive to operating income and earnings per share, including purchase accounting costs.
·	Full-year 2017 guidance reflects the impact of a discrete tax benefit of $4.1 million from the adoption of ASU 2016-09 Improvements to Employee Share-Based Payment Accounting, which resulted in a $0.10 increase to our EPS guidance as disclosed in our press release dated May 3, 2017.
·	A more detailed breakdown of the Company’s 2017 guidance by segment and by market can be found in the accompanying schedules.

Second Quarter 2017 Segment Performance
Commercial/Industrial

(In thousands)	 	 	2Q-2017	 	 	2Q-2016	 	 	Change	
Sales			$	291,599				$	290,046				1	%	
Operating income				43,693					38,957				12	%	
Operating margin				15.0	%				13.4	%			160 bps	
													 	
Sales for the second quarter were $292 million, an increase of $2 million, or 1%, over the prior year. Organic sales increased 2%, excluding $4 million, or (1%), in unfavorable foreign currency translation. In the general industrial market, we experienced solid sales growth for industrial vehicle products, while sales of severe-service valves to the energy markets were flat with the prior year but demonstrated sequential quarterly improvement. Elsewhere, our results reflect a decline in the commercial aerospace market, primarily due to reduced sales to Boeing on the 747 and 787 programs, despite higher sales on the 737 program. In the naval defense market, we experienced lower revenues on the Virginia-class submarine program, based on the timing of production.
Operating income in the second quarter was $44 million, up 12% from the prior year, while operating margin improved 160 basis points to 15.0%. This performance principally reflects increased profitability resulting from our ongoing margin improvement initiatives, most notably for facility consolidations, as well as higher profitability for industrial vehicle products, driven by higher sales volumes.
Defense

(In thousands)	 	 	2Q-2017	 	 	2Q-2016	 	 	Change	
Sales			$	126,361				$	113,961				11	%	
Operating income				21,187					18,609				14	%	
Operating margin				16.8	%				16.3	%			50 bps	
													 	
Sales for the second quarter were $126 million, an increase of $12 million, or 11%, from the prior year. These results primarily reflect a $13 million contribution from the acquisition of TTC, partially offset by $1 million in unfavorable foreign currency translation, while organic sales were flat compared with the prior year. In the aerospace defense market, our results reflect higher sales of data acquisition and flight test equipment from TTC, increased sales to unmanned aerial vehicle (UAV) programs and higher foreign military sales. These increases were offset by lower domestic vehicle product sales, most notably on the G/ATOR program, in the ground defense market.
Operating income in the second quarter was $21 million, an increase of $3 million, or 14%, compared with the prior year, while operating margin increased 50 basis points to 16.8%, despite 300 basis point dilution from TTC. These improvements in operating income and margin were primarily driven by favorable mix for our defense electronics products, as well as the benefits of our margin improvement initiatives. Favorable foreign currency translation also added approximately $1 million to current quarter operating income.

Power

(In thousands)	 	 	2Q-2017	 	 	2Q-2016	 	 	Change	
Sales			$	149,693				$	128,759				16	%	
Operating income				24,870					16,114				54	%	
Operating margin				16.6	%				12.5	%			410 bps	
													 	
Sales for the second quarter were $150 million, an increase of $21 million, or 16%, from the prior year. These results primarily reflect higher sales in the power generation market, driven by higher revenues on the AP1000 program, primarily on the 2015 China Direct contract, as well as improved aftermarket sales supporting currently operating nuclear reactors, driven by seasonally high spring outages. In the naval defense market, higher revenues on the CVN-80 aircraft carrier program were mainly offset by lower revenues on the Virginia-class submarine program, based on the timing of production.
Operating income in the second quarter was $25 million, an increase of $9 million, or 54%, compared with the prior year, while operating margin increased 410 basis points to 16.6%. This performance reflects higher production on the AP1000 China Direct program, as well as improved profitability in the aftermarket business driven by higher sales and the benefits of our ongoing margin improvement initiatives.
Conference Call & Webcast Information
The Company will host a conference call to discuss second quarter 2017 financial results at 9:00 a.m. EDT on Thursday, July 27, 2017. A live webcast of the call and the accompanying financial presentation, as well as a replay of the call, will be made available on the internet by visiting the Investor Relations section of the Company’s website at www.curtisswright.com .
(Tables to Follow)

 	
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES	
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)	
($’s in thousands, except per share data)	
	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
			Three Months Ended			Six Months Ended	
			June 30,			Change			June 30,			Change	
			2017			2016			$			%			2017			2016			$			%	
Product sales			$	459,774				$	427,324				$	32,450				8	%			$	883,003				$	830,242				$	52,761				6	%	
Service sales			107,879	 			105,442	 			2,437	 			2	%			208,241	 			206,031	 			2,210	 			1	%	
Total net sales			567,653				532,766				34,887				7	%			1,091,244				1,036,273				54,971				5	%	
																								 	
Cost of product sales			299,739				279,869				19,870				7	%			586,231				544,604				41,627				8	%	
Cost of service sales			69,144	 			67,518	 			1,626	 			2	%			135,468	 			134,387	 			1,081	 			1	%	
Total cost of sales			368,883				347,387				21,496				6	%			721,699				678,991				42,708				6	%	
																								 	
Gross profit			198,770				185,379				13,391				7	%			369,545				357,282				12,263				3	%	
																								 	
Research and development expenses			15,501				15,236				265				2	%			30,799				30,396				403				1	%	
Selling expenses			28,560				29,126				(566	)			(2	%)			57,513				58,752				(1,239	)			(2	%)	
General and administrative expenses			71,438	 			72,928	 			(1,490	)			(2	%)			146,735	 			142,782	 			3,953	 			3	%	
																								 	
Operating income			83,271				68,089				15,182				22	%			134,498				125,352				9,146				7	%	
																								 	
Interest expense			10,750				10,273				477				5	%			21,127				20,206				921				5	%	
Other income, net			190	 			101	 			89	 			NM			502	 			335	 			167	 			NM	
																								 	
Earnings before income taxes			72,711				57,917				14,794				26	%			113,873				105,481				8,392				8	%	
Provision for income taxes			(22,061	)			(17,954	)			(4,107	)			23	%			(30,676	)			(32,699	)			2,023	 			(6	%)	
Net earnings			$	50,650	 			$	39,963	 			$	10,687	 			27	%			$	83,197	 			$	72,782	 			$	10,415	 			14	%	
																								 	
Net earnings per share:																									
Basic earnings per share			$	1.15				$	0.90										$	1.88				$	1.63								
Diluted earnings per share			$	1.13				$	0.88										$	1.86				$	1.61								
																								 	
Dividends per share			$	0.13				$	0.13										$	0.26				$	0.26								
																								 	
Weighted average shares outstanding:																									
Basic			44,213				44,487										44,221				44,526								
Diluted			44,807				45,164										44,825				45,195								
																								 	
NM- not meaningful																									

 	
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES	
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)	
($’s in thousands, except par value)	
	 	 		 	 		 	 		
			June 30,			December 31,			Change	
			2017			2016			%	
Assets										
Current assets:										
Cash and cash equivalents			$	342,711				$	553,848				(38	%)	
Receivables, net			502,216				463,062				8	%	
Inventories, net			396,245				366,974				8	%	
Other current assets			45,932	 			30,927	 			49	%	
Total current assets			1,287,104	 			1,414,811	 			(9	%)	
Property, plant, and equipment, net			390,520				388,903				0	%	
Goodwill			1,082,944				951,057				14	%	
Other intangible assets, net			345,991				271,461				27	%	
Other assets			14,715	 			11,549	 			27	%	
Total assets			$	3,121,274	 			$	3,037,781	 			3	%	
									 	
Liabilities										
Current liabilities:										
Current portion of long-term and short-term debt			$	150,820				$	150,668				0	%	
Accounts payable			157,088				177,911				(12	%)	
Accrued expenses			116,492				130,239				(11	%)	
Income taxes payable			10,578				18,274				(42	%)	
Deferred revenue			183,955				170,143				8	%	
Other current liabilities			34,858	 			28,027	 			24	%	
Total current liabilities			653,791	 			675,262	 			(3	%)	
Long-term debt			814,810				815,630				0	%	
Deferred tax liabilities, net			55,675				49,722				12	%	
Accrued pension and other postretirement benefit costs			103,181				107,151				(4	%)	
Long-term portion of environmental reserves			16,091				14,024				15	%	
Other liabilities			84,561	 			84,801	 			0	%	
Total liabilities			1,728,109	 			1,746,590	 			(1	%)	
									 	
Stockholders ’ equity										
Common stock, $1 par value				49,187					49,187				0	%	
Additional paid in capital			122,584				129,483				(5	%)	
Retained earnings			1,825,697				1,754,907				4	%	
Accumulated other comprehensive loss			(244,161	)			(291,756	)			16	%	
Less: cost of treasury stock			(360,142	)			(350,630	)			(3	%)	
Total stockholders’ equity			1,393,165	 			1,291,191	 			8	%	
			 			 				
Total liabilities and stockholders ’ equity			$	3,121,274	 			$	3,037,781	 			3	%	

 	
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES	
SEGMENT INFORMATION (UNAUDITED)	
($’s in thousands)	
	 	 		 	 		 	 		 	 		 	 		 	 		
			Three Months Ended			Six Months Ended	
			June 30,			June 30,	
									Change									Change	
			2017			2016			%			2017			2016			%	
Sales:																			
Commercial/Industrial			$	291,599				$	290,046				1	%			$	570,421				$	564,773				1	%	
Defense			126,361				113,961				11	%			241,023				219,352				10	%	
Power			149,693	 			128,759	 			16	%			279,800	 		 	252,148	 			11	%	
																		 	
Total sales			$	567,653				$	532,766				7	%			$	1,091,244				$	1,036,273				5	%	
																		 	
Operating income expense:																			
Commercial/Industrial			$	43,693				$	38,957				12	%			$	74,314				$	69,009				8	%	
Defense			21,187				18,609				14	%			32,342				35,454				(9	%)	
Power			24,870	 			16,114	 			54	%			41,410	 			30,742	 			35	%	
																		 	
Total segments			$	89,750				$	73,680				22	%			$	148,066				$	135,205				10	%	
Corporate and other			(6,479	)			(5,591	)			(16	%)			(13,568	)			(9,853	)			(38	%)	
																		 	
Total operating income			$	83,271	 			$	68,089	 			22	%			$	134,498	 			$	125,352	 			7	%	

Operating margins:																			
Commercial/Industrial			15.0	%			13.4	%			160	bps			13.0	%			12.2	%			80	bps	
Defense			16.8	%			16.3	%			50	bps			13.4	%			16.2	%			(280	bps)	
Power			16.6	%			12.5	%			410	bps			14.8	%			12.2	%			260	bps	
Total Curtiss-Wright			14.7	%			12.8	%			190	bps			12.3	%			12.1	%			20	bps	
																		 	
Segment margins			15.8	%			13.8	%			200	bps			13.6	%			13.0	%			60	bps	

 	
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES	
SALES BY END MARKET (UNAUDITED)	
($’s in thousands)	
	 	 		 	 		 	 		 	 		 	 		 	 		
			Three Months Ended			Six Months Ended	
			June 30,			June 30,	
									Change									Change	
			2017			2016			%			2017			2016			%	
Defense markets:																			
Aerospace			$	88,097				$	76,558				15	%			$	153,880				$	138,107				11	%	
Ground			17,515				19,880				(12	%)			37,251				39,055				(5	%)	
Naval			100,048				103,998				(4	%)			191,018				196,950				(3	%)	
Other			5,964	 			2,541	 			135	%			13,007	 			3,794	 			243	%	
Total Defense			$	211,624				$	202,977				4	%			$	395,156				$	377,906				5	%	
																		 	
Commercial markets:																			
Aerospace			$	101,631				$	102,595				(1	%)			$	200,455				$	204,781				(2	%)	
Power Generation			114,773				95,628				20	%			220,325				195,518				13	%	
General Industrial			139,625	 			131,566	 			6	%			275,308	 			258,068	 			7	%	
Total Commercial			$	356,029				$	329,789				8	%			$	696,088				$	658,367				6	%	
			 			 						 			 				
Total Curtiss-Wright			$	567,653	 			$	532,766	 			7	%			$	1,091,244	 			$	1,036,273	 			5	%	

Use of Non-GAAP Financial Information (Unaudited)
The Corporation supplements its financial information determined under U.S. generally accepted accounting principles (GAAP) with certain non-GAAP financial information. Curtiss-Wright believes that these non-GAAP measures provide investors with additional insight into the Company’s ongoing business performance. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. Curtiss-Wright encourages investors to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following definitions are provided:
Organic Revenue and Organic Operating Income
The Corporation discloses organic revenue and organic operating income because the Corporation believes it provides investors with insight as to the Company’s ongoing business performance. Organic revenue and organic operating income are defined as revenue and operating income excluding the impact of foreign currency fluctuations and contributions from acquisitions made during the last twelve months.

			Three Months Ended	
			June 30,	
			2017 vs. 2016	
			Commercial/Industrial	 	 	Defense	 	 	Power			Total Curtiss-Wright	
			Sales	 	 	Operating
income			Sales	 	 	Operating
income			Sales	 	 	Operating
income			Sales	 	 	Operating
income	
Organic			2	%			12	%			0	%			14	%			16	%			54	%			5	%			22	%	
Acquisitions			0	%			0	%			12	%			(7	%)			0	%			0	%			3	%			(2	%)	
Foreign Currency			(1	%)			0	%			(1	%)			7	%			0	%			0	%			(1	%)			2	%	
Total			1	%			12	%			11	%			14	%			16	%			54	%			7	%			22	%	

						 	
			Six Months Ended	
			June 30,	
			2017 vs. 2016	
			Commercial/Industrial			Defense			Power			Total Curtiss-Wright	
			Sales			Operating
income			Sales			Operating
income			Sales			Operating
income			Sales			Operating
income	
Organic			2	%			7	%			0	%			8	%			11	%			35	%			4	%			12	%	
Acquisitions			0	%			0	%			11	%			(20	%)			0	%			0	%			2	%			(6	%)	
Foreign Currency			(1	%)			1	%			(1	%)			3	%			0	%			0	%			(1	%)			1	%	
Total			1	%			8	%			10	%			(9	%)			11	%			35	%			5	%			7	%	

Free Cash Flow and Free Cash Flow Conversion
The Corporation discloses free cash flow because it measures cash flow available for investing and financing activities. Free cash flow represents cash available to repay outstanding debt, invest in the business, acquire businesses, return capital to shareholders and make other strategic investments. Free cash flow is defined as cash flow provided by operating activities less capital expenditures. The Corporation discloses free cash flow conversion because it measures the proportion of net earnings converted into free cash flow and is defined as free cash flow divided by net earnings from continuing operations.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES	
NON-GAAP FINANCIAL DATA (UNAUDITED)	
($’s in thousands)	
	 	 		 	 		 	 		 	 		
			Three Months Ended			Six Months Ended	
			June 30,			June 30,	
			2017			2016			2017			2016	
												 	
Net cash provided by operating activities			$	85,873				$	86,371				$	60,932				$	156,631		
Capital expenditures			(12,914	)			(6,908	)			(23,288	)			(15,733	)	
Free cash flow			$	72,959	 			$	79,463	 			$	37,644	 			$	140,898	 	
												 	
Free Cash Flow Conversion			144	%			199	%			45	%			194	%	

 	
CURTISS-WRIGHT CORPORATION	
2017 Guidance (from Continuing Operations)	
As of July 26, 2017	
($’s in millions, except per share data)	
	 	 		 	 		
			2016
Reported			2017 Guidance	
						Low	 	 	High	
Sales:										
Commercial/Industrial			$	1,119				$	1,120				$	1,140		
Defense			467				540				550		
Power			524	 			525	 			535	 	
Total sales			$	2,109				$	2,185				$	2,225		
									 	
Operating income:										
Commercial/Industrial			$	157				$	161				$	166		
Defense			98				106				109		
Power			76	 			77	 			79	 	
Total segments			331				343				353		
Corporate and other			(23	)			(22	)			(24	)	
Total operating income			$	308	 			$	321	 			$	329	 	
									 	
Interest expense			$	41				$	41				$	42		
Earnings before income taxes			268				281				288		
Provision for income taxes			(79	)			(82	)			(84	)	
Net earnings			$	189	 			$	200	 			$	204	 	
									 	
Reported diluted earnings per share			$	4.20				$	4.45				$	4.55		
Diluted shares outstanding			45.0				44.9				44.9		
Effective tax rate			29.3	%			29.1	%			29.1	%	
									 	
Operating margins:										
Commercial/Industrial			14.0	%			14.3	%			14.5	%	
Defense			21.1	%			19.6	%			19.7	%	
Power			14.6	%			14.6	%			14.7	%	
Total operating margin			14.6	%			14.7	%			14.8	%	
									 	
Note: Full year amounts may not add due to rounding	
(1) Full-year 2017 guidance includes the acquisition of TTC, which adds $65 million in sales to the Defense segment and is now expected to be slightly accretive to operating income and earnings per share, including purchase accounting costs.	
(2) Full-year 2017 guidance reflects the impact of a discrete tax benefit of $4.1 million from the adoption of Accounting Standards Update (ASU) 2016-09 regarding the accounting for share-based payments. This change resulted in a $0.10 increase to our EPS guidance as disclosed in our press release dated May 3, 2017.	

 	
CURTISS-WRIGHT CORPORATION	
2017 Sales Growth Guidance by End Market (from Continuing Operations)	
As of July 26, 2017	
	 	 		
			2017 % Change vs 2016	
			 	
Defense Markets				
Aerospace			23 - 25%	
Ground			Flat	
Navy			(1 - 3%)	
Total Defense			7 to 9%	
(Including Other Defense)				
			 	
Commercial Markets				
Commercial Aerospace			Flat	
Power Generation			3 - 5%	
General Industrial			2 - 4%	
Total Commercial			1 to 3%	
			 	
Total Curtiss-Wright Sales			4 to 6%	
			 	
Note: Full year amounts may not add due to rounding	
Full-year 2017 guidance includes the acquisition of TTC, which adds $65 million in sales, primarily to the aerospace defense market and to a lesser extent to the commercial aerospace market.	

About Curtiss-Wright Corporation
Curtiss-Wright Corporation (NYSE: CW) is a global innovative company that delivers highly engineered, critical function products and services to the commercial, industrial, defense and energy markets. Building on the heritage of Glenn Curtiss and the Wright brothers, Curtiss-Wright has a long tradition of providing reliable solutions through trusted customer relationships. The company employs approximately 8,000 people worldwide. For more information, visit www.curtisswright.com .
Certain statements made in this press release, including statements about future revenue, financial performance guidance, quarterly and annual revenue, net income, operating income growth, future business opportunities, cost saving initiatives, the successful integration of the Company’s acquisitions, and future cash flow from operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements present management’s expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include, but are not limited to: a reduction in anticipated orders; an economic downturn; changes in the competitive marketplace and/or customer requirements; a change in government spending; an inability to perform customer contracts at anticipated cost levels; and other factors that generally affect the business of aerospace, defense contracting, electronics, marine, and industrial companies. Such factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and subsequent reports filed with the Securities and Exchange Commission.
This press release and additional information are available at www.curtisswright.com .
CONTACT:
Curtiss-Wright Corporation
Jim Ryan, 704-869-4621
Jim.Ryan@curtisswright.com

Exhibit 99.2

 2Q 2017 Earnings Conference CallJuly 27, 2017  NYSE: CW 

 Safe Harbor Statement  Please note that the information provided in this presentation is accurate as of the date of the original presentation. The presentation will remain posted on this website from one to twelve months following the initial presentation, but content will not be updated to reflect new information that may become available after the original presentation posting. The presentation contains forward-looking statements including, among other things, management's estimates of future performance, revenue and earnings, our management's growth objectives and our management's ability to produce consistent operating improvements. These forward-looking statements are based on expectations as of the time the statements were made only, and are subject to a number of risks and uncertainties which could cause us to fail to achieve our then-current financial projections and other expectations. This presentation also includes certain non-GAAP financial measures with reconciliations being made available in the earnings release that is posted to our website and furnished with the SEC. We undertake no duty to update this information. More information about potential factors that could affect our business and financial results is included in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, including, among other sections, under the captions, "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which is on file with the SEC and available at the SEC's website at www.sec.gov. 

 2017 Second Quarter Performance and Business Outlook  Diluted EPS of $1.13, ahead of expectations, reflecting:Higher sales and profitability in all three segmentsNet Sales up 7% overall (5% organic)Strong power generation sales and improved industrial demandBenefit of TTC acquisition ($13M)Operating Income up 22%; Operating Margin up 190 bps to 14.7% Benefits of operational and margin improvement initiativesDespite 50 bps of dilution from acquisitions (TTC purchase accounting costs)Solid Free Cash Flow (FCF) of $73M, FCF conversion 144%    2Q’17 Highlights    FY 2017 Guidance Highlights  Increasing FY Operating Margin guidance to 14.7% - 14.8%Driven by improved industrial sales demandTTC to be modestly accretive (lower amortization, benefit of synergies)Raising full-year diluted EPS guidance to $4.45 - $4.55  Note:Any references to organic growth exclude the effects of foreign currency translation, acquisitions and divestitures, unless otherwise noted. 

     Key DriversDefense Markets (4% sales growth, (1%) organic)Aerospace Defense: Higher flight test (TTC acquisition) and embedded computing sales on UAVs and ISR programs Ground Defense: Higher int’l turret drive stabilization systems sales more than offset by lower domestic salesNaval Defense: Higher aircraft carrier revenues, more than offset by lower Virginia-class submarine revenues  Second Quarter 2017 End Market Sales  Notes: Percentages in chart relate to Second Quarter 2017 sales compared with the prior year. All figures presented on a continuing operations basis.Any references to organic growth exclude the effects of foreign currency translation, acquisitions and divestitures, unless otherwise noted.    2Q’17Change  % of Total Sales  Aero Defense   15%  16%  Ground Defense   (12%)   3%  Naval Defense   (4%)  18%  Total DefenseIncluding Other Defense   4%  37%  Commercial Aero   (1%)  18%  Power Generation   20%  20%  General Industrial    6%  25%  Total Commercial   8%  63%  Total Curtiss-Wright   7%  100%      Commercial Markets (8% sales growth, 9% organic)Commercial Aerospace: Lower actuation systems sales on widebody platformsPower Generation: Higher AP1000 program and nuclear aftermarket revenuesGeneral Industrial: Improved demand for industrial vehicle products (truck, ag and construction markets) 

 Second Quarter 2017 Operating Income / Margin Drivers  Notes: All figures presented on a continuing operations basis. Amounts may not add down due to rounding. Any references to organic growth exclude the effects of foreign currency translation, acquisitions and divestitures, unless otherwise noted.  ($ in millions)  2Q’17  2Q’16  Change vs. 2016  Commercial / IndustrialMargin   $43.7 15.0%  $39.0 13.4%   12% 160 bps  DefenseMargin   $21.2 16.8%  $18.6 16.3%   14% 50 bps  PowerMargin  $24.9 16.6%  $16.1 12.5%   54% 410 bps  Total SegmentsOperating Income  $89.8  $73.7   22%  Corp & Other   ($6.5)   ($5.6)  (16%)  Total CW Op IncomeMargin  $83.3 14.7%  $68.1 12.8%  22%190 bps  15.2%  2Q’17 Margin ex. TTC acquisition dilution:19.8%     

 2017E End Market Sales Growth Outlook(1)(Guidance as of July 26, 2017) Updated (in blue)    FY2017E(Prior)  FY2017E (Current)  % of Total Sales  Aero Defense   23 - 25%  No change  17%  Ground Defense   Flat  No change   4%  Naval Defense   (1 - 3%)  No change  18%  Total DefenseIncluding Other Defense   7 - 9%  No change  39%  Commercial Aero   Flat  No change  18%  Power Generation   3 - 5%  No change  19%  General Industrial    (1 - 3%)  2 - 4%  24%  Total Commercial   0 - 2%  1 - 3%  61%  Total Curtiss-Wright   3 - 5%  4 - 6%  100%  Full-year 2017 guidance includes the acquisition of TTC, which adds $65 million in sales, primarily to the aerospace defense market and to a lesser extent to the commercial aerospace market. 

 ($ in millions, except EPS)  FY2017E(Prior)  FY2017E(Current)  Change vs 2016  Commercial / Industrial  $1,100 - 1,120  $1,120 - 1,140   0 - 2%  Defense  $540 - 550  No change   16 - 18%  Power   $525 - 535  No change   0 - 2%  Total Sales   $2,165 - 2,205   $2,185 - 2,225   4 - 6%  Commercial / IndustrialMargin  $158 - 163 14.3% - 14.5%  $161 - 166 14.3% - 14.5%   3 - 6% +30 - 50 bps  DefenseMargin  $103 - 106 19.0% - 19.2%  $106 - 109 19.6% - 19.7%   8 - 10% (140 - 150 bps)  PowerMargin  $77 - 79 14.6% - 14.7%  $77 - 79 14.6% - 14.7%   0 - 3% +0 - 10 bps  Corporate and Other   ($21 - 23)   ($22 - 24)  -  Total Oper. IncomeCW Margin  $316 - 325 14.6% - 14.7%  $321 - 329 14.7% - 14.8%   4 - 7% +10 - 20 bps    2017E Financial Outlook(1) (Guidance as of July 26, 2017) Updated (in blue)   Full-year 2017 guidance includes the acquisition of TTC, which adds $65 million in sales to the Defense segment and is now expected to be slightly accretive to operating income, including purchase accounting costs. 

 ($ in millions, except EPS)  FY2017E(Prior)  FY2017E (Current)  Change vs 2016  Total Operating Income  $316 - 325  $321 - 329   4 - 7%  Pension/401K Expense  $17 - 18   No change    Interest Expense  $40 - 41   $41 - 42    Provision for Income Taxes(2)  ($81 - 83)   ($82 - 84)    Effective Tax Rate(2)  29.1%   No change    Diluted EPS(2)  $4.40 - 4.50  $4.45 - 4.55   6 - 8%  Diluted Shares Outstanding   44.9   No change    2017E Financial Outlook(1) (Guidance as of July 26, 2017) Updated (in blue)  Full-year 2017 guidance includes the acquisition of TTC, which adds $65 million in sales to the Defense segment and is now expected to be slightly accretive to operating income and earnings per share, including purchase accounting costs.Reflects the 1Q’17 adoption of Accounting Standards Update (ASU) 2016-09 “Improvements to Employee Share-Based Payment Accounting”, which resulted in a discrete tax benefit of $4.1 million. The adoption was on a prospective basis and therefore had no impact on prior years’ results. This change resulted in a $0.10 increase to our EPS guidance as disclosed in our press release dated May 3, 2017.  

 2017E Financial Outlook (Guidance as of July 26, 2017) Updated (in blue)  ($ in millions)  FY2017E(Prior)  FY2017E(Current)  Free Cash Flow (1)   $260 - 280   No change  Free Cash Flow Conversion(2)   132 - 139%   130 - 137%  Capital Expenditures   $45 - 55   No change  Depreciation & Amortization   $105 - 115   No change  Free Cash Flow is defined as cash flow from operations less capital expenditures. Free Cash Flow Conversion is calculated as free cash flow divided by net earnings from continuing operations. 

 Positioned to Deliver Solid 2017 Results   Expect solid sales growth in commercial and defense marketsImproving trends in general industrial marketsContinued organic operating margin expansion, up ~50bps (excluding TTC)   Led by operational and margin improvement initiativesMitigating impact of TTC acquisition dilution (purchase accounting)Goal to remain in Top Quartile of our peer group for key financial metricsSolid growth in diluted EPS, up 6 - 8%Free cash flow remains solid, driven by efficient working capital managementCommitted to a balanced capital allocation strategy  Note:Any references to organic growth exclude the effects of foreign currency translation, acquisitions and divestitures, unless otherwise noted. 

 Appendix 

 Non-GAAP Reconciliation  Organic Revenue and Organic Operating Income               The Corporation discloses organic revenue and organic operating income because the Corporation believes it provides investors with insight as to the Company’s ongoing business performance.  Organic revenue and organic operating income are defined as revenue and operating income excluding the impact of foreign currency fluctuations and contributions from acquisitions made during the last twelve months.  Note: Amounts may not add due to rounding 

 2017 End Market Sales Waterfall (Guidance as of July 26, 2017)  Note: Percentages in chart relate to Full-Year 2017 sales  Guidance:Defense Markets up 7-9%Comm’l Markets up 1-3%  Sensors and Controls:Sensors, controls and industrial automation equipment  Industrial Vehicles:“Own the Cab” strategy40% On-highway, 35% Off-Highway,25% Medical  Industrial Valves:65% O&G, 35% Chem/Petro; 75% MRO, 25% projects  Non-Nuclear:Surface Technologies services (peening, coatings); Fossil power gen equipment