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

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2019

or

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

Commission File Number 1-134

CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)

	
			
Delaware	 	13-0612970	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	

			
130 Harbour Place Drive, Suite 300	 	 	
Davidson, North Carolina	 	28036	
(Address of principal executive offices)	 	(Zip Code)	

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

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

Yes   ý                         No   o

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   ý                         No   o

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 ý	Accelerated filer o	
Non-accelerated filer o	Smaller reporting company o	
Emerging growth company o
	 	
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. o	

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

Yes   o    No   ý

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

Common Stock, par value $1.00 per share: 42,772,893 shares (as of April 30, 2019 ).

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

TABLE of CONTENTS

	
				
PART I – FINANCIAL INFORMATION	PAGE	

Item 1.	Financial Statements (Unaudited):	 	
 	 	 	 	
 	 	Condensed Consolidated Statements of Earnings	4	
 	 	 	 	
 	 	Condensed Consolidated Statements of Comprehensive Income	5	
 	 	 	 	
 	 	Condensed Consolidated Balance Sheets	6	
 	 	 	 	
 	 	Condensed Consolidated Statements of Cash Flows	7	
 	 	 	 	
 	 	Condensed Consolidated Statements of Stockholders’ Equity	8	
 	 	 	 	
 	 	Notes to Condensed Consolidated Financial Statements	9	
 	 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20	
 	 	 	 	
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29	
 	 	 	 	
Item 4.	Controls and Procedures	29	

PART II – OTHER INFORMATION	 	

Item 1.	Legal Proceedings	30	
 	 	 	 	
Item 1A.	Risk Factors	30	
 	 	 	 	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30	
 	 	 	
Item 3.	Defaults upon Senior Securities	31	
 	 	 	
Item 4.	Mine Safety Disclosures	31	
 	 	 	
Item 5.	Other Information	31	
 	 	 	 	
Item 6.	Exhibits	32	
 	 	 	 	
Signatures	 	33	

Page 3

    

PART 1- FINANCIAL INFORMATION
Item 1. Financial Statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

									
 	 	Three Months Ended	
 	 	March 31,	
(In thousands, except per share data)	 	2019	 	2018	
Net sales	 	 	 	 	
Product sales	 	$	471,599		 	$	444,687		
Service sales	 	106,715		 	102,835		
Total net sales	 	578,314		 	547,522		
Cost of sales	 	 	 	 	
Cost of product sales	 	311,956		 	299,311		
Cost of service sales	 	69,485		 	67,020		
Total cost of sales	 	381,441		 	366,331		
Gross profit	 	196,873		 	181,191		
Research and development expenses	 	17,241		 	15,941		
Selling expenses	 	31,477		 	31,520		
General and administrative expenses	 	76,110		 	69,232		
Operating income	 	72,045		 	64,498		
Interest expense	 	7,272		 	8,204		
Other income, net	 	5,478		 	4,683		
Earnings before income taxes	 	70,251		 	60,977		
Provision for income taxes	 	(14,658	)	 	(17,334	)	
Net earnings	 	$	55,593		 	$	43,643		
 	 	 	 	 	
Net earnings per share:	 	 	 	 	
Basic earnings per share	 	$	1.30		 	$	0.99		
Diluted earnings per share	 	$	1.29		 	$	0.98		
 	 	 	 	 	
Dividends per share	 	$	0.15		 	$	0.15		
Weighted average shares outstanding:	 	 	 	 	
Basic	 	42,799		 	44,188		
Diluted	 	43,058		 	44,678		
 	 	 	 	 	
See notes to condensed consolidated financial statements	

Page 4

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

	
									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2019	 	2018	
Net earnings	 	$	55,593		 	$	43,643		
Other comprehensive income	 	 	 	 	
Foreign currency translation adjustments, net of tax (1)	 	$	8,242		 	$	15,411		
Pension and postretirement adjustments, net of tax (2)	 	1,683		 	2,622		
Other comprehensive income, net of tax	 	9,925		 	18,033		
Comprehensive income	 	$	65,518		 	$	61,676		

(1) The tax benefit/(expense) included in other comprehensive income for foreign currency translation adjustments for the three months ended March 31, 2019 and 2018 was ($0.1) million and $0.7 million , respectively.

(2) The tax expense included in other comprehensive income for pension and postretirement adjustments for the three months ended March 31, 2019 and 2018 was $0.6 million and $0.9 million , respectively.

See notes to condensed consolidated financial statements

Page 5

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)

	
								
 	March 31,
2019	 	December 31,
2018	
Assets	 	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	154,428		 	$	276,066		
Receivables, net	591,562		 	593,755		
Inventories, net	447,022		 	423,426		
Other current assets	45,727		 	50,719		
Total current assets	1,238,739		 	1,343,966		
Property, plant, and equipment, net	375,296		 	374,660		
Goodwill	1,111,342		 	1,088,032		
Other intangible assets, net	444,741		 	429,567		
Operating lease right-of-use assets, net	138,525		 	—		
Other assets	20,159		 	19,160		
Total assets	$	3,328,802		 	$	3,255,385		
Liabilities	 		 	 		
Current liabilities:	 	 	 	
Current portion of long-term and short-term debt	$	161		 	$	243		
Accounts payable	176,439		 	232,983		
Accrued expenses	114,062		 	166,954		
Income taxes payable	13,708		 	5,811		
Deferred revenue	225,925		 	236,508		
Other current liabilities	72,973		 	44,829		
Total current liabilities	603,268		 	687,328		
Long-term debt	761,894		 	762,313		
Deferred tax liabilities, net	49,305		 	47,121		
Accrued pension and other postretirement benefit costs	99,389		 	101,227		
Long-term operating lease liability	124,014		 	—		
Long-term portion of environmental reserves	15,847		 	15,777		
Other liabilities	89,505		 	110,838		
Total liabilities	1,743,222		 	1,724,604		
Contingencies and commitments (Note 14)			 			
Stockholders' Equity	 		 	 		
Common stock, $1 par value,100,000,000 shares authorized as of March 31, 2019 and December 31, 2018; 49,187,378 shares issued as of March 31, 2019 and December 31, 2018; outstanding shares were 42,801,008 as of March 31, 2019 and 42,772,417 as of December 31, 2018	49,187		 	49,187		
Additional paid in capital	114,696		 	118,234		
Retained earnings	2,266,902		 	2,191,471		
Accumulated other comprehensive loss	(304,779	)	 	(288,447	)	
Common treasury stock, at cost (6,386,370 shares as of March 31, 2019 and 6,414,961 shares as of December 31, 2018)	(540,426	)	 	(539,664	)	
Total stockholders' equity	1,585,580		 	1,530,781		
Total liabilities and stockholders' equity	$	3,328,802		 	$	3,255,385		
 	 	 	 	
See notes to condensed consolidated financial statements	

Page 6

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

								
 	Three Months Ended	
 	March 31,	
(In thousands)	2019	 	2018	
Cash flows from operating activities:	 	 	 	
Net earnings	$	55,593		 	$	43,643		
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:	 	 	 	
Depreciation and amortization	25,793		 	24,601		
Gain on divestiture	—		 	(2,108	)	
Gain on fixed asset disposals	(504	)	 	(697	)	
Deferred income taxes	1,626		 	7,806		
Share-based compensation	3,495		 	4,591		
Change in operating assets and liabilities, net of businesses acquired:	 	 	 	
Receivables, net	7,360		 	(2,451	)	
Inventories, net	(22,024	)	 	(28,652	)	
Progress payments	(1,594	)	 	(3,121	)	
Accounts payable and accrued expenses	(108,873	)	 	(79,564	)	
Deferred revenue	(11,764	)	 	6,410		
Income taxes payable	11,948		 	1,407		
Net pension and postretirement liabilities	255		 	(48,704	)	
Other current and long-term assets and liabilities	(13,169	)	 	5,577		
Net cash used for operating activities	(51,858	)	 	(71,262	)	
Cash flows from investing activities:	 	 	 	
Proceeds from sales and disposals of long lived assets	1,268		 	819		
Acquisition of intangible assets	(137	)	 	(1,500	)	
Additions to property, plant, and equipment	(17,034	)	 	(8,971	)	
Acquisition of business, net of cash acquired	(49,037	)	 	—		
Net cash used for investing activities	(64,940	)	 	(9,652	)	
Cash flows from financing activities:	 		 	 		
Borrowings under revolving credit facilities	3,837		 	3,716		
Payment of revolving credit facilities	(3,919	)	 	(2,884	)	
Repurchases of common stock	(12,471	)	 	(12,328	)	
Proceeds from share-based compensation	4,677		 	6,151		
Other	(197	)	 	(181	)	
Net cash used for financing activities	(8,073	)	 	(5,526	)	
Effect of exchange-rate changes on cash	3,233		 	7,838		
Net decrease in cash and cash equivalents	(121,638	)	 	(78,602	)	
Cash and cash equivalents at beginning of period	276,066		 	475,120		
Cash and cash equivalents at end of period	$	154,428		 	$	396,518		
Supplemental disclosure of non-cash activities:	 		 	 		
Capital expenditures incurred but not yet paid	$	264		 	$	182		
 	 	 	 	
See notes to condensed consolidated financial statements	

Page 7

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

	
																				
 	Common Stock	 	Additional Paid in Capital	 	Retained Earnings	 	Accumulated Other Comprehensive Income (Loss)	 	Treasury Stock	
December 31, 2017	$	49,187		 	$	120,609		 	$	1,944,324		 	$	(216,840	)	 	$	(369,480	)	
Cumulative effect from adoption of ASC 606	—		 	—		 	(2,274	)	 	—		 	—		
Net earnings	—		 	—		 	275,749		 	—		 	—		
Other comprehensive income, net of tax	—		 	—		 	—		 	(71,607	)	 	—		
Dividends paid	—		 	—		 	(26,328	)	 	—		 	—		
Restricted stock	—		 	(13,134	)	 	—		 	—		 	13,134		
Stock options exercised	—		 	(2,355	)	 	—		 	—		 	14,294		
Share-based compensation	—		 	13,866		 	—		 	—		 	228		
Repurchase of common stock	—		 	—		 	—		 	—		 	(198,592	)	
Other	—		 	(752	)	 	—		 	—		 	752		
December 31, 2018	$	49,187		 	$	118,234		 	$	2,191,471		 	$	(288,447	)	 	$	(539,664	)	
Cumulative effect from adoption of ASU 2018-02	—		 	—		 	26,257		 	(26,257	)	 	—		
Net earnings	—		 	—		 	55,593		 	—		 	—		
Other comprehensive income, net of tax	—		 	—		 	—		 	9,925		 	—		
Dividends declared	—		 	—		 	(6,419	)	 	—		 	—		
Restricted stock	—		 	(5,491	)	 	—		 	—		 	5,491		
Stock options exercised	—		 	(519	)	 	—		 	—		 	5,195		
Share-based compensation	—		 	3,133		 	—		 	—		 	362		
Repurchase of common stock	—		 	—		 	—		 	—		 	(12,471	)	
Other	—		 	(661	)	 	—		 	—		 	661		
March 31, 2019	$	49,187		 	$	114,696		 	$	2,266,902		 	$	(304,779	)	 	$	(540,426	)	
 	 	 	 	 	 	 	 	 	 	
See notes to condensed consolidated financial statements	

Page 8

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

1 .           BASIS OF PRESENTATION

Curtiss-Wright Corporation and its subsidiaries (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, power generation, and general industrial markets.

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

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

Management is required to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. Actual results may differ from these estimates. The most significant of these estimates includes the estimate of costs to complete 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, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. In the three month periods ended March 31, 2019 and 2018 , there were no significant changes in estimated contract costs. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2018 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

Recent accounting pronouncements 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 Condensed 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 Condensed Consolidated Balance Sheet as of January 1, 2019.

2 .           REVENUE

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

Performance Obligations

The Corporation identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Corporation considers all goods and/or services promised in the contract, regardless of

Page 9

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

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

The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis. Revenue recognized on an over-time basis accounted for approximately 48% and 45% of total net sales for the three months ended March 31, 2019 and 2018 , respectively. 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. Revenue recognized at a point-in-time accounted for approximately 52% and 55% of total net sales for the three months ended March 31, 2019 and 2018 , respectively. Revenue for these types of arrangements is recognized at the point in time in which control is transferred to the customer, typically based upon the terms of delivery.

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 $2.3 billion as of March 31, 2019 , of which the Corporation expects to recognize approximately 93% as net sales over the next 12 -36 months . The remainder will be recognized thereafter.

Disaggregation of Revenue

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

								
 	Three Months Ended March 31,	
Total Net Sales by End Market and Customer Type (In thousands)	2019	 	2018	
Defense	 	 	 	
Aerospace	$	78,787		 	$	79,153		
Ground	20,758		 	22,519		
Naval	131,088		 	103,489		
Total Defense Customers	$	230,633		 	$	205,161		
 	 	 	 	
Commercial	 	 	 	
Aerospace	$	103,221		 	$	99,404		
Power Generation	96,480		 	98,319		
General Industrial	147,980		 	144,638		
Total Commercial Customers	$	347,681		 	$	342,361		
 	 	 	 	
Total	$	578,314		 	$	547,522		

Note: Certain amounts in the prior year have been reclassed to conform to the current year presentation.	

Contract Balances

Timing of revenue recognition and cash collection may result in billed receivables, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the Condensed Consolidated Balance Sheet. The Corporation’s contract assets primarily relate to its rights to consideration for work completed but not billed as of the reporting date. Contract assets are transferred to billed receivables when the rights to consideration become unconditional. This is typical in situations where amounts are billed as work progresses in accordance with agreed-upon contractual terms or upon achievement of contractual milestones. The Corporation’s contract liabilities primarily consist of customer advances received prior to revenue being earned. Revenue recognized during the three months ended March 31, 2019 included in the contract liabilities balance at the beginning of the year was approximately $79 million . Changes in contract assets and contract liabilities as of March 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 Condensed Consolidated Balance Sheet.

3 .           ACQUISITIONS

Page 10

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

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. In the months after closing, as the Corporation obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and as the Corporation learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. 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 three months ended March 31, 2019 , the Corporation acquired one business for an aggregate purchase price of $49 million , which is described in more detail below. No acquisitions were made during the three months ended March 31, 2018 .

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the three months ended March 31, 2019 .

	
					
(In thousands)	 	2019	
Accounts receivable	 	$	2,300		
Inventory	 	322		
Property, plant, and equipment	 	648		
Other current and non-current assets	 	180		
Intangible assets	 	26,000		
Operating lease right-of-use assets, net
	 	1,410		
Current and non-current liabilities	 	(2,970	)	
Net tangible and intangible assets	 	27,890		
Purchase price, net of cash acquired	 	49,037		
Goodwill	 	$	21,147		
 	 	 	
Goodwill deductible for tax purposes	 	$	21,147		

2019 Acquisitions

Tactical Communications Group (TCG)

On March 15, 2019 , the Corporation acquired 100% of the membership interest of TCG for $49 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.

4 .           RECEIVABLES

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

The composition of receivables is as follows:

Page 11

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

	
								
(In thousands)	March 31, 2019	 	December 31, 2018	
Billed receivables:	 	 	 	
Trade and other receivables	$	378,350		 	$	390,306		
Less: Allowance for doubtful accounts	(8,395	)	 	(7,436	)	
Net billed receivables	369,955		 	382,870		
Unbilled receivables (Contract Assets):	 	 	 	
Recoverable costs and estimated earnings not billed	234,286		 	225,810		
Less: Progress payments applied	(12,679	)	 	(14,925	)	
Net unbilled receivables	221,607		 	210,885		
Receivables, net	$	591,562		 	$	593,755		

5 .           INVENTORIES

Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. Long-term contract inventory includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization. Inventories are valued at the lower of cost or market. The composition of inventories is as follows:

								
(In thousands)	March 31, 2019	 	December 31, 2018	
Raw materials	$	201,889		 	$	214,442		
Work-in-process	90,406		 	74,536		
Finished goods and component parts	145,923		 	143,016		
Inventoried costs related to U.S. Government and other long-term contracts	74,343		 	54,195		
Gross inventories	512,561		 	486,189		
Less:  Inventory reserves	(58,046	)	 	(55,776	)	
Progress payments applied	(7,493	)	 	(6,987	)	
Inventories, net	$	447,022		 	$	423,426		

Inventoried costs related to long-term contracts include capitalized contract development costs related to certain aerospace and defense programs of $45.0 million and $44.4 million as of March 31, 2019 and December 31, 2018 , respectively. These capitalized costs will be liquidated as control of production units is transferred to the customer. As of March 31, 2019 and December 31, 2018 , $34.3 million and $18.7 million , respectively, are scheduled to be liquidated under existing firm orders.

6 .           GOODWILL

The changes in the carrying amount of goodwill for the three months ended March 31, 2019 are as follows:

																
(In thousands)	Commercial/ Industrial	 	Defense	 	Power	 	Consolidated	
December 31, 2018	$	442,015		 	$	448,871		 	$	197,146		 	$	1,088,032		
Acquisitions	—		 	21,147		 	—		 	21,147		
Adjustments	—		 	(208	)	 	—		 	(208	)	
Foreign currency translation adjustment	742		 	1,567		 	62		 	2,371		
March 31, 2019	$	442,757		 	$	471,377		 	$	197,208		 	$	1,111,342		

7 .           OTHER INTANGIBLE ASSETS, NET

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

The following tables present the cumulative composition of the Corporation’s intangible assets:

																									
 	 	March 31, 2019	 	December 31, 2018	
(In thousands)	 	Gross	 	Accumulated Amortization	 	Net	 	Gross	 	Accumulated Amortization	 	Net	
Technology	 	$	245,236		 	$	(127,077	)	 	$	118,159		 	$	238,212		 	$	(123,156	)	 	$	115,056		
Customer related intangibles	 	378,446		 	(199,130	)	 	179,316		 	358,832		 	(193,455	)	 	165,377		
Programs (1)	 	144,000		 	(7,200	)	 	136,800		 	144,000		 	(5,400	)	 	138,600		
Other intangible assets	 	41,217		 	(30,751	)	 	10,466		 	40,340		 	(29,806	)	 	10,534		
Total	 	$	808,899		 	$	(364,158	)	 	$	444,741		 	$	781,384		 	$	(351,817	)	 	$	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 three months ended March 31, 2019 , the Corporation acquired intangible assets of $26.0 million . The Corporation acquired Customer-related intangibles of $18.4 million , Technology of $6.8 million , and Other intangible assets of $0.8 million , which have a weighted average amortization period of 15.0 years, 14.0 years, and 8.0 years, respectively.

Total intangible amortization expense for the three months ended March 31, 2019 was $11.2 million as compared to $9.6 million in the comparable prior year period. The estimated amortization expense for the five years ending December 31, 2019 through 2023 is $72.8 million , $71.0 million , $69.1 million , $66.6 million , and $62.9 million , respectively.

8 .           LEASES

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.

The components of lease expense were as follows:

				
 	Three Months Ended	
(In thousands)	March 31, 2019	
Operating lease cost	$	8,212		
 	 	
Finance lease cost:	 	
Amortization of right-of-use assets	$	197		
Interest on lease liabilities	128		
Total finance lease cost	$	325		

Supplemental cash flow information related to leases was as follows:

				
 	Three Months Ended	
(In thousands)	March 31, 2019	
Cash used for operating activities:	 	
Operating cash flows from operating leases	$	(7,764	)	
Operating cash flows from finance leases	(127	)	

Supplemental balance sheet information related to leases was as follows:

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

	
				
(In thousands, except lease term and discount rate)	As of March 31, 2019	
Operating Leases	 	
Operating lease right-of-use assets, net	$	138,525		
 	 	
Other current liabilities	$	21,835		
Long-term operating lease liability	124,014		
Total operating lease liabilities	$	145,849		
 	 	
Finance Leases	 	
Property, plant, and equipment	$	15,561		
Accumulated depreciation	(4,755	)	
Property, plant, and equipment, net	$	10,806		
 	 	
Other current liabilities	$	761		
Other liabilities	11,646		
Total finance lease liabilities	$	12,407		
 	 	
Weighted average remaining lease term	 	
Operating leases	8.3 years		
Finance leases	10.4 years		
Weighted average discount rate	 	
Operating leases	3.85	%	
Finance leases	4.05	%	

Maturities of lease liabilities were as follows:

							
 	As of March 31, 2019	
(In thousands)	Operating Leases	Finance Leases	
2019	$	21,905		$	984		
2020	27,375		1,342		
2021	24,422		1,375		
2022	18,215		1,410		
2023	16,188		1,445		
Thereafter	63,870		8,783		
Total lease payments	$	171,975		$	15,339		
Less: imputed interest	(26,126	)	(2,932	)	
Total	$	145,849		$	12,407		

In November 2018, the Corporation entered into a build-to-suit lease of approximately $27 million for the construction of a new facility for DRG in Charleston, South Carolina. The lease has not been reflected in the Corporation’s condensed consolidated financial statements as of March 31, 2019 as the Corporation has not yet obtained the right to control the use of the facility.

9 .           FAIR VALUE OF FINANCIAL INSTRUMENTS

Forward Foreign Exchange and Currency Option Contracts

The Corporation has foreign currency exposure primarily in the United Kingdom, Europe, and Canada.  The Corporation uses financial instruments, such as forward contracts, to hedge a portion of existing and anticipated foreign currency denominated transactions.  The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations.  Guidance on accounting for derivative instruments and hedging activities requires companies to recognize all of the derivative financial instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets based upon quoted market prices for comparable instruments.

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

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.

Effects on Condensed Consolidated Balance Sheets

As of March 31, 2019 and December 31, 2018 , the fair values of the asset and liability derivative instruments are immaterial.

Effects on Condensed Consolidated Statements of Earnings

Undesignated hedges

The location and amount of gains recognized in income on forward exchange derivative contracts not designated for hedge accounting for the three months ended March 31, were as follows:

									
 	 	Three Months Ended	
(In thousands)	 	March 31,	
Derivatives not designated as hedging instrument	 	2019	 	2018	
Forward exchange contracts:	 	 	 	 	
General and administrative expenses	 	$	3,589		 	$	353		

Debt

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issuances as of March 31, 2019 .  Accordingly, all of the Corporation’s debt is valued at a Level 2.  The fair values described below may not be indicative of net realizable value or reflective of future fair values.  Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

	
																
 	March 31, 2019	 	December 31, 2018	
(In thousands)	Carrying Value	 	Estimated Fair Value	 	Carrying Value	 	Estimated Fair Value	
3.84% Senior notes due 2021	100,000		 	100,685		 	100,000		 	100,359		
3.70% Senior notes due 2023	202,500		 	203,134		 	202,500		 	201,813		
3.85% Senior notes due 2025	90,000		 	90,665		 	90,000		 	89,711		
4.24% Senior notes due 2026	200,000		 	204,746		 	200,000		 	202,288		
4.05% Senior notes due 2028	67,500		 	67,904		 	67,500		 	66,942		
4.11% Senior notes due 2028	90,000		 	90,840		 	90,000		 	89,647		
Other debt	161		 	161		 	243		 	243		
Total debt	750,161		 	758,135		 	750,243		 	751,003		
Debt issuance costs, net	(684	)	 	(684	)	 	(714	)	 	(714	)	
Unamortized interest rate swap proceeds	12,578		 	12,578		 	13,027		 	13,027		
Total debt, net	$	762,055		 	$	770,029		 	$	762,556		 	$	763,316		

10 .           PENSION PLANS

The following table is a consolidated disclosure of all domestic and foreign defined benefit pension plans as described in the Corporation’s 2018 Annual Report on Form 10-K filed with the SEC.  

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

Pension Plans

The components of net periodic pension cost for the three months ended March 31, 2019 and 2018 are as follows:

	
									
 	 	Three Months Ended	
 	 	March 31,	
(In thousands)	 	2019	 	2018	
Service cost	 	$	5,826		 	$	6,506		
Interest cost	 	7,372		 	6,534		
Expected return on plan assets	 	(14,884	)	 	(14,716	)	
Amortization of prior service cost	 	(71	)	 	(63	)	
Amortization of unrecognized actuarial loss	 	2,592		 	3,906		
Net periodic benefit cost	 	$	835		 	$	2,167		

The Corporation does not expect to make any contributions to the Curtiss-Wright Pension Plan in 2019 . Contributions to the foreign benefit plans are not expected to be material in 2019 . During the three months ended March 31, 2018 , the Corporation made a $50 million voluntary contribution to the Curtiss-Wright Pension Plan.

Defined Contribution Retirement Plan

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. The employer contributions include both employer match and non-elective contribution components. Effective January 1, 2019, the Corporation increased the employer match opportunity, raising the maximum employer contribution from 6% to 7% of eligible compensation. During the three months ended March 31, 2019 and 2018 , the expense relating to the plan was $5.4 million and $4.2 million , respectively.  The Corporation made $10.9 million in contributions to the plan for the first quarter of 2019 , and expects to make total contributions of $15.1 million in 2019 .  

11 .           EARNINGS PER SHARE

Diluted earnings per share were computed based on the weighted-average number of shares outstanding plus all potentially dilutive common shares.  A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:

							
 	 	Three Months Ended	
 	 	March 31,	
(In thousands)	 	2019	 	2018	
Basic weighted-average shares outstanding	 	42,799		 	44,188		
Dilutive effect of stock options and deferred stock compensation	 	259		 	490		
Diluted weighted-average shares outstanding	 	43,058		 	44,678		

For the three months ended March 31, 2019 and March 31, 2018 , there were no anti-dilutive equity-based awards.

12 .           SEGMENT INFORMATION

The Corporation manages and evaluates its operations based on end markets to strengthen its ability to service customers and recognize certain organizational efficiencies. Based on this approach, the Corporation has three reportable segments: Commercial/Industrial, Defense, and Power.

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.

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

Net sales and operating income by reportable segment were as follows:

									
 	 	Three Months Ended	
 	 	March 31,	
(In thousands)	 	2019	 	2018	
Net sales	 	 	 	 	
Commercial/Industrial	 	$	293,750		 	$	296,753		
Defense	 	121,497		 	120,883		
Power	 	164,147		 	132,158		
Less: Intersegment revenues	 	(1,080	)	 	(2,272	)	
Total consolidated	 	$	578,314		 	$	547,522		
 	 	 	 	 	
Operating income (expense)	 	 	 	 	
Commercial/Industrial	 	$	39,446		 	$	39,225		
Defense	 	17,653		 	19,728		
Power	 	24,219		 	15,342		
Corporate and eliminations (1)	 	(9,273	)	 	(9,797	)	
Total consolidated	 	$	72,045		 	$	64,498		

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

Adjustments to reconcile operating income to earnings before income taxes:

	
									
 	 	Three Months Ended	
 	 	March 31,	
(In thousands)	 	2019	 	2018	
Total operating income	 	$	72,045		 	$	64,498		
Interest expense	 	7,272		 	8,204		
Other income, net	 	5,478		 	4,683		
Earnings before income taxes	 	$	70,251		 	$	60,977		

	
								
(In thousands)	March 31, 2019	 	December 31, 2018	
Identifiable assets	 	 	 	
Commercial/Industrial	$	1,455,070		 	$	1,398,601		
Defense	1,036,152		 	961,298		
Power	762,935		 	720,073		
Corporate and Other	74,645		 	175,413		
Total consolidated	$	3,328,802		 	$	3,255,385		

13 .           ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The cumulative balance of each component of accumulated other comprehensive income (loss), net of tax, is as follows:

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

	
												
(In thousands)	Foreign currency translation adjustments, net	 	Total pension and postretirement adjustments, net	 	Accumulated other comprehensive income (loss)	
December 31, 2017	$	(94,708	)	 	$	(122,132	)	 	$	(216,840	)	
Other comprehensive loss before reclassifications (1)	(52,440	)	 	(31,380	)	 	(83,820	)	
Amounts reclassified from accumulated other comprehensive loss (1)	—		 	12,213		 	12,213		
Net current period other comprehensive loss	(52,440	)	 	(19,167	)	 	(71,607	)	
December 31, 2018	$	(147,148	)	 	$	(141,299	)	 	$	(288,447	)	
Other comprehensive income (loss) before reclassifications (1)	8,242		 	(61	)	 	8,181		
Amounts reclassified from accumulated other comprehensive income (loss) (1)	—		 	1,744		 	1,744		
Net current period other comprehensive income	8,242		 	1,683		 	9,925		
Cumulative effect from adoption of ASU 2018-02  (2)	(1,318	)	 	(24,939	)	 	(26,257	)	
March 31, 2019	$	(140,224	)	 	$	(164,555	)	 	$	(304,779	)	

(1) All amounts are after tax.

(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)	Amount reclassified from Accumulated other comprehensive income (loss)	 	Affected line item in the statement where net earnings is presented	
Defined benefit pension and other postretirement benefit plans	 	 	 	
Amortization of prior service costs	235		 	(1)  	
Amortization of actuarial losses	(2,546	)	 	(1)  	
 	(2,311	)	 	Total before tax	
 	567		 	Income tax	
Total reclassifications	$	(1,744	)	 	Net of tax	

(1) These items are included in the computation of net periodic pension cost. See Note 10 , Pension Plans.

14 .           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 case.  The Corporation believes its minimal use of asbestos in its past operations as well as its acquired businesses’ operations and the relatively non-friable condition of asbestos in its historical products makes it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate.  The Corporation maintains insurance coverage and indemnification agreements for these potential liabilities and believes adequate coverage exists to cover any unanticipated asbestos liability.

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. The total quantum of alleged damages arising from the incident has not been finalized, but is estimated to meet or exceed $1 billion .  The Corporation maintains various forms of commercial, property and casualty, product liability, and other forms of insurance; however, such insurance may not be adequate to cover the costs associated with a judgment against us. In October 2017, all parties agreed in

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

principle to participate in a formal mediation in late 2018 with the intention of settling this claim. In an effort to induce the parties to participate in the formal mediation, CNRL agreed to reduce its claim to approximately $400 million , which reflects the monetary amount of property damage incurred as a result of the fire and explosion. The Corporation is currently unable to estimate an amount, or range of potential losses, if any, from this matter. The Corporation believes that it has adequate legal defenses and intends to defend this matter vigorously. The Corporation's financial condition, results of operations, and cash flows could be materially affected during a future fiscal quarter or fiscal year by unfavorable developments or outcome regarding 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 Financial Arrangements

The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers. As of March 31, 2019 and December 31, 2018 , there were $24.0 million and $21.7 million of stand-by letters of credit outstanding, respectively, and $11.1 million and $11.7 million of bank guarantees outstanding, respectively. In addition, the Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility.  The Corporation has provided this financial assurance in the form of a $45.6 million surety bond.

AP1000 Program

Within the Corporation’s Power segment, our Electro-Mechanical Division is the reactor coolant pump (RCP) supplier for the WEC AP1000 nuclear power plants under construction in China and the United States.  The terms of the AP1000 China and United States contracts include liquidated damage penalty provisions for failure to meet contractual delivery dates if the Corporation caused the delay and the delay was not excusable.  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 of approximately $25 million .  The Corporation would be liable for liquidated damages under the contract if certain contractual delivery dates were not met and if the Corporation was deemed responsible for the delay. As of March 31, 2019 , the Corporation has not met certain contractual delivery dates under its AP 1000 contracts; however there are significant 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 March 31, 2019 . As of March 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 million to $55.5 million .

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

FORWARD-LOOKING STATEMENTS

Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Examples of forward-looking statements include, but are not limited to: (a) projections of or statements regarding return on investment, future earnings, interest income, sales, volume, other income, earnings or loss per share, growth prospects, capital structure, liquidity requirements, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance, (d) the effects 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. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” of our 2018 Annual Report on Form 10-K, and elsewhere in that report, those described in this Quarterly Report on Form 10-Q, and those described from time to time in our future reports filed with the Securities and Exchange Commission.  Such forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in Item 1. Financial Statements and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

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

COMPANY ORGANIZATION

Curtiss-Wright Corporation and its subsidiaries is a global, diversified, industrial provider of highly engineered and technologically advanced products and services to a broad range of industries which are reported 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. We provide products and services to a number of global markets, including the commercial aerospace, defense, power generation, and general industrial markets. Our overall strategy is to be a balanced and diversified company, less vulnerable to cycles or downturns in any one market, and to establish strong positions in profitable niche markets. Approximately 42% of our 2019 revenues are expected to be generated from defense-related markets.

RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of the Corporation for the three months ended March 31, 2019 . The financial information as of March 31, 2019 should be read in conjunction with the financial statements for the year ended December 31, 2018 contained in our Form 10-K.

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

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

Analytical Definitions

Throughout management’s discussion and analysis of financial condition and results of operations, the terms “incremental” and “organic” are used to explain changes from period to period. The term “incremental” is used to highlight the impact acquisitions and divestitures had on the current year results. The results of operations for acquisitions are incremental for the first twelve months from the date of acquisition. Additionally, the results of operations of divested businesses are removed from the comparable prior year period for purposes of calculating “organic” or “incremental” results. The definition of “organic” excludes the effect of foreign currency translation.

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

	
												
Condensed Consolidated Statements of Earnings	 	Three Months Ended	
 	 	March 31,	
(In thousands)	 	2019	 	2018	 	% change	
Sales	 	 	 	 	 	 	
Commercial/Industrial	 	$	293,507		 	$	296,641		 	(1	%)	
Defense	 	121,022		 	118,901		 	2	%	
Power	 	163,785		 	131,980		 	24	%	
Total sales	 	$	578,314		 	$	547,522		 	6	%	
 	 	 	 	 	 	 	
Operating income	 	 	 	 	 	 	
Commercial/Industrial	 	$	39,446		 	$	39,225		 	1	%	
Defense	 	17,653		 	19,728		 	(11	%)	
Power	 	24,219		 	15,342		 	58	%	
Corporate and eliminations	 	(9,273	)	 	(9,797	)	 	5	%	
Total operating income	 	$	72,045		 	$	64,498		 	12	%	
 	 	 	 	 	 	 	
Interest expense	 	7,272		 	8,204		 	(11	%)	
Other income, net	 	5,478		 	4,683		 	17	%	
Earnings before income taxes	 	70,251		 	60,977		 	15	%	
 	 	 	 	 	 	 	
Provision for income taxes	 	(14,658	)	 	(17,334	)	 	(15	%)	
Net earnings	 	$	55,593		 	$	43,643		 	27	%	
 	 	 	 	 	 	 	
New orders	 	$	746,739		 	$	604,903		 	23	%	

	
							
Components of sales and operating income increase (decrease):	 	Three Months Ended	
 	 	March 31,	
 	 	2019 vs. 2018	
 	 	Sales	 	Operating Income	
Organic	 	2	%	 	5	%	
Acquisitions	 	5	%	 	5	%	
Foreign currency	 	(1	%)	 	2	%	
Total	 	6	%	 	12	%	

Three months ended March 31, 2019 compared with three months ended March 31, 2018

Sales for the first three months of 2019 increased $31 million to $578 million , compared with the same period in 2018 .  On a segment basis, sales from the Defense and Power segments increased $2 million , and $32 million respectively, with sales from the Commercial/Industrial segment decreasing $3 million . Changes in sales by segment are discussed in further detail in the results by business segment section.

Operating income during the first quarter of 2019 increased $8 million , or 12% , to $72 million , and operating margin increased 70 basis points, to 12.5% , from the comparable prior year period. Increases in operating income and operating margin were primarily due to the incremental impact of our Dresser-Rand Government Business (DRG) acquisition and favorable overhead absorption on higher naval defense sales in the Power segment. These increases were partially offset by an unfavorable shift in mix within our defense electronic products in the Defense segment. The benefits of our ongoing margin improvement initiatives were recognized across all segments.

Page 22

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

Non-segment operating expense of $9 million was essentially flat compared to the prior period.

Interest expense decreased $1 million , or 11% , to $7 million from the comparable prior year period, primarily due to a discretionary $50 million prepayment on our 2013 Notes in October 2018.

The effective tax rates for the three months ended March 31, 2019 and 2018 were 20.9% and 28.4% , respectively. The decrease in the effective tax rate during the current period was primarily due to additional tax expense associated with the Tax Act for foreign withholding taxes recognized in the prior year period. This decrease was partially offset by a lower discrete tax benefit related to share-based compensation during the current period.

Comprehensive income in the first quarter of 2019 was $66 million , compared to comprehensive income of $62 million in the comparable prior year period. The change was primarily due to the following:

•	Net earnings increased $12 million, primarily due to higher operating income and a decrease in the effective tax rate during the current period.	
		
•	Foreign currency translation adjustments during the current period resulted in a $8 million comprehensive gain, compared to a $15 million comprehensive gain in the prior year period. The comprehensive gain during the current period was primarily attributed to increases in the British Pound and Canadian dollar.	
		
•	Pension and postretirement adjustments within comprehensive income of $2 million were essentially flat against the comparable prior year period.	
.
New orders in the first quarter of 2019 increased $142 million from the prior year period to $747 million , primarily due to higher naval defense orders in both the Commercial/Industrial and Power segments.

RESULTS BY BUSINESS SEGMENT

Commercial/Industrial

The following tables summarize sales, operating income and margin, and new orders within the Commercial/Industrial segment.

	
												
 	 	Three Months Ended	
 	 	March 31,	
(In thousands)	 	2019	 	2018	 	% change	
Sales	 	$	293,507		 	$	296,641		 	(1	%)	
Operating income	 	39,446		 	39,225		 	1	%	
Operating margin	 	13.4	%	 	13.2	%	 	20	 bps	
New orders	 	$	365,257		 	$	329,278		 	11	%	

	
							
Components of sales and operating income increase (decrease):	 	Three Months Ended	
 	 	March 31,	
 	 	2019 vs. 2018	
 	 	Sales	 	Operating Income	
Organic	 	1	%	 	—	%	
Acquisitions	 	—	%	 	—	%	
Foreign currency	 	(2	%)	 	1	%	
Total	 	(1	%)	 	1	%	

Sales in the Commercial/Industrial segment are primarily generated from the commercial aerospace and general industrial markets, and to a lesser extent the defense and power generation markets.

Page 23

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

Sales during the first quarter of 2019 decreased $3 million , or 1% , to $294 million over the comparable prior year period. In the naval defense market, sales decreased $6 million primarily due to the timing of valve production on the CVN-80 aircraft carrier program. This decrease was partially offset by a sales increase of $4 million in the general industrial market, primarily due to higher demand for our industrial valve products. Unfavorable foreign currency translation reduced sales $5 million.

Operating income of $ 39 million during the first quarter of 2019 was essentially flat compared to the prior year period, and operating margin increased 20 basis points from the comparable prior year period to 13.4% . Higher sales and favorable overhead absorption for industrial valve products, improved profitability for surface treatment services, and the benefits of our ongoing margin improvement initiatives were essentially offset by lower sales and unfavorable mix for sensors and controls products as well as the impact from tariffs.

New orders increased $36 million in the first quarter of 2019 from the comparable prior year period, primarily due to higher naval defense orders.

Defense

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

													
 	 	Three Months Ended	 	
 	 	March 31,	 	
(In thousands)	 	2019	 	2018	 	% change	 	
Sales	 	$	121,022		 	$	118,901		 	2	%	 	
Operating income	 	17,653		 	19,728		 	(11	%)	 	
Operating margin	 	14.6	%	 	16.6	%	 	(200	 bps)	 	
New orders	 	$	130,825		 	$	133,889		 	(2	%)	 	

	
							
Components of sales and operating income increase (decrease):	 	Three Months Ended	
 	 	March 31,	
 	 	2019 vs. 2018	
 	 	Sales	 	Operating Income	
Organic	 	3	%	 	(12	%)	
Acquisitions	 	—	%	 	(3	%)	
Foreign currency	 	(1	%)	 	4	%	
Total	 	2	%	 	(11	%)	

Sales in the Defense segment are primarily generated from the defense market, and to a lesser extent, the commercial aerospace and general industrial markets.

Sales during the first quarter of 2019 increased $2 million , or 2% , to $121 million , from the comparable prior year period, primarily due to higher sales in the commercial aerospace and naval defense markets. In the commercial aerospace market, we experienced higher demand for avionics and electronics equipment on various domestic and international platforms. Sales in the naval defense market increased primarily due to higher sales of embedded computing equipment on the Virginia-class submarine program.

Operating income during the first quarter of 2019 decreased $2 million , or 11% , to $18 million , and operating margin decreased 200 basis points from the comparable prior year period to 14.6% . The decreases in operating income and operating margin were primarily due to an unfavorable shift in mix within our defense electronic products.

Page 24

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

New orders decreased $3 million in the first quarter of 2019 from the comparable prior year period, primarily due to lower commercial aerospace orders.

Power

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

													
 	 	Three Months Ended	 	
 	 	March 31,	 	
(In thousands)	 	2019	 	2018	 	% change	 	
Sales	 	$	163,785		 	$	131,980		 	24	%	 	
Operating income	 	24,219		 	15,342		 	58	%	 	
Operating margin	 	14.8	%	 	11.6	%	 	320	 bps	 	
New orders	 	$	250,657		 	$	141,736		 	77	%	 	

	
							
Components of sales and operating income increase (decrease):	 	Three Months Ended	
 	 	March 31,	
 	 	2019 vs. 2018	
 	 	Sales	 	Operating Income	
Organic	 	6	%	 	35	%	
Acquisitions	 	18	%	 	23	%	
Foreign currency	 	—	%	 	—	%	
Total	 	24	%	 	58	%	

Sales in the Power segment are primarily generated from the power generation and naval defense markets.

Sales during the first quarter of 2019 increased $32 million , or 24% , to $164 million from the comparable prior year period, primarily due to higher sales of $31 million in the naval defense market. This increase was primarily due to the incremental impact of our DRG acquisition in the second quarter of 2018, which contributed $21 million in sales. Excluding the impact of DRG, sales in the naval defense market increased primarily due to increased production on the Virginia-class submarine and CVN-80 aircraft carrier programs. Sales to the power generation and general industrial markets were essentially flat.

Operating income during the first quarter of 2019 increased $9 million, or 58%, to $24 million , and operating margin increased 320 basis points to 14.8% . This performance reflects the incremental impact of our DRG acquisition and favorable overhead absorption on higher naval defense sales.

New orders increased $109 million in the first quarter of 2019 from the comparable prior year period, primarily due to higher naval defense orders, including $20 million of incremental new orders from our DRG acquisition.

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.

Page 25

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

	
												
Net Sales by End Market	 	Three Months Ended	
 	 	March 31,	
(In thousands)	 	2019	 	2018	 	% change	
Defense markets	 	 	 	 	 	 	
Aerospace	 	$	78,787		 	$	79,153		 	—	%	
Ground	 	20,758		 	22,519		 	(8	%)	
Naval	 	131,088		 	103,489		 	27	%	
Total Defense	 	$	230,633		 	$	205,161		 	12	%	
 	 	 	 	 	 	 	
Commercial markets	 	 	 	 	 	 	
Aerospace	 	$	103,221		 	$	99,404		 	4	%	
Power Generation	 	96,480		 	98,319		 	(2	%)	
General Industrial	 	147,980		 	144,638		 	2	%	
Total Commercial	 	$	347,681		 	$	342,361		 	2	%	
 	 	 	 	 	 	 	
Total Curtiss-Wright	 	$	578,314		 	$	547,522		 	6	%	

 	 	 	 	 	 	 	
Note : Certain amounts in the prior year have been reclassed to conform to the current year presentation.
	
Defense market sales increased $25 million , or 12% , to $231 million from the comparable prior year period, primarily due to higher sales in the naval defense market. This increase was primarily due to the incremental impact of our DRG acquisition, which contributed $21 million in sales. Excluding the impact of DRG, sales in the naval defense market increased primarily due to increased production on the Virginia-class submarine program.

Commercial market sales increased $5 million , or 2%, to $348 million , from the comparable prior year period. In the commercial aerospace market, we experienced higher demand for avionics and electronics equipment on various domestic and international platforms. Sales in the general industrial market benefited primarily due to higher demand for our industrial valve products.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Use of Cash

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

								
Condensed Consolidated Statements of Cash Flows	Three Months Ended	
 	March 31,	
(In thousands)	2019	 	2018	
Net Cash provided by (used in):	 	 	 	
Operating activities	$	(51,858	)	 	$	(71,262	)	
Investing activities	(64,940	)	 	(9,652	)	
Financing activities	(8,073	)	 	(5,526	)	
Effect of exchange-rate changes on cash	3,233		 	7,838		
Net decrease in cash and cash equivalents	(121,638	)	 	(78,602	)	

Page 26

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

Net cash used in operating activities decreased $19 million from the comparable prior year period. The decrease is primarily due to a prior year period voluntary pension contribution of $50 million, partially offset by higher current period disbursements.

Net cash used in investing activities increased $55 million from the comparable prior year period primarily due to cash used for acquisitions in the current period and higher capital expenditures. The Corporation acquired one business during the three months ended March 31, 2019 for approximately $49 million , net of cash acquired. No acquisitions were made in the comparable prior year period.

Financing Activities

Debt

The Corporation’s debt outstanding had an average interest rate of 3.7% for both the three months ended March 31, 2019 and March 31, 2018 . The Corporation's average debt outstanding was $750 million and $800 million for the three months ended March 31, 2019 and March 31, 2018 , respectively.

Revolving Credit Agreement

As of March 31, 2019 , the Corporation had no borrowings under the 2012 Senior Unsecured Revolving Credit Agreement (the "Credit Agreement" or "credit facility") and $24 million in letters of credit supported by the credit facility. The unused credit available under the Credit Agreement as of March 31, 2019 was $476 million , which could be borrowed without violating any of our debt covenants.

Repurchase of common stock

During the first three months of 2019 , the Corporation used $12 million of cash to repurchase approximately 110,000 outstanding shares under its share repurchase program. During the first quarter of 2018 , the Corporation used $12 million of cash to repurchase approximately 95,000 outstanding shares.

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.

Debt Compliance

As of the date of this report, we were in compliance with all debt agreements and credit facility covenants, including our most restrictive covenant, which is our debt to capitalization limit of 60%. The debt to capitalization limit is a measure of our indebtedness (as defined per the notes purchase agreement and credit facility) to capitalization, where capitalization equals debt plus equity, and is the same for and applies to all of our debt agreements and credit facility. As of March 31, 2019 , we had the ability to borrow additional debt of $1.5 billion without violating our debt to capitalization covenant.

Page 27

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

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2018 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 27, 2019 , in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Page 28

CURTISS WRIGHT CORPORATION and SUBSIDIARIES

Item 3.                  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the three months ended March 31, 2019 .  Information regarding market risk and market risk management policies is more fully described in item “7A.Quantitative and Qualitative Disclosures about Market Risk” of our 2018 Annual Report on Form 10-K.

Item 4.               CONTROLS AND PROCEDURES

As of March 31, 2019 , our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of March 31, 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.

During the quarter ended March 31, 2019, we implemented changes to our accounting processes and procedures in response to the adoption of ASC 842 - Leases , which became effective on January 1, 2019. However, there have been no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 29

PART II - OTHER INFORMATION

Item 1.                 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), which was 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. The total quantum of alleged damages arising from the incident has not been finalized, but is estimated to meet or exceed $1 billion.  We maintain various forms of commercial, property and casualty, product liability, and other forms of insurance; however, such insurance may not be adequate to cover the costs associated with a judgment against us. In October 2017, all parties agreed in principle to participate in a formal mediation in late 2018 with the intention of settling this claim. In an effort to induce the parties to participate in the formal mediation, CNRL agreed to reduce its claim to approximately $400 million, which reflects the monetary amount of property damage incurred as result of the fire and explosion. We are currently unable to estimate an amount, or range of potential losses, if any, from this matter. We believe that we have adequate legal defenses and intend to defend this matter vigorously. Our financial condition, results of operations, and cash flows could be materially affected during a future fiscal quarter or fiscal year by unfavorable developments or outcome regarding 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 case. We believe that the minimal use of asbestos in our past operations as well as our acquired businesses and the relatively non-friable condition of asbestos in our historical products make it unlikely that we will face material liability in any asbestos litigation, whether individually or in the aggregate. We maintain insurance coverage and indemnification agreements for these potential liabilities and we believe adequate coverage exists to cover any unanticipated asbestos liability.

Item 1A.          RISK FACTORS
 
There have been no material changes in our Risk Factors during the three months ended March 31, 2019 . Information regarding our Risk Factors is more fully described in Item “1A. Risk Factors” of our 2018 Annual Report on Form 10-K.

Item 2.            UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our repurchase of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended March 31, 2019 .

	
															
 	 	Total Number of shares purchased	 	Average Price Paid per Share	 	Total Number of Shares Purchased as Part of a Publicly Announced Program	 	Maximum Dollar amount of shares that may yet be Purchased Under the Program	
January 1 - January 31	 	42,079		 	$	106.45		 	42,079		 	$	46,319,700		
February 1 - February 28	 	32,381		 	117.27		 	74,460		 	42,522,230		
March 1 - March 31	 	36,004		 	116.54		 	110,464		 	38,326,148		
For the quarter ended	 	110,464		 	$	112.91		 	110,464		 	38,326,148		

On December 12, 2018, the Corporation authorized $100 million of share repurchases through a 10b5-1 program. Of this authorization, the Company used $50 million for opportunistic share repurchases in December 2018. Beginning in
January 2019, the Company expects to repurchase $50 million of additional shares through a 10b5-1 program.

Page 30

Item 3.                 DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

Item 4.                MINE SAFETY DISCLOSURES
 
Not applicable.

Item 5.                OTHER INFORMATION
 
There have been no material changes in our procedures by which our security holders may recommend nominees to our board of directors during the three months ended March 31, 2019 .  Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder Recommendations and Nominations for Director” of our 2019 Proxy Statement on Schedule 14A, which is incorporated by reference to our 2018 Annual Report on Form 10-K.

Page 31

Item 6.                      EXHIBITS

	
						
 	 	 	Incorporated by Reference	Filed	
Exhibit No.	 	Exhibit Description	Form	Filing Date	Herewith	
 	 	 	 	 	 	
3.1	 	Amended and Restated Certificate of Incorporation of the Registrant	8-A12B/A	May 24, 2005	 	
 	 	 	 	 	 	
3.2	 	Amended and Restated Bylaws of the Registrant	8-K	May 18, 2015	 	
 	 	 	 	 	 	
31.1	 	Certification of David C. Adams, Chairman and CEO, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended	 	 	X	
 	 	 	 	 	 	
31.2	 	Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended	 	 	X	
 	 	 	 	 	 	
32	 	Certification of David C. Adams, Chairman and CEO, and Glenn E. Tynan, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350	 	 	X	
 	 	 	 	 	 	
101.INS	 	XBRL Instance Document	 	 	X	
 	 	 	 	 	 	
101.SCH	 	XBRL Taxonomy Extension Schema Document	 	 	X	
 	 	 	 	 	 	
101.CAL	 	XBRL Taxonomy Extension Calculation Linkbase Document	 	 	X	
 	 	 	 	 	 	
101.DEF	 	XBRL Taxonomy Extension Definition Linkbase Document	 	 	X	
 	 	 	 	 	 	
101.LAB	 	XBRL Taxonomy Extension Label Linkbase Document	 	 	X	
 	 	 	 	 	 	
101.PRE	 	XBRL Taxonomy Extension Presentation Linkbase Document	 	 	X	

Page 32

SIGNATURE

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

CURTISS-WRIGHT CORPORATION
(Registrant)

By:      /s/ Glenn E. Tynan
Glenn E. Tynan
Vice President and Chief Financial Officer
Dated: May 9, 2019

Page 33

Exhibit 31.1

Certifications

I, David C. Adams, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Curtiss-Wright Corporation;

1.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

3.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;	

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	

4.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

Date: May 9, 2019

/s/ David C. Adams
David C. Adams
Chairman and Chief Executive Officer

Exhibit 31.2

Certifications

I, Glenn E. Tynan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Curtiss-Wright Corporation;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;	

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

Date: May 9, 2019

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

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Curtiss-Wright Corporation (the "Company") on Form 10-Q for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), David C. Adams, as Chairman and Chief Executive Officer of the Company, and Glenn E. Tynan, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. section 1350, that to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David C. Adams

David C. Adams
Chairman and Chief Executive Officer
May 9, 2019

/s/ Glenn E. Tynan

Glenn E. Tynan
Vice President and Chief Financial Officer
May 9, 2019