10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

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

For the quarterly period ended June 30, 2019

or

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

For the transition period from _________ to _______

Commission File Number 1-134

CURTISS-WRIGHT CORPORATION

(Exact name of Registrant as specified in its charter)

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

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

(704) 869-4600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CW	New York Stock Exchange

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

Yes  ☒                        No  ☐

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

Yes  ☒                        No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
			Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.				☐

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

Yes  ☐   No  ☒

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

Common Stock, par value $1.00 per share: 42,730,098 shares (as of July 31, 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	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		32
Item 4.	Controls and Procedures		32
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		33
Item 1A.	Risk Factors		33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 3.	Defaults upon Senior Securities		34
Item 4.	Mine Safety Disclosures		34
Item 5.	Other Information		34
Item 6.	Exhibits		35
Signatures			36

Page 3

PART 1- FINANCIAL INFORMATION

Item 1. Financial Statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except per share data)	2019			2018			2019			2018
Net sales
Product sales	$	532,253		$	511,676		$	1,003,852		$	956,363
Service sales	106,743			108,622			213,458			211,457
Total net sales	638,996			620,298			1,217,310			1,167,820
Cost of sales
Cost of product sales	342,726			324,184			654,682			623,495
Cost of service sales	66,226			69,614			135,711			136,634
Total cost of sales	408,952			393,798			790,393			760,129
Gross profit	230,044			226,500			426,917			407,691
Research and development expenses	18,900			15,054			36,141			30,995
Selling expenses	30,693			32,665			62,170			64,185
General and administrative expenses	74,766			76,705			150,876			145,937
Operating income	105,685			102,076			177,730			166,574
Interest expense	7,960			9,566			15,232			17,770
Other income, net	5,871			3,971			11,349			8,654
Earnings before income taxes	103,596			96,481			173,847			157,458
Provision for income taxes	(23,524		)	(21,693		)	(38,182		)	(39,027		)
Net earnings	$	80,072		$	74,788		$	135,665		$	118,431
Net earnings per share:
Basic earnings per share	$	1.87		$	1.69		$	3.17		$	2.68
Diluted earnings per share	$	1.86		$	1.68		$	3.15		$	2.66
Dividends per share	0.17			0.15			0.32			0.30
Weighted-average shares outstanding:
Basic	42,758			44,124			42,776			44,144
Diluted	43,024			44,553			43,038			44,604
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					Six Months Ended
	June 30,					June 30,
	2019		2018			2019		2018
Net earnings	$	80,072	$	74,788		$	135,665	$	118,431
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax (1)	$	540	$	(43,771	)	$	8,782	$	(28,360	)
Pension and postretirement adjustments, net of tax (2)	1,749		3,062			3,432		5,684
Other comprehensive income (loss), net of tax	2,289		(40,709		)	12,214		(22,676		)
Comprehensive income	$	82,361	$	34,079		$	147,879	$	95,755

(1) The tax benefit included in other comprehensive income for foreign currency translation adjustments for the three and six months ended June 30, 2019 was immaterial. The tax benefit included in other comprehensive loss for foreign currency translation adjustments for the three and six months ended June 30, 2018 was $2.0 million and $1.2 million, respectively.

(2) The tax expense included in other comprehensive income for pension and postretirement adjustments for the three and six months ended June 30, 2019 was $0.6 million and $1.1 million, respectively. The tax expense included in other comprehensive income for pension and postretirement adjustments for the three and six months ended June 30, 2018 was $0.9 million and $1.8 million, respectively.

See notes to condensed consolidated financial statements

Page 5

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except per share data)

	June 30, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	216,344		$	276,066
Receivables, net	636,058			593,755
Inventories, net	436,190			423,426
Other current assets	48,060			50,719
Total current assets	1,336,652			1,343,966
Property, plant, and equipment, net	375,582			374,660
Goodwill	1,112,781			1,088,032
Other intangible assets, net	433,517			429,567
Operating lease right-of-use assets, net	135,190			—
Other assets	32,918			19,160
Total assets	$	3,426,640		$	3,255,385
Liabilities
Current liabilities:
Current portion of long-term and short-term debt	$	—		$	243
Accounts payable	173,791			232,983
Accrued expenses	138,278			166,954
Income taxes payable	8,521			5,811
Deferred revenue	243,053			236,508
Other current liabilities	74,226			44,829
Total current liabilities	637,869			687,328
Long-term debt	761,476			762,313
Deferred tax liabilities, net	49,929			47,121
Accrued pension and other postretirement benefit costs	97,334			101,227
Long-term operating lease liability	117,789			—
Long-term portion of environmental reserves	16,411			15,777
Other liabilities	93,536			110,838
Total liabilities	1,774,344			1,724,604
Contingencies and commitments (Note 14)
Stockholders’ equity
Common stock, $1 par value,100,000,000 shares authorized as of June 30, 2019 and December 31, 2018; 49,187,378 shares issued as of June 30, 2019 and December 31, 2018; outstanding shares were 42,715,831 as of June 30, 2019 and 42,772,417 as of December 31, 2018	49,187			49,187
Additional paid in capital	116,835			118,234
Retained earnings	2,339,703			2,191,471
Accumulated other comprehensive loss	(302,490		)	(288,447		)
Common treasury stock, at cost (6,471,547 shares as of June 30, 2019 and 6,414,961 shares as of December 31, 2018)	(550,939		)	(539,664		)
Total stockholders’ equity	1,652,296			1,530,781
Total liabilities and stockholders’ equity	$	3,426,640		$	3,255,385
See notes to condensed consolidated financial statements

Page 6

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	June 30,
(In thousands)	2019			2018
Cash flows from operating activities:
Net earnings	$	135,665		$	118,431
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization	51,600			51,257
Gain on divestitures	—			(2,149		)
Gain on fixed asset disposals	(6,080		)	(897		)
Deferred income taxes	1,450			5,554
Share-based compensation	6,980			7,801
Change in operating assets and liabilities, net of businesses acquired and divested:
Receivables, net	(37,621		)	(57,522		)
Inventories, net	(11,080		)	(43,625		)
Progress payments	(356		)	6,718
Accounts payable and accrued expenses	(87,430		)	(38,621		)
Deferred revenue	5,278			17,865
Income taxes payable	2,872			(7,712		)
Pension and postretirement liabilities, net	311			(48,265		)
Other current and long-term assets and liabilities	(21,203		)	17,850
Net cash provided by operating activities	40,386			26,685
Cash flows from investing activities:
Proceeds from sales and disposals of long lived assets	8,920			4,328
Consideration from divestitures	—			(268		)
Acquisition of intangible assets	(147		)	(1,500		)
Additions to property, plant, and equipment	(33,471		)	(19,852		)
Acquisition of businesses, net of cash acquired	(50,075		)	(212,737		)
Additional consideration paid on prior year acquisitions	—			(460		)
Net cash used for investing activities	(74,773		)	(230,489		)
Cash flows from financing activities:
Borrowings under revolving credit facility	7,318			367,762
Payment of revolving credit facility	(7,561		)	(366,953		)
Repurchases of common stock	(25,065		)	(46,115		)
Proceeds from share-based compensation	5,411			6,360
Dividends paid	(6,420		)	(6,623		)
Other	(395		)	(365		)
Net cash used for financing activities	(26,712		)	(45,934		)
Effect of exchange-rate changes on cash	1,377			(6,484		)
Net decrease in cash and cash equivalents	(59,722		)	(256,222		)
Cash and cash equivalents at beginning of period	276,066			475,120
Cash and cash equivalents at end of period	$	216,344		$	218,898
Supplemental disclosure of non-cash activities:
Capital expenditures incurred but not yet paid	$	85		$	425
See notes to condensed consolidated financial statements

Page 7

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands)

	For the six months ended June 30, 2019
	Common Stock		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock
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	—		—			135,665			—			—
Other comprehensive income, net of tax	—		—			—			12,214			—
Dividends declared	—		—			(13,690		)	—			—
Restricted stock	—		(5,491		)	—			—			5,491
Stock options exercised	—		(1,822		)	—			—			7,233
Share-based compensation	—		6,575			—			—			405
Repurchase of common stock	—		—			—			—			(25,065		)
Other	—		(661		)	—			—			661
June 30, 2019	$	49,187	$	116,835		$	2,339,703		$	(302,490	)	$	(550,939	)

	For the three months ended June 30, 2019
	Common Stock		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock
March 31, 2019	$	49,187	$	114,696		$	2,266,902		$	(304,779	)	$	(540,426	)
Net earnings	—		—			80,072			—			—
Other comprehensive income, net of tax	—		—			—			2,289			—
Dividends declared	—		—			(7,271		)	—			—
Stock options exercised	—		(1,303		)	—			—			2,038
Share-based compensation	—		3,442			—			—			43
Repurchase of common stock	—		—			—			—			(12,594		)
June 30, 2019	$	49,187	$	116,835		$	2,339,703		$	(302,490	)	$	(550,939	)

Page 8

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands)

	For the six months ended June 30, 2018
	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	—		—			118,431			—			—
Other comprehensive loss, net of tax	—		—			—			(22,676		)	—
Dividends declared	—		—			(13,231		)	—			—
Restricted stock	—		(6,923		)	—			—			6,923
Stock options exercised	—		(1,535		)	—			—			7,896
Share-based compensation	—		7,599			—			—			201
Repurchase of common stock	—		—			—			—			(46,115		)
Other	—		(725		)	—			—			725
June 30, 2018	$	49,187	$	119,025		$	2,047,250		$	(239,516	)	$	(399,850	)

	For the three months ended June 30, 2018
	Common Stock		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock
March 31, 2018	$	49,187	$	116,221		$	1,979,051		$	(198,807	)	$	(366,677	)
Net earnings	—		—			74,788			—			—
Other comprehensive loss, net of tax	—		—			—			(40,709		)	—
Dividends declared	—		—			(6,589		)	—			—
Restricted stock	—		(95		)	—			—			95
Stock options exercised	—		(298		)	—			—			507
Share-based compensation	—		3,197			—			—			12
Repurchase of common stock	—		—			—			—			(33,787		)
June 30, 2018	$	49,187	$	119,025		$	2,047,250		$	(239,516	)	$	(399,850	)
See notes to condensed consolidated financial statements

Page 9

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 using the over-time revenue recognition accounting method, 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, fair value estimates around assets and assumed liabilities from acquisitions, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. During the three and six months ended June 30, 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.

Page 10

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Performance Obligations

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

The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis. Revenue recognized on an over-time basis for both the three months and six months ended June 30, 2019 accounted for approximately 48% of total net sales. Revenue recognized on an over-time basis for both the three months and six months ended June 30, 2018 accounted for approximately 45% of total net sales. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Revenue recognized at a point-in-time for both the three months and six months ended June 30, 2019 accounted for approximately 52% of total net sales. Revenue recognized at a point-in-time for both the three months and six months ended June 30, 2018 accounted for approximately 55% of total net sales. 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 $2.2 billion as of June 30, 2019, of which the Corporation expects to recognize approximately 90% 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:

Total Net Sales by End Market and Customer Type	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2019		2018		2019		2018
Defense
Aerospace	$	104,426	$	99,654	$	183,213	$	178,808
Ground	26,394		20,777		47,151		43,296
Naval	149,853		132,347		280,941		235,835
Total Defense Customers	$	280,673	$	252,778	$	511,305	$	457,939
Commercial
Aerospace	$	108,000	$	104,617	$	211,222	$	204,021
Power Generation	93,171		102,316		189,652		200,635
General Industrial	157,152		160,587		305,131		305,225
Total Commercial Customers	$	358,323	$	367,520	$	706,005	$	709,881
Total	$	638,996	$	620,298	$	1,217,310	$	1,167,820
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

Page 11

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 six months ended June 30, 2019 and 2018 included in the contract liabilities balance at the beginning of the year was approximately $133 million and $113 million, respectively. Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Condensed Consolidated Balance Sheet.

3.           ACQUISITIONS

The Corporation continually evaluates potential acquisitions that either strategically fit within the Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets.  The Corporation has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Corporation's financial statements.  This goodwill arises because the acquisition purchase price reflects 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 six months ended June 30, 2019, the Corporation acquired one business for an aggregate purchase price of $50 million, which is described in more detail below. During the six months ended June 30, 2018, the Corporation acquired one business for an aggregate purchase price of $213 million, which is described in more detail below.

The Condensed Consolidated Statement of Earnings for the six months ended June 30, 2019 includes $4 million of total net sales and $1 million of net losses from the Corporation's 2019 acquisition. The Condensed Consolidated Statement of Earnings for the six months ended June 30, 2018 includes $22 million of total net sales and $3 million of net losses from the Corporation's 2018 acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during the six months ended June 30, 2019 and 2018.

(In thousands)	2019			2018
Accounts receivable	$	2,300		$	8,143
Inventory	322			49,508
Property, plant, and equipment	648			3,203
Other current and non-current assets	479			47
Intangible assets	26,000			141,100
Operating lease right-of-use assets, net	1,393			—
Current and non-current liabilities	(3,252		)	(6,734		)
Net tangible and intangible assets	27,890			195,267
Purchase price, net of cash acquired	50,075			212,737
Goodwill	$	22,185		$	17,470
Goodwill deductible for tax purposes	$	22,185		$	17,470

2019 Acquisition

Page 12

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Tactical Communications Group (TCG)

On March 15, 2019, the Corporation acquired 100% of the membership interest of TCG for $50.1 million, net of cash acquired. The Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. TCG is a designer and manufacturer of tactical data link software solutions for critical military communications systems. The acquired business operates within the Defense segment. The acquisition is subject to post-closing adjustments with the purchase price allocation not yet complete.

2018 Acquisition

Dresser-Rand Government Business (DRG)

On April 2, 2018, the Corporation acquired certain assets and assumed certain liabilities of DRG for $212.7 million in cash. The Asset Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type. DRG is a designer and manufacturer of mission-critical, high-speed rotating equipment solutions and also acts as the sole supplier of steam turbines and main engine guard valves on all aircraft carrier programs. The acquired business operates within the Corporation's Power 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:

(In thousands)	June 30, 2019			December 31, 2018
Billed receivables:
Trade and other receivables	$	415,774		$	390,306
Less: Allowance for doubtful accounts	(9,003		)	(7,436		)
Net billed receivables	406,771			382,870
Unbilled receivables (Contract Assets):
Recoverable costs and estimated earnings not billed	243,403			225,810
Less: Progress payments applied	(14,116		)	(14,925		)
Net unbilled receivables	229,287			210,885
Receivables, net	$	636,058		$	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:

Page 13

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(In thousands)	June 30, 2019			December 31, 2018
Raw materials	$	191,678		$	214,442
Work-in-process	91,848			74,536
Finished goods	143,360			143,016
Inventoried costs related to U.S. Government and other long-term contracts	70,684			54,195
Gross inventories	497,570			486,189
Less:  Inventory reserves	(53,808		)	(55,776		)
Progress payments applied	(7,572		)	(6,987		)
Inventories, net	$	436,190		$	423,426

Inventoried costs related to long-term contracts include capitalized contract development costs related to certain aerospace and defense programs of $43.6 million and $44.4 million as of June 30, 2019 and December 31, 2018, respectively. These capitalized costs will be liquidated as units are produced.  As of June 30, 2019 and December 31, 2018, $32.5 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 six months ended June 30, 2019 are as follows:

(In thousands)	Commercial/Industrial		Defense			Power		Consolidated
December 31, 2018	$	442,015	$	448,871		$	197,146	$	1,088,032
Acquisitions	—		22,185			—		22,185
Adjustments	—		(208		)	—		(208		)
Foreign currency translation adjustment	155		2,489			128		2,772
June 30, 2019	$	442,170	$	473,337		$	197,274	$	1,112,781

7.           OTHER INTANGIBLE ASSETS, NET

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

	June 30, 2019							December 31, 2018
(In thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Technology	$	245,480	$	(133,102	)	$	112,378	$	238,212	$	(123,156	)	$	115,056
Customer related intangibles	378,846		(204,767		)	174,079		358,832		(193,455		)	165,377
Programs (1)	144,000		(9,000		)	135,000		144,000		(5,400		)	138,600
Other intangible assets	41,123		(29,063		)	12,060		40,340		(29,806		)	10,534
Total	$	809,449	$	(375,932	)	$	433,517	$	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 six months ended June 30, 2019, the Corporation acquired intangible assets of $26.0 million. The Corporation acquired Customer-related intangibles of $18.9 million, Technology of $6.3 million, and Other intangible assets of $0.8 million, which have a weighted average amortization period of 14.6 years, 15.0 years, and 8.0 years, respectively.

Total intangible amortization expense for the six months ended June 30, 2019 was $22.6 million as compared to $21.1 million in the comparable prior year period.  The estimated amortization expense for the five years ending December 31, 2019 through 2023 is $45.2 million, $43.4 million, $41.5 million, $39.0 million, and $35.3 million, respectively.

8.           LEASES

Page 14

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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		Six Months Ended
(In thousands)	June 30, 2019		June 30, 2019
Operating lease cost	$	7,146	$	15,358
Finance lease cost:
Amortization of right-of-use assets	$	199	$	396
Interest on lease liabilities	125		253
Total finance lease cost	$	324	$	649

Supplemental cash flow information related to leases was as follows:

	Six Months Ended
(In thousands)	June 30, 2019
Cash used for operating activities:
Operating cash flows from operating leases	$	(15,207	)
Operating cash flows from finance leases	(253		)
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	1,711

Supplemental balance sheet information related to leases was as follows:

(In thousands, except lease term and discount rate)	As of June 30, 2019
Operating Leases
Operating lease right-of-use assets, net	$	135,190
Other current liabilities	$	23,328
Long-term operating lease liability	117,789
Total operating lease liabilities	$	141,117
Finance Leases
Property, plant, and equipment	$	15,561
Accumulated depreciation	(5,014		)
Property, plant, and equipment, net	$	10,547
Other current liabilities	$	777
Other liabilities	11,431
Total finance lease liabilities	$	12,208
Weighted average remaining lease term
Operating leases	8.1 years
Finance leases	10.2 years
Weighted average discount rate
Operating leases	3.85		%
Finance leases	4.05		%

Page 15

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Maturities of lease liabilities were as follows:

	As of June 30, 2019
(In thousands)	Operating Leases			Finance Leases
2019	$	14,448		$	660
2020	27,560			1,342
2021	24,553			1,375
2022	18,358			1,410
2023	16,527			1,445
Thereafter	64,403			8,892
Total lease payments	$	165,849		$	15,124
Less: imputed interest	(24,732		)	(2,916		)
Total	$	141,117		$	12,208

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 June 30, 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 and option contracts, to hedge a portion of existing and anticipated foreign currency denominated transactions.  The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations.  Guidance on accounting for derivative instruments and hedging activities requires companies to recognize all of the derivative financial instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets based upon quoted market prices for comparable instruments.

Interest Rate Risks and Related Strategies

The Corporation’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt. 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 June 30, 2019 and December 31, 2018, the fair values of the asset and liability derivative instruments were immaterial.

Effects on Condensed Consolidated Statements of Earnings

Undesignated hedges

The location and amount of gains or (losses) recognized in income on forward exchange derivative contracts not designated for hedge accounting for the three and six months ended June 30, were as follows:

Page 16

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Three Months Ended						Six Months Ended
(In thousands)	June 30,						June 30,
Derivatives not designated as hedging instrument	2019			2018			2019		2018
Forward exchange contracts:
General and administrative expenses	$	(2,158	)	$	(2,871	)	$	1,431	$	(2,518	)

Debt

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issuances as of June 30, 2019.  Accordingly, all of the Corporation’s debt is valued as a Level 2 financial instrument.  The fair values described below may not be indicative of net realizable value or reflective of future fair values.  Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

	June 30, 2019						December 31, 2018
(In thousands)	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
3.84% Senior notes due 2021	100,000			101,995			100,000			100,359
3.70% Senior notes due 2023	202,500			207,217			202,500			201,813
3.85% Senior notes due 2025	90,000			93,385			90,000			89,711
4.24% Senior notes due 2026	200,000			212,152			200,000			202,288
4.05% Senior notes due 2028	67,500			70,686			67,500			66,942
4.11% Senior notes due 2028	90,000			94,742			90,000			89,647
Other debt	—			—			243			243
Total debt	750,000			780,177			750,243			751,003
Debt issuance costs, net	(654		)	(654		)	(714		)	(714		)
Unamortized interest rate swap proceeds	12,130			12,130			13,027			13,027
Total debt, net	$	761,476		$	791,653		$	762,556		$	763,316

10.           PENSION PLANS

Defined Benefit Pension Plans

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

The components of net periodic pension cost for the three and six months ended June 30, 2019 and 2018 were as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018
Service cost	$	5,825		$	6,495		$	11,651		$	13,001
Interest cost	7,371			6,521			14,743			13,055
Expected return on plan assets	(14,882		)	(14,695		)	(29,766		)	(29,411		)
Amortization of prior service cost	(70		)	(62		)	(141		)	(125		)
Amortization of unrecognized actuarial loss	2,592			3,903			5,184			7,809
Net periodic pension cost	$	836		$	2,162		$	1,671		$	4,329

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 six months ended June 30, 2018, the Corporation made a $50 million voluntary contribution to the Curtiss-Wright Pension Plan.

Page 17

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 and six months ended June 30, 2019, the expense relating to the plan was $4.2 million and $9.6 million, respectively. During the three and six months ended June 30, 2018, the expense relating to the plan was $3.2 million and $7.4 million, respectively. The Corporation made $13.1 million in contributions to the plan during the six months ended June 30, 2019, and expects to make total contributions of $15.1 million in 2019.

11.           EARNINGS PER SHARE

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

	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In thousands)	2019	2018	2019	2018
Basic weighted-average shares outstanding	42,758	44,124	42,776	44,144
Dilutive effect of stock options and deferred stock compensation	266	429	262	460
Diluted weighted-average shares outstanding	43,024	44,553	43,038	44,604

For the three and six months ended June 30, 2019 and 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.

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

Page 18

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018
Net sales
Commercial/Industrial	$	318,572		$	312,605		$	612,322		$	609,358
Defense	145,571			148,085			267,068			268,968
Power	176,582			162,049			340,729			294,207
Less: Intersegment revenues	(1,729		)	(2,441		)	(2,809		)	(4,713		)
Total consolidated	$	638,996		$	620,298		$	1,217,310		$	1,167,820
Operating income (expense)
Commercial/Industrial	$	56,236		$	51,736		$	95,682		$	90,961
Defense	29,661			38,641			47,314			58,369
Power	30,069			19,201			54,288			34,543
Corporate and eliminations (1)	(10,281		)	(7,502		)	(19,554		)	(17,299		)
Total consolidated	$	105,685		$	102,076		$	177,730		$	166,574

⁽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 are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2019		2018		2019		2018
Total operating income	$	105,685	$	102,076	$	177,730	$	166,574
Interest expense	7,960		9,566		15,232		17,770
Other income, net	5,871		3,971		11,349		8,654
Earnings before income taxes	$	103,596	$	96,481	$	173,847	$	157,458

(In thousands)	June 30, 2019		December 31, 2018
Identifiable assets
Commercial/Industrial	$	1,467,700	$	1,398,601
Defense	1,068,806		961,298
Power	771,379		720,073
Corporate and Other	118,755		175,413
Total consolidated	$	3,426,640	$	3,255,385

13.           ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Page 19

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 income (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)	8,782			(55		)	8,727
Amounts reclassified from accumulated other comprehensive income (loss) (1)	—			3,487			3,487
Net current period other comprehensive income	8,782			3,432			12,214
Cumulative effect from adoption of ASU 2018-02 (2)	(1,318		)	(24,939		)	(26,257		)
June 30, 2019	$	(139,684	)	$	(162,806	)	$	(302,490	)

⁽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 AOCI			Affected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans
Amortization of prior service costs	470			(1)
Amortization of actuarial losses	(5,092		)	(1)
	(4,622		)	Total before tax
	1,135			Income tax
Total reclassifications	$	(3,487	)	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

Page 20

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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. All parties have agreed in principle to participate in a formal mediation in late 2019 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.

In addition to the CNRL litigation, 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 June 30, 2019 and December 31, 2018, there were $29.8 million and $21.7 million of stand-by letters of credit outstanding, respectively, and $10.9 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

The Electro-Mechanical Division, which is within the Corporation’s Power segment, is the reactor coolant pump (RCP) supplier for the Westinghouse 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 Westinghouse stating entitlements to the maximum amount of liquidated damages allowable under the AP1000 China contract from Westinghouse 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 June 30, 2019, the Corporation has not met certain contractual delivery dates under its AP 1000 China and U.S. 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 June 30, 2019.  As of June 30, 2019, the range of possible loss is $0 to $31 million for the AP1000 U.S. contract, for a total range of possible loss of $0 to $55.5 million.

Earlier this year, the Corporation was notified of a RCP fault at the Sanmen 2 AP1000 nuclear reactor in China. At this time, the root-cause of this situation is presently limited to a single RCP. We are in the process of evaluating the cause(s) in conjunction with Westinghouse and China. The Corporation’s legal liability is limited to the cost of repairing or replacing the RCP.

Page 21

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, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance, and (d) 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.

Page 22

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

COMPANY ORGANIZATION

Curtiss-Wright Corporation is a diversified, multinational provider of highly engineered, technologically advanced, value-added 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 and have achieved balanced growth through the successful application of our core competencies in engineering and precision manufacturing. 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 and six month periods ended June 30, 2019. The financial information as of June 30, 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: Consolidated Statements of Earnings, Results by Business Segment, and Liquidity and Capital Resources. Our discussion will be focused on the overall results of continuing operations followed by a more detailed discussion of those results within each of our reportable segments.

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

Analytical Definitions

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

Page 23

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Consolidated Statements of Earnings
	Three Months Ended								Six Months Ended
	June 30,								June 30,
(In thousands)	2019			2018			% change		2019			2018			% change
Sales
Commercial/Industrial	$	318,267		$	312,463		2	%	$	611,774		$	609,104		—	%
Defense	144,962			146,177			(1	)%	265,984			265,078			—	%
Power	175,767			161,658			9	%	339,552			293,638			16	%
Total sales	$	638,996		$	620,298		3	%	$	1,217,310		$	1,167,820		4	%
Operating income
Commercial/Industrial	$	56,236		$	51,736		9	%	$	95,682		$	90,961		5	%
Defense	29,661			38,641			(23	)%	47,314			58,369			(19	)%
Power	30,069			19,201			57	%	54,288			34,543			57	%
Corporate and eliminations	(10,281		)	(7,502		)	(37	)%	(19,554		)	(17,299		)	(13	)%
Total operating income	$	105,685		$	102,076		4	%	$	177,730		$	166,574		7	%
Interest expense	7,960			9,566			(17	)%	15,232			17,770			(14	)%
Other income, net	5,871			3,971			48	%	11,349			8,654			31	%
Earnings before income taxes	103,596			96,481			7	%	173,847			157,458			10	%
Provision for income taxes	(23,524		)	(21,693		)	8	%	(38,182		)	(39,027		)	(2	)%
Net earnings	$	80,072		$	74,788				$	135,665		$	118,431
New orders	$	600,769		$	700,104		(14	)%	$	1,347,507		$	1,305,007		3	%

Components of sales and operating income increase (decrease):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019 vs. 2018				2019 vs. 2018
	Sales		Operating Income		Sales		Operating Income
Organic	3	%	3	%	3	%	4	%
Acquisitions	1	%	—	%	2	%	2	%
Foreign currency	(1	%)	1	%	(1	%)	1	%
Total	3	%	4	%	4	%	7	%

Sales for the second quarter of 2019 increased $19 million, or 3%, to $639 million, compared with the prior year period. On a segment basis, sales from the Commercial/Industrial and Power segments increased $6 million and $14 million, respectively, with sales from the Defense segment decreasing $1 million.

Sales during the six months ended June 30, 2019 increased $50 million, or 4%, to $1,217 million, compared with the prior year period. On a segment basis, sales from the Commercial/Industrial, Defense, and Power segments increased $3 million, $1 million, and $46 million, respectively. Changes in sales by segment are discussed in further detail in the results by business segment section below.

Operating income in the second quarter of 2019 increased $4 million, or 4%, to $106 million, and operating margin of 16.5% was flat compared with the same period in 2018. Operating income during the six months ended June 30, 2019 increased $11 million, or 7%, to $178 million and operating margin increased 30 basis points to 14.6%, compared with the same period in 2018. The increases in operating income for each of the respective periods were primarily due to favorable overhead absorption on higher naval defense sales and the absence of first year purchase accounting costs from our DRG acquisition in the Power

Page 24

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

segment. Operating income and operating margin also benefited from the recognition of a gain on a building sale in the Commercial/Industrial segment. These increases were partially offset by favorable contract adjustments within our naval defense business in the prior year period which did not recur as well as an unfavorable shift in mix in the Defense segment. Operating income for the six months ended June 30, 2019 also benefited from the incremental impact of our DRG acquisition.

Non-segment operating expense in the second quarter and six months ended June 30, 2019 increased $3 million, or 37%, to $10 million and $2 million, or 13%, to $20 million, respectively, from the comparable prior year periods. These increases were primarily due to higher 401(k) expenses and higher foreign currency losses.

Interest expense in the second quarter and six months ended June 30, 2019 decreased $2 million, or 17%, to $8 million and $3 million, or 14%, to $15 million, respectively, primarily due to a discretionary $50 million prepayment on our 2013 Notes in October 2018.

The effective tax rate for the three months ended June 30, 2019 of 22.7% was essentially flat compared to an effective tax rate of 22.5% in the prior year period. The effective tax rate for the six months ended June 30, 2019 of 22.0% decreased as compared to an effective tax rate of 24.8% in the prior year period, 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 in the current period.

Comprehensive income in the second quarter of 2019 was $82 million, compared to comprehensive income of $34 million in the prior year period. The change was primarily due to the following:

• Net earnings increased $5 million, primarily due to higher operating income.

• Foreign currency translation adjustments in the second quarter resulted in a $1 million comprehensive gain, compared to a $44 million comprehensive loss in the prior year period. The comprehensive gain during the current period was primarily attributed to increases in the Canadian dollar, partially offset by decreases in the British Pound.

Comprehensive income for the six months ended June 30, 2019 was $148 million, compared to comprehensive income of $96 million in the prior year period. The change was primarily due to the following:

• Net earnings increased $17 million, primarily due to higher operating income, lower interest expense, and higher other income, net.

• Foreign currency translation adjustments for the six months ended June 30, 2019 resulted in a $9 million comprehensive gain, compared to a $28 million comprehensive loss in the prior period. The comprehensive gain during the current period was primarily attributed to increases in the Canadian dollar.

New orders decreased $99 million during the second quarter from the comparable prior year period. The decrease was primarily due to the timing of customer funding on naval defense orders in the Power segment, partially offset by the timing of aerospace defense and naval defense orders in the Defense segment.

New orders increased $43 million during the six months ended June 30, 2019 from the comparable prior year period, primarily due to the timing of naval defense orders in both the Commercial/Industrial and Defense segments.

RESULTS BY BUSINESS SEGMENT

Commercial/Industrial

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

Page 25

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

	Three Months Ended								Six Months Ended
	June 30,								June 30,
(In thousands)	2019			2018			% change		2019			2018			% change
Sales	$	318,267		$	312,463		2	%	$	611,774		$	609,104		—	%
Operating income	56,236			51,736			9	%	95,682			90,961			5	%
Operating margin	17.7		%	16.6		%	110	bps	15.6		%	14.9		%	70	bps
New orders	$	293,962		$	302,537		(3	%)	$	659,218		$	631,815		4	%

Components of sales and operating income increase (decrease):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019 vs. 2018				2019 vs. 2018
	Sales		Operating Income		Sales		Operating Income
Organic	3	%	8	%	2	%	4	%
Acquisitions	—	%	—	%	—	%	—	%
Foreign currency	(1	%)	1	%	(2	%)	1	%
Total	2	%	9	%	—	%	5	%

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.

Sales in the second quarter increased $6 million, or 2%, to $318 million from the prior year period. Sales during the six months ended June 30, 2019 increased $3 million, or less than 1%, to $612 million from the prior year period. The increases for each of the respective periods were primarily due to higher sales in the aerospace defense and commercial aerospace markets. In the aerospace defense market, sales in the second quarter and six months ended June 30, 2019 increased $5 million primarily due to higher sales of actuation systems on the F-35 program. Sales in the commercial aerospace market increased $4 million in the second quarter and six months ended June 30, 2019 primarily due to higher demand for sensors products. These increases were partially offset by lower sales of international surface treatment services and valves in the power generation market. In the naval defense market, sales in the second quarter increased primarily due to higher production on the Virginia-class submarine program, with sales during the six months ended June 30, 2019 decreasing primarily due to the timing of valve production on the CVN-80 aircraft carrier program. Unfavorable foreign currency translation reduced sales $4 million and $8 million in the second quarter and six months ended June 30, 2019, respectively.

Operating income during the second quarter increased $5 million, or 9%, to $56 million from the prior year period, while operating margin increased 110 basis points to 17.7%. Operating income during the six months ended June 30, 2019 increased $5 million, or 5%, to $96 million from the prior year period, while operating margin increased 70 basis points to 15.6%. The respective increases in operating income and operating margin were primarily due to the recognition of a gain on a building sale as well as the benefits of our ongoing margin improvement initiatives. These increases were partially offset by higher research and development expenses and the impact of tariffs.

New orders decreased $9 million during the second quarter from the comparable prior year period. The decrease was primarily due to a decline in new orders for industrial vehicles and surface treatment services. New orders increased $27 million during the six months ended June 30, 2019 from the comparable prior year period, primarily due to the timing of naval defense orders.

Defense

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

Page 26

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

	Three Months Ended								Six Months Ended
	June 30,								June 30,
(In thousands)	2019			2018			% change		2019			2018			% change
Sales	$	144,962		$	146,177		(1	%)	$	265,984		$	265,078		—	%
Operating income	29,661			38,641			(23	%)	47,314			58,369			(19	%)
Operating margin	20.5		%	26.4		%	(590 bps)		17.8		%	22.0		%	(420 bps)
New orders	$	185,796		$	159,365		17	%	$	316,621		$	293,254		8	%

Components of sales and operating income increase (decrease):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019 vs. 2018				2019 vs. 2018
	Sales		Operating Income		Sales		Operating Income
Organic	(3	%)	(25	%)	—	%	(21	%)
Acquisitions	3	%	—	%	1	%	(1	%)
Foreign currency	(1	%)	2	%	(1	%)	3	%
Total	(1	%)	(23	%)	—	%	(19	%)

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

Sales in the second quarter decreased $1 million, or 1%, to $145 million from the prior year period, as higher sales in the ground defense market were offset by lower sales in the naval defense and general industrial markets. Sales in the ground defense market benefited primarily from higher production levels on the Abrams tank platform. In the naval defense market, we experienced lower sales of embedded computing equipment on various programs. The timing of an automotive contract completed in the prior year resulted in lower industrial controls sales in the general industrial market. Sales in the aerospace defense and commercial aerospace markets were essentially flat.

Sales during the six months ended June 30, 2019 increased $1 million, or less than 1%, to $266 million from the prior year period. Sales in the ground defense market benefited primarily from higher production levels on the Abrams tank platform. In the commercial aerospace market, we experienced higher demand for avionics and electronics equipment on various domestic and international platforms. These increases were partially offset by lower industrial controls sales in the general industrial market due to the timing of an automotive contract completed in the prior year period. Sales in the aerospace defense and naval defense markets were essentially flat.

Operating income during the second quarter decreased $9 million, or 23%, to $30 million compared to the prior year period, and operating margin decreased 590 basis points from the prior year quarter to 20.5%. Operating income during the six months ended June 30, 2019 decreased $11 million, or 19%, to $47 million, and operating margin decreased 420 basis points from the prior year period to 17.8%. The decreases in operating income and operating margin for each of the respective periods were primarily due to an unfavorable shift in mix, higher research and development expenses, and favorable contract adjustments within our naval defense business in the prior year period which did not recur.

New orders increased $26 million and $23 million during the second quarter and six months ended June 30, 2019 from the comparable prior year periods, primarily due to the timing of aerospace defense and naval defense orders.

Power

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

Page 27

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

	Three Months Ended								Six Months Ended
	June 30,								June 30,
(In thousands)	2019			2018			% change		2019			2018			% change
Sales	$	175,767		$	161,658		9	%	$	339,552		$	293,638		16	%
Operating income	30,069			19,201			57	%	54,288			34,543			57	%
Operating margin	17.1		%	11.9		%	520	bps	16.0		%	11.8		%	420	bps
New orders	$	121,011		$	238,202		(49	%)	$	371,668		$	379,938		(2	%)

Components of sales and operating income increase (decrease):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019 vs. 2018				2019 vs. 2018
	Sales		Operating Income		Sales		Operating Income
Organic	9	%	57	%	8	%	47	%
Acquisitions	—	%	—	%	8	%	10	%
Foreign currency	—	%	—	%	—	%	—	%
Total	9	%	57	%	16	%	57	%

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

Sales in the second quarter increased $14 million, or 9%, to $176 million from the prior year period. In the naval defense market, sales increased $18 million primarily due to increased production on the Virginia-class submarine program and higher aircraft carrier sales. The naval defense market also benefited from higher spares and service center sales. This increase was partially offset by lower sales in the power generation market primarily due to the timing of production on the AP1000 China Direct program.

Sales for the six months ended June 30, 2019 increased $46 million, or 16%, to $340 million from the prior year period, primarily due to the impact of our DRG acquisition in the second quarter of 2018, which contributed incremental sales of $31 million during the current period. Excluding the impact of DRG, sales in the naval defense market increased $18 million primarily due to increased production on the Virginia-class submarine and CVN-80 aircraft carrier programs. These increases were partially offset by lower sales in the power generation market primarily due to the timing of production on the AP1000 China Direct program.

Operating income in the second quarter of 2019 increased $11 million, or 57%, to $30 million, and operating margin increased 520 basis points from the prior year period to 17.1%. Operating income during the six months ended June 30, 2019 increased $20 million, or 57%, to $54 million, and operating margin increased 420 basis points from the prior year period to 16.0%. The increases in operating income and operating margin for each of the respective periods were primarily due to favorable overhead absorption on higher naval defense sales and the absence of first year purchase accounting costs from our DRG acquisition.

New orders decreased $117 million and $8 million during the second quarter and six months ended June 30, 2019 from the comparable prior year periods, primarily due to the timing of customer funding in the naval defense market.

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 28

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						Six Months Ended
	June 30,						June 30,
(In thousands)	2019		2018		% change		2019		2018		% change
Defense markets:
Aerospace	$	104,426	$	99,654	5	%	$	183,213	$	178,808	2	%
Ground	26,394		20,777		27	%	47,151		43,296		9	%
Naval	149,853		132,347		13	%	280,941		235,835		19	%
Total Defense	$	280,673	$	252,778	11	%	$	511,305	$	457,939	12	%
Commercial markets:
Aerospace	$	108,000	$	104,617	3	%	$	211,222	$	204,021	4	%
Power Generation	93,171		102,316		(9	%)	189,652		200,635		(5	%)
General Industrial	157,152		160,587		(2	%)	305,131		305,225		—	%
Total Commercial	$	358,323	$	367,520	(3	%)	$	706,005	$	709,881	(1	%)
Total Curtiss-Wright	$	638,996	$	620,298	3	%	$	1,217,310	$	1,167,820	4	%

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

Defense markets

Sales during the second quarter increased $28 million, or 11%, to $281 million against the comparable prior year period, primarily due to higher sales in the naval defense and ground defense markets. The naval defense market benefited from increased production on the Virginia-class submarine program, which contributed $12 million in sales. Sales in the ground defense market increased primarily due to higher production levels on the Abrams tank platform.

Sales during the six months ended June 30, 2019 increased $53 million, or 12%, to $511 million, primarily due to higher sales in the naval defense market. This increase was primarily due to the impact of our DRG acquisition in the second quarter of 2018, which contributed incremental sales of $31 million during the current period. Excluding the impact of DRG, sales in the naval defense market increased $14 million primarily due to increased production on the Virginia-class submarine program. Sales in the ground defense market increased primarily due to higher production levels on the Abrams tank platform.

Commercial markets

Sales during the second quarter decreased $9 million, or 3%, to $358 million against the comparable prior year period, while sales during the six months ended June 30, 2019 decreased $4 million, or 1%, to $706 million. The decreases in each of the respective periods were primarily due to lower sales in the power generation market, partially offset by increases in the commercial aerospace market. In the power generation market, we experienced lower sales due to the timing of production on the AP1000 China Direct program as well as lower international sales of surface treatment services and valves. Sales in the commercial aerospace market increased primarily due to higher demand for sensors 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. Management continually evaluates cash utilization alternatives, including share repurchases, acquisitions, increased dividends, and paying down debt, to determine the most beneficial use of available capital resources. We believe that our cash and cash equivalents, cash flow from operations, available borrowings

Page 29

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

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.

Condensed Consolidated Statements of Cash Flows	Six Months Ended
(In thousands)	June 30, 2019			June 30, 2018
Cash provided by (used in):
Operating activities	$	40,386		$	26,685
Investing activities	(74,773		)	(230,489		)
Financing activities	(26,712		)	(45,934		)
Effect of exchange-rate changes on cash	1,377			(6,484		)
Net decrease in cash and cash equivalents	(59,722		)	(256,222		)

Net cash provided by operating activities increased $14 million from the prior year period.  The increase in net cash provided is primarily due to a prior year period voluntary pension contribution of $50 million. Net cash provided during the current period also benefited from higher collections of accounts receivable and lower inventory receipts, partially offset by higher disbursements.

Net cash used for investing activities decreased $156 million from the comparable prior year period primarily due to cash used for acquisitions and higher capital expenditures in the current period. The Corporation acquired one business during the six months ended June 30, 2019 for approximately $50 million. The Corporation acquired one business during the six months ended June 30, 2018 for approximately $213 million. Capital expenditures for the six months ended June 30, 2019 and June 30, 2018 were $33 million and $20 million, respectively. The increase in capital expenditures was primarily due to additional investment related to the new DRG facility in Charleston, South Carolina.

Financing Activities

Debt

The Corporation’s debt outstanding had an average interest rate of 3.7% for both the three and six months ended June 30, 2019 and June 30, 2018. The Corporation’s average debt outstanding was $750 million for both the three and six months ended June 30, 2019 and $905 million and $853 million for the three and six months ended June 30, 2018, respectively.

Revolving Credit Agreement

As of June 30, 2019, the Corporation had no outstanding borrowings under the 2012 Senior Unsecured Revolving Credit Agreement (the “Credit Agreement” or “credit facility”) and $30 million in letters of credit supported by the credit facility. The unused credit available under the Credit Agreement as of June 30, 2019 was $470 million which could be borrowed without violating any of our debt covenants.

Repurchase of common stock

During the six months ended June 30, 2019, the Corporation used $25 million of cash to repurchase approximately 220,000 outstanding shares under its share repurchase program. During the six months ended June 30, 2018, the Corporation used $46 million of cash to repurchase approximately 357,000 outstanding shares under its share repurchase program.

Dividends

The Corporation made dividend payments of $6 million and $7 million during the six months ended June 30, 2019 and June 30, 2018, respectively.

Debt Compliance

Page 30

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

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

As of June 30, 2019, we had the ability to borrow additional debt of $1.6 billion without violating our debt to capitalization covenant.

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 31

Item 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the six months ended June 30, 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 June 30, 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 June 30, 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 June 30, 2019, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 32

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. All parties have agreed in principle to participate in a formal mediation in late 2019 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 six months ended June 30, 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 June 30, 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
April 1 - April 30	37,249	$	112.66	147,713	$	34,129,633
May 1 - May 31	38,385	114.54		186,098	229,732,917
June 1 - June 30	34,091	117.36		220,189	225,731,999
For the quarter ended June 30, 2019	109,725	$	114.78	220,189	$	225,731,999

On December 12, 2018, the Corporation authorized $100 million of share repurchases through a 10b5-1 program. Of this authorization, the Corporation used $50 million for opportunistic share repurchases in December 2018. On May 15, 2019, the

Page 33

Corporation authorized an additional $200 million of share repurchases. For the current year, the Corporation expects to repurchase at least $50 million of additional shares through a 10b5-1 program.

Item 3.                      DEFAULTS UPON SENIOR SECURITIES

None.

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 six months ended June 30, 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 34

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
10.1	Instrument of Amendment No. 10 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*			X
10.2	Instrument of Amendment No. 11 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*			X
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
*	Indicates contract or compensatory plan or arrangement

Page 35

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: August 1, 2019

Page 36

EX-10.1

CURTISS-WRIGHT CORPORATION

SAVINGS AND INVESTMENT PLAN

As Amended and Restated effective January 1, 2015

TENTH INSTRUMENT OF AMENDMENT

Recitals:

1. Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Savings and Investment Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2015.

2. Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan to increase the maximum limit under the automatic escalation program.

3. Section 12.01(a) of the Plan permits the Company to amend the Plan at any time and from time to time.

4. Section 12.01(b) authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company under certain circumstances.

5. Certain of the Plan amendments described herein shall be subject to approval by the Board of Directors.

Amendments to the Plan:

Effective January 1, 2019, Section 3.04A is amended by substituting the numeral “8” for the numeral “6”.

Except to the extent amended by this Instrument of Amendment, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this amendment has been executed on this 15^th day of January 2019.

	Curtiss-Wright Corporation
	Administrative Committee
By:	/s/ Christopher J. McMahon

EX-10.2

CURTISS-WRIGHT CORPORATION

SAVINGS AND INVESTMENT PLAN

As Amended and Restated effective January 1, 2015

ELEVENTH INSTRUMENT OF AMENDMENT

Recitals:

1. Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Savings and Investment Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2015.

2. Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan for the following reasons (capitalized terms used but not defined herein are as defined in the Plan):

a. To provide that those union Employees covered under the collective bargaining agreement covering Employees of the Target Rock operations of Curtiss-Wright Flow Control Corporation hired on or after June 1, 2019, or as soon as administratively practical thereafter, will become eligible to enroll in the Plan as soon as administratively practical after they have completed a Year of Eligibility Service (completion of at least 1,000 Hours of Service within a 12-month period); and

b. To provide for the merger of the Tactical Communications Group, LLC 401(k) Plan into the Plan effective on or about August 1, 2019.

3. Section 12.01(a) of the Plan permits the Company to amend the Plan at any time and from time to time.

4. Section 12.01(b) authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company under certain circumstances.

5. Certain of the Plan amendments described herein shall be subject to approval by the Board of Directors.

Amendments to the Plan:

1. Section 2.01 is amended by adding a new subsection (h) at the end thereof to read as follows:

Effective as of June 1, 2019, or as soon as administratively practical thereafter, and notwithstanding the provisions of Section 2.01(e), but subject to Appendix A, each Employee described in Section 2.01(e)(iii) shall be eligible to become a Member in accordance with the provisions of Section 2.01(a). In no event shall a Casual Employee, Co-Op Student Employee or Temporary Employee be eligible to become a Member.

2. The Tactical Communications Group, LLC 401(k) Plan (the “TCG Plan”) shall be and hereby is merged with and into the Plan effective on or about August 1, 2019, with     the surviving plan being the Plan. Any Member may invest his Accounts, including     amounts transferred to the Plan from the TCG Plan, in accordance with the Plan’s provisions relating to the investment of Members’ Accounts.

Except to the extent amended by this Instrument of Amendment, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this amendment has been executed on this 12^th day of June 2019.

	Curtiss-Wright Corporation
	Administrative Committee
By:	/s/ Christopher J. McMahon

EX-31.1

Exhibit 31.1

Certifications

I, David C. Adams, 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: August 1, 2019

/s/ David C. Adams

David C. Adams

Chairman and Chief Executive Officer

EX-31.2

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: August 1, 2019

/s/ Glenn E. Tynan

Glenn E. Tynan

Vice President and Chief Financial Officer

EX-32

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 June 30, 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

August 1, 2019

/s/ Glenn E. Tynan

Glenn E. Tynan

Vice President and Chief Financial Officer

August 1, 2019

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Jul. 31, 2019
Cover page.
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock
Entity Interactive Data Current	Yes
City Area Code	704
Entity Address, Address Line One	130 Harbour Place Drive, Suite 300
Entity Address, City or Town	Davidson,
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28036
Entity Incorporation, State or Country Code	DE
Entity File Number	1-134
Entity Registrant Name	CURTISS WRIGHT CORP
Entity Central Index Key	0000026324
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2019
Document Transition Report	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity common stock shares outstanding		42,730,098
Trading Symbol	CW
Entity Current Reporting Status	Yes
Emerging Company	false
Small Business	false
Entity Tax Identification Number	13-0612970
Local Phone Number	869-4600
Entity Shell Company	false

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Net Sales
Net sales	$ 638,996	$ 620,298	$ 1,217,310	$ 1,167,820
Total net sales	638,996	620,298	1,217,310	1,167,820
Cost of sales
Total cost of sales	408,952	393,798	790,393	760,129
Gross profit	230,044	226,500	426,917	407,691
Research and development expenses	18,900	15,054	36,141	30,995
Selling expenses	30,693	32,665	62,170	64,185
General and administrative expenses	74,766	76,705	150,876	145,937
Operating income	105,685	102,076	177,730	166,574
Interest expense	(7,960)	(9,566)	(15,232)	(17,770)
Other income, net	5,871	3,971	11,349	8,654
Earnings from continuing operations before income taxes	103,596	96,481	173,847	157,458
Provision for income taxes	(23,524)	(21,693)	(38,182)	(39,027)
Net earnings	$ 80,072	$ 74,788	$ 135,665	$ 118,431
Basic earnings per share
Basic earnings per share (usd per share)	$ 1.87	$ 1.69	$ 3.17	$ 2.68
Diluted earnings per share
Diluted earnings per share (usd per share)	1.86	1.68	3.15	2.66
Dividends per share	$ 0.17	$ 0.15	$ 0.32	$ 0.30
Weighted average shares outstanding:
Basic (shares)	42,758	44,124	42,776	44,144
Diluted (shares)	43,024	44,553	43,038	44,604
Product [Member]
Product sales	$ 532,253	$ 511,676	$ 1,003,852	$ 956,363
Cost of sales
Cost of Goods and Services Sold	342,726	324,184	654,682	623,495
Service [Member]
Net Sales
Net sales	106,743	108,622	213,458	211,457
Cost of sales
Cost of Goods and Services Sold	$ 66,226	$ 69,614	$ 135,711	$ 136,634

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Net earnings		$ 80,072	$ 74,788	$ 135,665	$ 118,431
Other comprehensive income
Foreign currency translation, net of tax	[1]	540	(43,771)	8,782	(28,360)
Pension and postretirement adjustments, net of tax	[2]	1,749	3,062	3,432	5,684
Other comprehensive income (loss), net of tax		2,289	(40,709)	12,214	(22,676)
Comprehensive income		$ 82,361	$ 34,079	$ 147,879	$ 95,755

[1] The tax benefit included in other comprehensive loss for foreign currency translation adjustments for the three and six months ended June 30, 2018 was $2.0 million and $1.2 million, respectively.

[2] The tax expense included in other comprehensive income for pension and postretirement adjustments for the three and six months ended June 30, 2019 was $0.6 million and $1.1 million, respectively. The tax expense included in other comprehensive income for pension and postretirement adjustments for the three and six months ended June 30, 2018 was $0.9 million and $1.8 million, respectively.

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax		$ (2.0)		$ (1.2)
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent	$ 0.6	$ 0.9	$ 1.1	$ 1.8

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 216,344	$ 276,066
Receivables, net	636,058	593,755
Inventories, net	436,190	423,426
Other current assets	48,060	50,719
Total current assets	1,336,652	1,343,966
Property, plant, and equipment, net	375,582	374,660
Goodwill	1,112,781	1,088,032
Other intangible assets, net	433,517	429,567
Operating Lease, Right-of-Use Asset	135,190	0
Other assets	32,918	19,160
Total assets	3,426,640	3,255,385
Current liabilities:
Current portion of long-term debt and short-term debt	0	243
Accounts payable	173,791	232,983
Accrued expenses	138,278	166,954
Income taxes payable	8,521	5,811
Deferred revenue	243,053	236,508
Other current liabilities	74,226	44,829
Total current liabilities	637,869	687,328
Long-term debt	761,476	762,313
Deferred tax liabilities, net	49,929	47,121
Accrued pension and other postretirement benefit costs	97,334	101,227
Long-term operating lease liability	117,789	0
Long-term portion of environmental reserves	16,411	15,777
Other liabilities	93,536	110,838
Total liabilities	1,774,344	1,724,604
Stockholders' Equity
Common stock, $1 par value,100,000,000 shares authorized as of June 30, 2019 and December 31, 2018; 49,187,378 shares issued as of June 30, 2019 and December 31, 2018; outstanding shares were 42,715,831 as of June 30, 2019 and 42,772,417 as of December 31, 2018	49,187	49,187
Additional paid in capital	116,835	118,234
Retained earnings	2,339,703	2,191,471
Accumulated other comprehensive loss	(302,490)	(288,447)
Common treasury stock, at cost (6,471,547 shares as of June 30, 2019 and 6,414,961 shares as of December 31, 2018)	(550,939)	(539,664)
Total stockholders' equity	1,652,296	1,530,781
Total liabilities and stockholders' equity	$ 3,426,640	$ 3,255,385

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value (usd per share)	$ 1	$ 1
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	49,187,378	49,187,378
Common Stock, Shares, Outstanding	42,715,831	42,772,417
Treasury Stock, Shares	6,471,547	6,414,961

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net earnings	$ 135,665	$ 118,431
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization	51,600	51,257
Gain (Loss) on Disposition of Business	0	(2,149)
Gain on fixed asset disposals	(6,080)	(897)
Deferred income taxes	1,450	5,554
Share-based compensation	6,980	7,801
Change in operating assets and liabilities, net of businesses acquired and divested:
Accounts receivable, net	(37,621)	(57,522)
Inventories, net	(11,080)	(43,625)
Progress payments	(356)	6,718
Accounts payable and accrued expenses	(87,430)	(38,621)
Deferred revenue	5,278	17,865
Income taxes payable	2,872	(7,712)
Net pension and postretirement liabilities	311	(48,265)
Other current and long-term assets and liabilities	(21,203)	17,850
Net cash provided by operating activities	40,386	26,685
Cash flows from investing activities:
Proceeds from sales and disposals of long lived assets	8,920	4,328
Proceeds from Divestiture of Businesses		(268)
Payments to Acquire Intangible Assets	(147)	(1,500)
Additions to property, plant, and equipment	(33,471)	(19,852)
Acquisition of businesses, net of cash acquired	(50,075)	(212,737)
Payments for (Proceeds from) Previous Acquisition		(460)
Net cash used for investing activities	(74,773)	(230,489)
Cash flows from financing activities:
Borrowings under revolving credit facility	7,318	367,762
Payment of revolving credit facility	(7,561)	(366,953)
Repurchases of common stock	(25,065)	(46,115)
Proceeds from share-based compensation	5,411	6,360
Dividends paid	(6,420)	(6,623)
Proceeds from (Payments for) Other Financing Activities	(395)	(365)
Net cash used for financing activities	(26,712)	(45,934)
Effect of exchange-rate changes on cash	1,377	(6,484)
Net decrease in cash and cash equivalents	(59,722)	(256,222)
Cash and cash equivalents at beginning of period	276,066	475,120
Cash and cash equivalents at end of period	216,344	218,898
Supplemental disclosure of non-cash activities:
Capital expenditures incurred but not yet paid	$ 85	$ 425

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock Member	Additional Paid In Capital Member	Retained Earnings Member	Accumulated Other Comprehensive Loss Member	Treasury Stock Member
Accumulated other comprehensive loss	$ (216,840)
Beginning Balance at Dec. 31, 2017		$ 49,187	$ 120,609	$ 1,944,324	$ (216,840)	$ (369,480)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	118,431
Other Comprehensive Income (Loss), Net of Tax	(22,676)				(22,676)
Dividends paid/declared				(13,231)
Restricted stock			(6,923)			6,923
Stock options exercised			(1,535)			7,896
Other			(725)			725
Share-based compensation			7,599			201
Repurchases of common stock						(46,115)
Ending Balance at Jun. 30, 2018		49,187	119,025	2,047,250	(239,516)	(399,850)
Beginning Balance at Dec. 31, 2017		49,187	120,609	1,944,324	(216,840)	(369,480)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings				118,431
Other Comprehensive Income (Loss), Net of Tax	(71,607)
Ending Balance at Dec. 31, 2018	1,530,781	49,187	118,234	2,191,471	(288,447)	(539,664)
Beginning Balance at Mar. 31, 2018		49,187	116,221	1,979,051	(198,807)	(366,677)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	74,788			74,788
Other Comprehensive Income (Loss), Net of Tax	(40,709)				(40,709)
Dividends paid/declared				(6,589)
Restricted stock			(95)			95
Stock options exercised			(298)			507
Share-based compensation			3,197			12
Repurchases of common stock						(33,787)
Ending Balance at Jun. 30, 2018		49,187	119,025	2,047,250	(239,516)	(399,850)
Cumulative Effect of New Accounting Principle in Period of Adoption | Accounting Standards Update 2014-09 [Member]				(2,274)
Accumulated other comprehensive loss	(288,447)
Beginning Balance at Dec. 31, 2018	1,530,781	49,187	118,234	2,191,471	(288,447)	(539,664)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	135,665			135,665
Other Comprehensive Income (Loss), Net of Tax	12,214				12,214
Dividends paid/declared				(13,690)
Restricted stock			(5,491)			5,491
Stock options exercised			(1,822)			7,233
Other			(661)			661
Share-based compensation			6,575			405
Repurchases of common stock						(25,065)
Ending Balance at Jun. 30, 2019	1,652,296	49,187	116,835	2,339,703	(302,490)	(550,939)
Beginning Balance at Mar. 31, 2019		49,187	114,696	2,266,902	(304,779)	(540,426)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	80,072			80,072
Other Comprehensive Income (Loss), Net of Tax	2,289				2,289
Dividends paid/declared				(7,271)
Stock options exercised			(1,303)			2,038
Share-based compensation			3,442			43
Repurchases of common stock						(12,594)
Ending Balance at Jun. 30, 2019	1,652,296	$ 49,187	$ 116,835	$ 2,339,703	$ (302,490)	$ (550,939)
Accumulated other comprehensive loss	$ (302,490)

XML

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

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 using the over-time revenue recognition accounting method, 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, fair value estimates around assets and assumed liabilities from acquisitions, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. During the three and six months ended June 30, 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.

XML

REVENUE (Notes)

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

2.           REVENUE

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

Performance Obligations

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

The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis. Revenue recognized on an over-time basis for both the three months and six months ended June 30, 2019 accounted for approximately 48% of total net sales. Revenue recognized on an over-time basis for both the three months and six months ended June 30, 2018 accounted for approximately 45% of total net sales. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Revenue recognized at a point-in-time for both the three months and six months ended June 30, 2019 accounted for approximately 52% of total net sales. Revenue recognized at a point-in-time for both the three months and six months ended June 30, 2018 accounted for approximately 55% of total net sales. 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 $2.2 billion as of June 30, 2019, of which the Corporation expects to recognize approximately 90% 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:

Total Net Sales by End Market and Customer Type	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2019		2018		2019		2018
Defense
Aerospace	$	104,426	$	99,654	$	183,213	$	178,808
Ground	26,394		20,777		47,151		43,296
Naval	149,853		132,347		280,941		235,835
Total Defense Customers	$	280,673	$	252,778	$	511,305	$	457,939
Commercial
Aerospace	$	108,000	$	104,617	$	211,222	$	204,021
Power Generation	93,171		102,316		189,652		200,635
General Industrial	157,152		160,587		305,131		305,225
Total Commercial Customers	$	358,323	$	367,520	$	706,005	$	709,881
Total	$	638,996	$	620,298	$	1,217,310	$	1,167,820
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 six months ended June 30, 2019 and 2018 included in the contract liabilities balance at the beginning of the year was approximately $133 million and $113 million, respectively. Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Condensed Consolidated Balance Sheet.

XML

ACQUISITIONS

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

ACQUISITIONS

3.           ACQUISITIONS

The Corporation continually evaluates potential acquisitions that either strategically fit within the Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets.  The Corporation has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Corporation's financial statements.  This goodwill arises because the acquisition purchase price reflects 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 six months ended June 30, 2019, the Corporation acquired one business for an aggregate purchase price of $50 million, which is described in more detail below. During the six months ended June 30, 2018, the Corporation acquired one business for an aggregate purchase price of $213 million, which is described in more detail below.

The Condensed Consolidated Statement of Earnings for the six months ended June 30, 2019 includes $4 million of total net sales and $1 million of net losses from the Corporation's 2019 acquisition. The Condensed Consolidated Statement of Earnings for the six months ended June 30, 2018 includes $22 million of total net sales and $3 million of net losses from the Corporation's 2018 acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during the six months ended June 30, 2019 and 2018.

(In thousands)	2019			2018
Accounts receivable	$	2,300		$	8,143
Inventory	322			49,508
Property, plant, and equipment	648			3,203
Other current and non-current assets	479			47
Intangible assets	26,000			141,100
Operating lease right-of-use assets, net	1,393			—
Current and non-current liabilities	(3,252		)	(6,734		)
Net tangible and intangible assets	27,890			195,267
Purchase price, net of cash acquired	50,075			212,737
Goodwill	$	22,185		$	17,470
Goodwill deductible for tax purposes	$	22,185		$	17,470

2019 Acquisition

Tactical Communications Group (TCG)

On March 15, 2019, the Corporation acquired 100% of the membership interest of TCG for $50.1 million, net of cash acquired. The Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. TCG is a designer and manufacturer of tactical data link software solutions for critical military communications systems. The acquired business operates within the Defense segment. The acquisition is subject to post-closing adjustments with the purchase price allocation not yet complete.

2018 Acquisition

Dresser-Rand Government Business (DRG)

On April 2, 2018, the Corporation acquired certain assets and assumed certain liabilities of DRG for $212.7 million in cash. The Asset Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type. DRG is a designer and manufacturer of mission-critical, high-speed rotating equipment solutions and also acts as the sole supplier of steam turbines and main engine guard valves on all aircraft carrier programs. The acquired business operates within the Corporation's Power segment.

XML

RECEIVABLES

6 Months Ended

Jun. 30, 2019

Receivables [Abstract]

RECEIVABLES

RECEIVABLES

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

The composition of receivables is as follows:

(In thousands)	June 30, 2019			December 31, 2018
Billed receivables:
Trade and other receivables	$	415,774		$	390,306
Less: Allowance for doubtful accounts	(9,003		)	(7,436		)
Net billed receivables	406,771			382,870
Unbilled receivables (Contract Assets):
Recoverable costs and estimated earnings not billed	243,403			225,810
Less: Progress payments applied	(14,116		)	(14,925		)
Net unbilled receivables	229,287			210,885
Receivables, net	$	636,058		$	593,755

XML

INVENTORIES

6 Months Ended

Jun. 30, 2019

Inventory, Net [Abstract]

INVENTORIES

    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)	June 30, 2019			December 31, 2018
Raw materials	$	191,678		$	214,442
Work-in-process	91,848			74,536
Finished goods	143,360			143,016
Inventoried costs related to U.S. Government and other long-term contracts	70,684			54,195
Gross inventories	497,570			486,189
Less:  Inventory reserves	(53,808		)	(55,776		)
Progress payments applied	(7,572		)	(6,987		)
Inventories, net	$	436,190		$	423,426

Inventoried costs related to long-term contracts include capitalized contract development costs related to certain aerospace and defense programs of $43.6 million and $44.4 million as of June 30, 2019 and December 31, 2018, respectively. These capitalized costs will be liquidated as units are produced.  As of June 30, 2019 and December 31, 2018, $32.5 million and $18.7 million, respectively, are scheduled to be liquidated under existing firm orders.

XML

GOODWILL

6 Months Ended

Jun. 30, 2019

Goodwill [Abstract]

GOODWILL

GOODWILL

The changes in the carrying amount of goodwill for the six months ended June 30, 2019 are as follows:

(In thousands)	Commercial/Industrial		Defense			Power		Consolidated
December 31, 2018	$	442,015	$	448,871		$	197,146	$	1,088,032
Acquisitions	—		22,185			—		22,185
Adjustments	—		(208		)	—		(208		)
Foreign currency translation adjustment	155		2,489			128		2,772
June 30, 2019	$	442,170	$	473,337		$	197,274	$	1,112,781

XML

OTHER INTANGIBLE ASSETS, NET

6 Months Ended

Jun. 30, 2019

Intangible Assets, Net (Excluding Goodwill) [Abstract]

OTHER INTANGIBLE ASSETS, NET

OTHER INTANGIBLE ASSETS, NET

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

	June 30, 2019							December 31, 2018
(In thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Technology	$	245,480	$	(133,102	)	$	112,378	$	238,212	$	(123,156	)	$	115,056
Customer related intangibles	378,846		(204,767		)	174,079		358,832		(193,455		)	165,377
Programs (1)	144,000		(9,000		)	135,000		144,000		(5,400		)	138,600
Other intangible assets	41,123		(29,063		)	12,060		40,340		(29,806		)	10,534
Total	$	809,449	$	(375,932	)	$	433,517	$	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 six months ended June 30, 2019, the Corporation acquired intangible assets of $26.0 million. The Corporation acquired Customer-related intangibles of $18.9 million, Technology of $6.3 million, and Other intangible assets of $0.8 million, which have a weighted average amortization period of 14.6 years, 15.0 years, and 8.0 years, respectively.

Total intangible amortization expense for the six months ended June 30, 2019 was $22.6 million as compared to $21.1 million in the comparable prior year period.  The estimated amortization expense for the five years ending December 31, 2019 through 2023 is $45.2 million, $43.4 million, $41.5 million, $39.0 million, and $35.3 million, respectively.

XML

LEASES LEASES

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

LEASES

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		Six Months Ended
(In thousands)	June 30, 2019		June 30, 2019
Operating lease cost	$	7,146	$	15,358
Finance lease cost:
Amortization of right-of-use assets	$	199	$	396
Interest on lease liabilities	125		253
Total finance lease cost	$	324	$	649

Supplemental cash flow information related to leases was as follows:

	Six Months Ended
(In thousands)	June 30, 2019
Cash used for operating activities:
Operating cash flows from operating leases	$	(15,207	)
Operating cash flows from finance leases	(253		)
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	1,711

Supplemental balance sheet information related to leases was as follows:

(In thousands, except lease term and discount rate)	As of June 30, 2019
Operating Leases
Operating lease right-of-use assets, net	$	135,190
Other current liabilities	$	23,328
Long-term operating lease liability	117,789
Total operating lease liabilities	$	141,117
Finance Leases
Property, plant, and equipment	$	15,561
Accumulated depreciation	(5,014		)
Property, plant, and equipment, net	$	10,547
Other current liabilities	$	777
Other liabilities	11,431
Total finance lease liabilities	$	12,208
Weighted average remaining lease term
Operating leases	8.1 years
Finance leases	10.2 years
Weighted average discount rate
Operating leases	3.85		%
Finance leases	4.05		%

Maturities of lease liabilities were as follows:

	As of June 30, 2019
(In thousands)	Operating Leases			Finance Leases
2019	$	14,448		$	660
2020	27,560			1,342
2021	24,553			1,375
2022	18,358			1,410
2023	16,527			1,445
Thereafter	64,403			8,892
Total lease payments	$	165,849		$	15,124
Less: imputed interest	(24,732		)	(2,916		)
Total	$	141,117		$	12,208

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 June 30, 2019 as the Corporation has not yet obtained the right to control the use of the facility.

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

Forward Foreign Exchange and Currency Option Contracts

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

Interest Rate Risks and Related Strategies

The Corporation’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt. 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 June 30, 2019 and December 31, 2018, the fair values of the asset and liability derivative instruments were immaterial.

Effects on Condensed Consolidated Statements of Earnings

Undesignated hedges

The location and amount of gains or (losses) recognized in income on forward exchange derivative contracts not designated for hedge accounting for the three and six months ended June 30, were as follows:

	Three Months Ended						Six Months Ended
(In thousands)	June 30,						June 30,
Derivatives not designated as hedging instrument	2019			2018			2019		2018
Forward exchange contracts:
General and administrative expenses	$	(2,158	)	$	(2,871	)	$	1,431	$	(2,518	)

Debt

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issuances as of June 30, 2019.  Accordingly, all of the Corporation’s debt is valued as a Level 2 financial instrument.  The fair values described below may not be indicative of net realizable value or reflective of future fair values.  Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

	June 30, 2019						December 31, 2018
(In thousands)	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
3.84% Senior notes due 2021	100,000			101,995			100,000			100,359
3.70% Senior notes due 2023	202,500			207,217			202,500			201,813
3.85% Senior notes due 2025	90,000			93,385			90,000			89,711
4.24% Senior notes due 2026	200,000			212,152			200,000			202,288
4.05% Senior notes due 2028	67,500			70,686			67,500			66,942
4.11% Senior notes due 2028	90,000			94,742			90,000			89,647
Other debt	—			—			243			243
Total debt	750,000			780,177			750,243			751,003
Debt issuance costs, net	(654		)	(654		)	(714		)	(714		)
Unamortized interest rate swap proceeds	12,130			12,130			13,027			13,027
Total debt, net	$	761,476		$	791,653		$	762,556		$	763,316

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

6 Months Ended

Jun. 30, 2019

Retirement Benefits, Description [Abstract]

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

PENSION PLANS

Defined Benefit Pension Plans

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

The components of net periodic pension cost for the three and six months ended June 30, 2019 and 2018 were as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018
Service cost	$	5,825		$	6,495		$	11,651		$	13,001
Interest cost	7,371			6,521			14,743			13,055
Expected return on plan assets	(14,882		)	(14,695		)	(29,766		)	(29,411		)
Amortization of prior service cost	(70		)	(62		)	(141		)	(125		)
Amortization of unrecognized actuarial loss	2,592			3,903			5,184			7,809
Net periodic pension cost	$	836		$	2,162		$	1,671		$	4,329

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 six months ended June 30, 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 and six months ended June 30, 2019, the expense relating to the plan was $4.2 million and $9.6 million, respectively. During the three and six months ended June 30, 2018, the expense relating to the plan was $3.2 million and $7.4 million, respectively. The Corporation made $13.1 million in contributions to the plan during the six months ended June 30, 2019, and expects to make total contributions of $15.1 million in 2019.

XML

EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

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

	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In thousands)	2019	2018	2019	2018
Basic weighted-average shares outstanding	42,758	44,124	42,776	44,144
Dilutive effect of stock options and deferred stock compensation	266	429	262	460
Diluted weighted-average shares outstanding	43,024	44,553	43,038	44,604

For the three and six months ended June 30, 2019 and 2018, there were no anti-dilutive equity-based awards.

XML

SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

SEGMENT INFORMATION

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.

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018
Net sales
Commercial/Industrial	$	318,572		$	312,605		$	612,322		$	609,358
Defense	145,571			148,085			267,068			268,968
Power	176,582			162,049			340,729			294,207
Less: Intersegment revenues	(1,729		)	(2,441		)	(2,809		)	(4,713		)
Total consolidated	$	638,996		$	620,298		$	1,217,310		$	1,167,820
Operating income (expense)
Commercial/Industrial	$	56,236		$	51,736		$	95,682		$	90,961
Defense	29,661			38,641			47,314			58,369
Power	30,069			19,201			54,288			34,543
Corporate and eliminations (1)	(10,281		)	(7,502		)	(19,554		)	(17,299		)
Total consolidated	$	105,685		$	102,076		$	177,730		$	166,574

⁽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 are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2019		2018		2019		2018
Total operating income	$	105,685	$	102,076	$	177,730	$	166,574
Interest expense	7,960		9,566		15,232		17,770
Other income, net	5,871		3,971		11,349		8,654
Earnings before income taxes	$	103,596	$	96,481	$	173,847	$	157,458

(In thousands)	June 30, 2019		December 31, 2018
Identifiable assets
Commercial/Industrial	$	1,467,700	$	1,398,601
Defense	1,068,806		961,298
Power	771,379		720,073
Corporate and Other	118,755		175,413
Total consolidated	$	3,426,640	$	3,255,385

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

(In thousands)	Foreign currency translation adjustments, net			Total pension and postretirement adjustments, net			Accumulated other comprehensive income (loss)
December 31, 2017	$	(94,708	)	$	(122,132	)	$	(216,840	)
Other comprehensive income (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)	8,782			(55		)	8,727
Amounts reclassified from accumulated other comprehensive income (loss) (1)	—			3,487			3,487
Net current period other comprehensive income	8,782			3,432			12,214
Cumulative effect from adoption of ASU 2018-02 (2)	(1,318		)	(24,939		)	(26,257		)
June 30, 2019	$	(139,684	)	$	(162,806	)	$	(302,490	)

⁽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 AOCI			Affected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans
Amortization of prior service costs	470			(1)
Amortization of actuarial losses	(5,092		)	(1)
	(4,622		)	Total before tax
	1,135			Income tax
Total reclassifications	$	(3,487	)	Net of tax

⁽¹⁾ 

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

XML

CONTINGENCIES AND COMMITMENTS

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES AND COMMITMENTS

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. All parties have agreed in principle to participate in a formal mediation in late 2019 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.

In addition to the CNRL litigation, 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 June 30, 2019 and December 31, 2018, there were $29.8 million and $21.7 million of stand-by letters of credit outstanding, respectively, and $10.9 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

The Electro-Mechanical Division, which is within the Corporation’s Power segment, is the reactor coolant pump (RCP) supplier for the Westinghouse 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 Westinghouse stating entitlements to the maximum amount of liquidated damages allowable under the AP1000 China contract from Westinghouse 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 June 30, 2019, the Corporation has not met certain contractual delivery dates under its AP 1000 China and U.S. 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 June 30, 2019.  As of June 30, 2019, the range of possible loss is $0 to $31 million for the AP1000 U.S. contract, for a total range of possible loss of $0 to $55.5 million.

Earlier this year, the Corporation was notified of a RCP fault at the Sanmen 2 AP1000 nuclear reactor in China. At this time, the root-cause of this situation is presently limited to a single RCP. We are in the process of evaluating the cause(s) in conjunction with Westinghouse and China. The Corporation’s legal liability is limited to the cost of repairing or replacing the RCP.

XML

BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis Of Accounting

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 using the over-time revenue recognition accounting method, 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, fair value estimates around assets and assumed liabilities from acquisitions, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. During the three and six months ended June 30, 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.

New Accounting Pronouncements, Policy [Policy Text Block]

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.

XML

BASIS OF PRESENTATION Tables (Tables)

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

Recent accounting pronouncements adopted

XML

ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

(In thousands)	2019			2018
Accounts receivable	$	2,300		$	8,143
Inventory	322			49,508
Property, plant, and equipment	648			3,203
Other current and non-current assets	479			47
Intangible assets	26,000			141,100
Operating lease right-of-use assets, net	1,393			—
Current and non-current liabilities	(3,252		)	(6,734		)
Net tangible and intangible assets	27,890			195,267
Purchase price, net of cash acquired	50,075			212,737
Goodwill	$	22,185		$	17,470
Goodwill deductible for tax purposes	$	22,185		$	17,470

XML

RECEIVABLES (Table)

6 Months Ended

Jun. 30, 2019

Receivables [Abstract]

Schedule Of Accounts Notes Loans And Financing Receivable

The composition of receivables is as follows:

(In thousands)	June 30, 2019			December 31, 2018
Billed receivables:
Trade and other receivables	$	415,774		$	390,306
Less: Allowance for doubtful accounts	(9,003		)	(7,436		)
Net billed receivables	406,771			382,870
Unbilled receivables (Contract Assets):
Recoverable costs and estimated earnings not billed	243,403			225,810
Less: Progress payments applied	(14,116		)	(14,925		)
Net unbilled receivables	229,287			210,885
Receivables, net	$	636,058		$	593,755

XML

INVENTORIES (Table)

6 Months Ended

Jun. 30, 2019

Inventory, Net [Abstract]

Schedule Of Inventory

(In thousands)	June 30, 2019			December 31, 2018
Raw materials	$	191,678		$	214,442
Work-in-process	91,848			74,536
Finished goods	143,360			143,016
Inventoried costs related to U.S. Government and other long-term contracts	70,684			54,195
Gross inventories	497,570			486,189
Less:  Inventory reserves	(53,808		)	(55,776		)
Progress payments applied	(7,572		)	(6,987		)
Inventories, net	$	436,190		$	423,426

XML

GOODWILL (Table)

6 Months Ended

Jun. 30, 2019

Goodwill [Abstract]

Schedule Of Goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2019 are as follows:

(In thousands)	Commercial/Industrial		Defense			Power		Consolidated
December 31, 2018	$	442,015	$	448,871		$	197,146	$	1,088,032
Acquisitions	—		22,185			—		22,185
Adjustments	—		(208		)	—		(208		)
Foreign currency translation adjustment	155		2,489			128		2,772
June 30, 2019	$	442,170	$	473,337		$	197,274	$	1,112,781

XML

OTHER INTANGIBLE ASSETS, NET (Table)

6 Months Ended

Jun. 30, 2019

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule Of Intangible Assets By Major Class

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

	June 30, 2019							December 31, 2018
(In thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Technology	$	245,480	$	(133,102	)	$	112,378	$	238,212	$	(123,156	)	$	115,056
Customer related intangibles	378,846		(204,767		)	174,079		358,832		(193,455		)	165,377
Programs (1)	144,000		(9,000		)	135,000		144,000		(5,400		)	138,600
Other intangible assets	41,123		(29,063		)	12,060		40,340		(29,806		)	10,534
Total	$	809,449	$	(375,932	)	$	433,517	$	781,384	$	(351,817	)	$	429,567

XML

LEASES LEASES (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Lease, Cost

The components of lease expense were as follows:

	Three Months Ended		Six Months Ended
(In thousands)	June 30, 2019		June 30, 2019
Operating lease cost	$	7,146	$	15,358
Finance lease cost:
Amortization of right-of-use assets	$	199	$	396
Interest on lease liabilities	125		253
Total finance lease cost	$	324	$	649

Supplemental cash flow information related to leases was as follows:

	Six Months Ended
(In thousands)	June 30, 2019
Cash used for operating activities:
Operating cash flows from operating leases	$	(15,207	)
Operating cash flows from finance leases	(253		)
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	1,711

Assets And Liabilities, Lessee

Supplemental balance sheet information related to leases was as follows:

(In thousands, except lease term and discount rate)	As of June 30, 2019
Operating Leases
Operating lease right-of-use assets, net	$	135,190
Other current liabilities	$	23,328
Long-term operating lease liability	117,789
Total operating lease liabilities	$	141,117
Finance Leases
Property, plant, and equipment	$	15,561
Accumulated depreciation	(5,014		)
Property, plant, and equipment, net	$	10,547
Other current liabilities	$	777
Other liabilities	11,431
Total finance lease liabilities	$	12,208
Weighted average remaining lease term
Operating leases	8.1 years
Finance leases	10.2 years
Weighted average discount rate
Operating leases	3.85		%
Finance leases	4.05		%

Lessee, Operating Lease, Liability, Maturity

Maturities of lease liabilities were as follows:

	As of June 30, 2019
(In thousands)	Operating Leases			Finance Leases
2019	$	14,448		$	660
2020	27,560			1,342
2021	24,553			1,375
2022	18,358			1,410
2023	16,527			1,445
Thereafter	64,403			8,892
Total lease payments	$	165,849		$	15,124
Less: imputed interest	(24,732		)	(2,916		)
Total	$	141,117		$	12,208

Finance Lease, Liability, Maturity

Maturities of lease liabilities were as follows:

	As of June 30, 2019
(In thousands)	Operating Leases			Finance Leases
2019	$	14,448		$	660
2020	27,560			1,342
2021	24,553			1,375
2022	18,358			1,410
2023	16,527			1,445
Thereafter	64,403			8,892
Total lease payments	$	165,849		$	15,124
Less: imputed interest	(24,732		)	(2,916		)
Total	$	141,117		$	12,208

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Table)

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Derivatives Not Designated as Hedging Instruments [Table Text Block]

Undesignated hedges

The location and amount of gains or (losses) recognized in income on forward exchange derivative contracts not designated for hedge accounting for the three and six months ended June 30, were as follows:

	Three Months Ended						Six Months Ended
(In thousands)	June 30,						June 30,
Derivatives not designated as hedging instrument	2019			2018			2019		2018
Forward exchange contracts:
General and administrative expenses	$	(2,158	)	$	(2,871	)	$	1,431	$	(2,518	)

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

	June 30, 2019						December 31, 2018
(In thousands)	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
3.84% Senior notes due 2021	100,000			101,995			100,000			100,359
3.70% Senior notes due 2023	202,500			207,217			202,500			201,813
3.85% Senior notes due 2025	90,000			93,385			90,000			89,711
4.24% Senior notes due 2026	200,000			212,152			200,000			202,288
4.05% Senior notes due 2028	67,500			70,686			67,500			66,942
4.11% Senior notes due 2028	90,000			94,742			90,000			89,647
Other debt	—			—			243			243
Total debt	750,000			780,177			750,243			751,003
Debt issuance costs, net	(654		)	(654		)	(714		)	(714		)
Unamortized interest rate swap proceeds	12,130			12,130			13,027			13,027
Total debt, net	$	761,476		$	791,653		$	762,556		$	763,316

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Table)

6 Months Ended

Jun. 30, 2019

Pension Plans Defined Benefit [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule Of Defined Benefit Plans Disclosures

The components of net periodic pension cost for the three and six months ended June 30, 2019 and 2018 were as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018
Service cost	$	5,825		$	6,495		$	11,651		$	13,001
Interest cost	7,371			6,521			14,743			13,055
Expected return on plan assets	(14,882		)	(14,695		)	(29,766		)	(29,411		)
Amortization of prior service cost	(70		)	(62		)	(141		)	(125		)
Amortization of unrecognized actuarial loss	2,592			3,903			5,184			7,809
Net periodic pension cost	$	836		$	2,162		$	1,671		$	4,329

XML

EARNINGS PER SHARE (Table)

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Reconciliation

A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In thousands)	2019	2018	2019	2018
Basic weighted-average shares outstanding	42,758	44,124	42,776	44,144
Dilutive effect of stock options and deferred stock compensation	266	429	262	460
Diluted weighted-average shares outstanding	43,024	44,553	43,038	44,604

XML

SEGMENT INFORMATION (Table)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Schedule Of Segment Reporting Information By Segment

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018
Net sales
Commercial/Industrial	$	318,572		$	312,605		$	612,322		$	609,358
Defense	145,571			148,085			267,068			268,968
Power	176,582			162,049			340,729			294,207
Less: Intersegment revenues	(1,729		)	(2,441		)	(2,809		)	(4,713		)
Total consolidated	$	638,996		$	620,298		$	1,217,310		$	1,167,820
Operating income (expense)
Commercial/Industrial	$	56,236		$	51,736		$	95,682		$	90,961
Defense	29,661			38,641			47,314			58,369
Power	30,069			19,201			54,288			34,543
Corporate and eliminations (1)	(10,281		)	(7,502		)	(19,554		)	(17,299		)
Total consolidated	$	105,685		$	102,076		$	177,730		$	166,574

⁽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.

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2019		2018		2019		2018
Total operating income	$	105,685	$	102,076	$	177,730	$	166,574
Interest expense	7,960		9,566		15,232		17,770
Other income, net	5,871		3,971		11,349		8,654
Earnings before income taxes	$	103,596	$	96,481	$	173,847	$	157,458

Reconciliation Of Assets From Segment To Consolidated

(In thousands)	June 30, 2019		December 31, 2018
Identifiable assets
Commercial/Industrial	$	1,467,700	$	1,398,601
Defense	1,068,806		961,298
Power	771,379		720,073
Corporate and Other	118,755		175,413
Total consolidated	$	3,426,640	$	3,255,385

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Table)

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Schedule of Comprehensive Income (Loss)

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

(In thousands)	Foreign currency translation adjustments, net			Total pension and postretirement adjustments, net			Accumulated other comprehensive income (loss)
December 31, 2017	$	(94,708	)	$	(122,132	)	$	(216,840	)
Other comprehensive income (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)	8,782			(55		)	8,727
Amounts reclassified from accumulated other comprehensive income (loss) (1)	—			3,487			3,487
Net current period other comprehensive income	8,782			3,432			12,214
Cumulative effect from adoption of ASU 2018-02 (2)	(1,318		)	(24,939		)	(26,257		)
June 30, 2019	$	(139,684	)	$	(162,806	)	$	(302,490	)

Reclassification out of Accumulated Other Comprehensive Income

Details of amounts reclassified from accumulated other comprehensive income (loss) are below:

(In thousands)	Amount reclassified from AOCI			Affected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans
Amortization of prior service costs	470			(1)
Amortization of actuarial losses	(5,092		)	(1)
	(4,622		)	Total before tax
	1,135			Income tax
Total reclassifications	$	(3,487	)	Net of tax

⁽¹⁾ 

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

XML

RECLASSIFICATIONS FOR ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Right-of-Use Asset	$ 135,190	$ 0
Operating Lease, Liability	141,117
Retained earnings	2,339,703	2,191,471
Accumulated other comprehensive loss	(302,490)	$ (288,447)	$ (216,840)
Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Right-of-Use Asset	151,000
Operating Lease, Liability	151,000
Accounting Standards Update 2018-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings	26,257
Accumulated other comprehensive loss	$ (26,257)

XML

REVENUE DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Disaggregation of Revenue [Line Items]
Net sales	$ 638,996	$ 620,298	$ 1,217,310	$ 1,167,820
Defense [Member]
Disaggregation of Revenue [Line Items]
Net sales	280,673	252,778	511,305	457,939
Commercial [Member]
Disaggregation of Revenue [Line Items]
Net sales	358,323	367,520	706,005	709,881
Defense Aerospace [Member] | Defense [Member]
Disaggregation of Revenue [Line Items]
Net sales	104,426	99,654	183,213	178,808
Defense Ground [Member] | Defense [Member]
Disaggregation of Revenue [Line Items]
Net sales	26,394	20,777	47,151	43,296
Naval [Member] | Defense [Member]
Disaggregation of Revenue [Line Items]
Net sales	149,853	132,347	280,941	235,835
Commercial Aerospace [Member] | Commercial [Member]
Disaggregation of Revenue [Line Items]
Net sales	108,000	104,617	211,222	204,021
Power Generation [Member] | Commercial [Member]
Disaggregation of Revenue [Line Items]
Net sales	93,171	102,316	189,652	200,635
General Industrial [Member] | Commercial [Member]
Disaggregation of Revenue [Line Items]
Net sales	$ 157,152	$ 160,587	$ 305,131	$ 305,225
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Net Sales, Net, Percent	48.00%	45.00%	48.00%	45.00%
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Net Sales, Net, Percent	52.00%	55.00%	52.00%	55.00%

XML

REVENUE ADDITIONAL DETAILS (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Revenue from Contract with Customer [Abstract]
Contract with Customer, Liability, Revenue Recognized	$ 133	$ 113
Revenue, Remaining Performance Obligation, Amount	$ 2,200
Revenue, Remaining Performance Obligation, Percentage	90.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation	12 -36 months

XML

ACQUISITIONS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 50,075	$ 212,737
Goodwill	1,112,781		$ 1,088,032
2018 acquisitions [Member]
Business Acquisition [Line Items]
Accounts Receivable		8,143
Inventory		49,508
Property, Plant, and Equipment		3,203
Other Current and Non-current Assets		47
Intangible Assets, Other than Goodwill		141,100
Current and Non-current Liabilities		(6,734)
Net Tangible and Intangible Assets		195,267
Payments to Acquire Businesses, Gross		212,737
Goodwill		17,470
Goodwill, Expected Tax Deductible Amount		$ 17,470
2019 acquisitions [Member]
Business Acquisition [Line Items]
Accounts Receivable	2,300
Inventory	322
Property, Plant, and Equipment	648
Other Current and Non-current Assets	479
Intangible Assets, Other than Goodwill	26,000
Right of Use Assets	1,393
Current and Non-current Liabilities	(3,252)
Net Tangible and Intangible Assets	27,890
Purchase Price, Net of Cash Acquired	50,075
Goodwill	22,185
Goodwill, Expected Tax Deductible Amount	$ 22,185

XML

ACQUISITIONS Narrative (Details) $ in Thousands			6 Months Ended
	Mar. 15, 2019	Apr. 02, 2018	Jun. 30, 2019 USD ($) NumberAcquisitions	Jun. 30, 2018 USD ($) NumberAcquisitions
Business Acquisition [Line Items]
Number of Businesses Acquired | NumberAcquisitions			1	1
Payments to Acquire Businesses, Gross			$ 50,075	$ 212,737
Revenue of Acquiree since Acquisition Date, Actual			4,000	22,000
Earnings or Loss of Acquiree since Acquisition Date, Actual			(1,000)	(3,000)
2019 acquisitions [Member]
Business Acquisition [Line Items]
Purchase Price, Net of Cash Acquired			50,075
2018 acquisitions [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross				212,737
Power [Member] | Dresser-Rand Government Business (DRG) [Member]
Business Acquisition [Line Items]
Effective Date of Acquisition		Apr. 02, 2018
Payments to Acquire Businesses, Gross				$ 212,700
Defense [Member] | Tactical Communications Group (TCG) [Member]
Business Acquisition [Line Items]
Effective Date of Acquisition	Mar. 15, 2019
Purchase Price, Net of Cash Acquired			$ 50,100

XML

RECEIVABLES (Detail) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Billed receivables:
Trade and other receivables	$ 415,774	$ 390,306
Less: Allowance for doubtful accounts	(9,003)	(7,436)
Net billed receivables	406,771	382,870
Unbilled receivables:
Recoverable costs and estimated earnings not billed	243,403	225,810
Less: Progress payments applied	(14,116)	(14,925)
Net unbilled receivables	229,287	210,885
Receivables, net	$ 636,058	$ 593,755

XML

INVENTORIES (Detail) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Inventory, Net [Abstract]
Raw material	$ 191,678	$ 214,442
Work-in-process	91,848	74,536
Finished goods and component parts	143,360	143,016
Inventoried costs related to U.S. Government and other long-term contracts	70,684	54,195
Gross inventories	497,570	486,189
Less: Inventory reserves	53,808	55,776
Progress payments applied	(7,572)	(6,987)
Inventories, net	$ 436,190	$ 423,426

XML

INVENTORIES (Narrative) (Detail) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Inventory, Net [Abstract]
Other inventory, capitalized costs	$ 43.6	$ 44.4
Other inventory, capitalized costs to be liquidated under firm orders	$ 32.5	$ 18.7

XML

GOODWILL (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Goodwill [Roll Forward]
December 31, 2018	$ 1,088,032
Goodwill, Acquired During Period	22,185
Goodwill, Period Increase (Decrease)	208
Foreign currency translation adjustment	2,772
June 30, 2019	1,112,781
Commercial Industrial [Member]
Goodwill [Roll Forward]
December 31, 2018	442,015
Foreign currency translation adjustment	155
June 30, 2019	442,170
Defense [Member]
Goodwill [Roll Forward]
December 31, 2018	448,871
Goodwill, Acquired During Period	22,185
Goodwill, Period Increase (Decrease)	208
Foreign currency translation adjustment	2,489
June 30, 2019	473,337
Power [Member]
Goodwill [Roll Forward]
December 31, 2018	197,146
Foreign currency translation adjustment	128
June 30, 2019	$ 197,274

XML

OTHER INTANGIBLE ASSETS, NET (Detail) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Finite Lived Intangible Assets [Line Items]
Gross	$ 809,449	$ 781,384
Accumulated Amortization	(375,932)	(351,817)
Net	433,517	429,567
Technology [Member]
Finite Lived Intangible Assets [Line Items]
Gross	245,480	238,212
Accumulated Amortization	(133,102)	(123,156)
Net	112,378	115,056
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Gross	378,846	358,832
Accumulated Amortization	(204,767)	(193,455)
Net	174,079	165,377
Contract and Program Intangible Assets [Member]
Finite Lived Intangible Assets [Line Items]
Gross	144,000	144,000
Accumulated Amortization	(9,000)	(5,400)
Net	135,000	138,600
Other Intangible Assets [Member]
Finite Lived Intangible Assets [Line Items]
Gross	41,123	40,340
Accumulated Amortization	(29,063)	(29,806)
Net	$ 12,060	$ 10,534

XML

OTHER INTANGIBLE ASSETS, NET (Narrative) (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Finite Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired	$ 26.0
Amortization expense	22.6	$ 21.1
Future amortization expense in remainder of fiscal year	45.2
Future amortization expense in year two	43.4
Future amortization expense in year three	41.5
Future amortization expense in year four	39.0
Future amortization expense in year five	35.3
Technology [Member]
Finite Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired	$ 6.3
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	15 years
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired	$ 18.9
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	14 years 7 months 6 days
Other Intangible Assets [Member]
Finite Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired	$ 0.8
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years

XML

LEASES LEASES - Narrative (Details) $ in Millions	Jun. 30, 2019 USD ($)
Operating Leased Assets [Line Items]
Operating lease not yet commenced	$ 27
Minimum [Member]
Operating Leased Assets [Line Items]
Term of Contract	1 year
Maximum [Member]
Operating Leased Assets [Line Items]
Term of Contract	25 years

XML

LEASES LEASES - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating lease cost	$ 7,146	$ 15,358
Amortization of finance right-of-use assets	199	396
Interest on finance lease liabilities	125	253
Total finance lease cost	$ 324	$ 649

XML

LEASES LEASES - Supplemental Cash Flows (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ (15,207)
Operating cash flows from finance leases	(253)
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 1,711

XML

LEASES LEASES - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease right-of-use asset	$ 135,190	$ 0
Current operating lease liability	23,328
Long-term operating lease liability	117,789	$ 0
Total operating lease liabilities	141,117
Property, plant and equipment	15,561
Accumulated depreciation	(5,014)
Property, plant and equipment, net	10,547
Current finance lease liability	777
Long-term finance lease liability	11,431
Total finance lease liabilities	$ 12,208
Operating Lease, Weighted Average Remaining Lease Term	8 years 1 month 6 days
Finance Lease, Weighted Average Remaining Lease Term	10 years 2 months 12 days
Operating Lease, Weighted Average Discount Rate, Percent	3.85%
Finance Lease, Weighted Average Discount Rate, Percent	4.05%

XML

LEASES LEASES - Schedule of Maturities (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Operating Lease [Abstract]
Lease payments due remainder of fiscal year	$ 14,448
Lease payments due year two	27,560
Lease payments due year three	24,553
Lease payments due year four	18,358
Lease payments due year five	16,527
Lease payments due after year five	64,403
Total lease payments	165,849
Less: imputed interest	24,732
Total operating lease liabilities	141,117
Finance Lease, Cost [Abstract] (Deprecated 2019-01-31)
Lease payments due remainder of fiscal year	660
Lease payments due year two	1,342
Lease payments due year three	1,375
Lease payments due year four	1,410
Lease payments due year five	1,445
Lease payments due after year five	8,892
Total lease payments	15,124
Less: imputed interest	2,916
Total finance lease liabilities	$ 12,208

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Income Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
General and Administrative Expense [Member]
Derivative [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ (2,158)	$ (2,871)	$ 1,431	$ (2,518)

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Debt) (Detail) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 761,476	$ 762,556
Estimated Fair Value	791,653	763,316
Long-term Debt, Gross	750,000	750,243
Debt Issuance Costs, Net	(654)	(714)
Deferred Gain (Loss) on Discontinuation of Interest Rate Fair Value Hedge	12,130	13,027
3.84% Senior notes due 2021 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	100,000	100,000
Estimated Fair Value	$ 101,995	100,359
Debt Instrument, Interest Rate, Stated Percentage	3.84%
3.70% Senior notes due 2023 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 202,500	202,500
Estimated Fair Value	$ 207,217	201,813
Debt Instrument, Interest Rate, Stated Percentage	3.70%
3.85% Senior notes due 2025 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 90,000	90,000
Estimated Fair Value	$ 93,385	89,711
Debt Instrument, Interest Rate, Stated Percentage	3.85%
4.24% Senior notes due 2026 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 200,000	200,000
Estimated Fair Value	$ 212,152	202,288
Debt Instrument, Interest Rate, Stated Percentage	4.24%
4.05% Senior notes due 2028 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 67,500	67,500
Estimated Fair Value	$ 70,686	66,942
Debt Instrument, Interest Rate, Stated Percentage	4.05%
4.11% Senior Notes [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 90,000	90,000
Estimated Fair Value	$ 94,742	89,647
Debt Instrument, Interest Rate, Stated Percentage	4.11%
Other debt [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 0	243
Estimated Fair Value	0	243
Long-term Debt, gross [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Estimated Fair Value	$ 780,177	$ 751,003

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Detail) - Pension Plans Defined Benefit [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 5,825	$ 6,495	$ 11,651	$ 13,001
Interest cost	7,371	6,521	14,743	13,055
Expected return on plan assets	(14,882)	(14,695)	(29,766)	(29,411)
Amortization of prior service cost	(70)	(62)	(141)	(125)
Amortization of unrecognized actuarial loss	2,592	3,903	5,184	7,809
Net postretirement benefit cost (income)	$ 836	$ 2,162	$ 1,671	4,329
Defined Benefit Plan, Plan Assets, Contributions by Employer				$ 50,000

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Additional) (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2019
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Contribution, Percentage, Maximum			7.00%	6.00%
Defined Contribution Plan, Cost	$ 4.2	$ 3.2	$ 9.6	$ 7.4
Defined Contribution Plan, Employer Discretionary Contribution Amount			$ 13.1
Forecast [Member]
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Discretionary Contribution Amount					$ 15.1

XML

EARNINGS PER SHARE (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Earnings Per Share Reconciliation [Abstract]
Basic weighted-average shares outstanding (shares)	42,758	44,124	42,776	44,144
Dilutive effect of stock options and deferred stock compensation (shares)	266	429	262	460
Diluted weighted-average shares outstanding (shares)	43,024	44,553	43,038	44,604

XML

EARNINGS PER SHARE EARNINGS PER SHARE (Anti-dilutive) (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0	0	0

XML

SEGMENT INFORMATION (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Segment Reporting Information [Line Items]
Net sales	$ 638,996	$ 620,298	$ 1,217,310	$ 1,167,820
Operating income (expense)	105,685	102,076	177,730	166,574
Identifiable assets	3,426,640		3,426,640		$ 3,255,385
Commercial Industrial [Member]
Segment Reporting Information [Line Items]
Net sales	318,572	312,605	612,322	609,358
Operating income (expense)	56,236	51,736	95,682	90,961
Identifiable assets	1,467,700		1,467,700		1,398,601
Defense [Member]
Segment Reporting Information [Line Items]
Net sales	145,571	148,085	267,068	268,968
Operating income (expense)	29,661	38,641	47,314	58,369
Identifiable assets	1,068,806		1,068,806		961,298
Power [Member]
Segment Reporting Information [Line Items]
Net sales	176,582	162,049	340,729	294,207
Operating income (expense)	30,069	19,201	54,288	34,543
Identifiable assets	771,379		771,379		720,073
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Operating income (expense)	(10,281)	(7,502)	(19,554)	(17,299)
Identifiable assets	118,755		118,755		$ 175,413
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	$ (1,729)	$ (2,441)	$ (2,809)	$ (4,713)

XML

SEGMENT INFORMATION (Reconciliation) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Segment Reporting [Abstract]
Total operating income	$ 105,685	$ 102,076	$ 177,730	$ 166,574
Interest expense	(7,960)	(9,566)	(15,232)	(17,770)
Other income, net	5,871	3,971	11,349	8,654
Earnings before income taxes	$ 103,596	$ 96,481	$ 173,847	$ 157,458

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			$ (288,447)	$ (216,840)	$ (216,840)
Other comprehensive income (loss) before reclassifications			8,727		(83,820)
Amounts reclassified from accumulated other comprehensive loss			3,487		12,213
Other comprehensive income (loss), net of tax	$ 2,289	$ (40,709)	12,214	(22,676)	(71,607)
Ending balance	(302,490)		(302,490)		(288,447)
Foreign Currency Translation Adjustments, Net [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(147,148)	(94,708)	(94,708)
Other comprehensive income (loss) before reclassifications			8,782		(52,440)
Amounts reclassified from accumulated other comprehensive loss			0		0
Other comprehensive income (loss), net of tax			8,782		(52,440)
Ending balance	(139,684)		(139,684)		(147,148)
Total Pension and Postretirment Adjustments, Net [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(141,299)	$ (122,132)	(122,132)
Other comprehensive income (loss) before reclassifications			(55)		(31,380)
Amounts reclassified from accumulated other comprehensive loss			3,487		12,213
Other comprehensive income (loss), net of tax			3,432		(19,167)
Ending balance	(162,806)		(162,806)		$ (141,299)
Accounting Standards Update 2018-02 [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Ending balance	(26,257)		(26,257)
Accounting Standards Update 2018-02 [Member] | Foreign Currency Translation Adjustments, Net [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Ending balance	(1,318)		(1,318)
Accounting Standards Update 2018-02 [Member] | Total Pension and Postretirment Adjustments, Net [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Ending balance	$ (24,939)		$ (24,939)

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Reclass) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Earnings from continuing operations before income taxes	$ 103,596	$ 96,481	$ 173,847	$ 157,458
Reclassification out of Accumulated Other Comprehensive Income [Member] | Total Pension and Postretirment Adjustments, Net [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amortization of prior service costs			470
Amortization of actuarial losses			(5,092)
Earnings from continuing operations before income taxes			(4,622)
Income tax			1,135
Net earnings			$ (3,487)

XML

CONTINGENCIES AND COMMITMENTS (Detail) - USD ($)		6 Months Ended
	Oct. 10, 2013	Jun. 30, 2019	Dec. 31, 2018
Loss Contingencies [Line Items]
Malpractice Loss Contingency, Claims Incurred in Period		$ 400,000,000
Standby Letters Of Credit [Member]
Loss Contingencies [Line Items]
Letters of credit, outstanding		29,800,000	$ 21,700,000
FinancialStandbyLetterOfCreditMember
Loss Contingencies [Line Items]
Letters of credit, outstanding		10,900,000	$ 11,700,000
Failure to Meet Contractual Obligations [Member]
Loss Contingencies [Line Items]
Damages sought	$ 25,000,000
Surety Bond [Member]
Loss Contingencies [Line Items]
Surety Bond Outstanding		45,600,000
Damage from Fire, Explosion or Other Hazard [Member]
Loss Contingencies [Line Items]
Estimated Litigation Liability		1,000,000,000
Minimum [Member]
Loss Contingencies [Line Items]
Range of possible loss		0
Maximum [Member]
Loss Contingencies [Line Items]
Range of possible loss		55,500,000
AP1000 US [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Range of possible loss		0
AP1000 US [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Range of possible loss		$ 31,000,000