8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 21, 2018

CURTISS-WRIGHT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

13925 Ballantyne Corporate Place, Suite 400
Charlotte, North Carolina	28277
Address of Principal Executive Offices	Zip Code

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

--------------

(Former name or former address, if changed since last report)

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

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

1

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On Wednesday, February 21, 2018, the Company issued a press release announcing financial results for the fourth quarter and full-year ended December 31, 2017.  A conference call and webcast presentation will be held on February 22, 2018 at 9:00 am EDT for management to discuss the Company's fourth quarter and full-year 2017 performance and 2018 financial guidance.  David C. Adams, Chairman and CEO, and Glenn E. Tynan, Vice President and CFO, will host the call.  A copy of the press release and the webcast slide presentation are attached hereto as Exhibits 99.1 and 99.2.

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

Conference Call Replay:

Domestic(855) 859-2056

International (404) 537-3406

Passcode 7238508

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

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits.

99.1 Press Release dated February 21, 2018

99.2 Presentation shown during investor and securities analyst webcast on February 22, 2018

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CURTISS-WRIGHT CORPORATION
	By:	/s/ Glenn E. Tynan
		Glenn E. Tynan
		Vice-President and
		Chief Financial Officer
Date:February 21, 2018

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 21, 2018
99.2	Presentation shown during investor and securities analyst webcast on February 22, 2018

4

EX-99.1

Exhibit 99.1

Curtiss-Wright Reports Fourth Quarter and Full-Year 2017 Financial Results and Issues 2018 Guidance

CHARLOTTE, N.C.--(BUSINESS WIRE)--February 21, 2018--Curtiss-Wright Corporation (NYSE: CW) reports financial results for the fourth quarter and full-year ended December 31, 2017.

Fourth Quarter 2017 Highlights

• Diluted earnings per share (EPS) of $1.52;
• Free cash flow of $209 million and free cash flow conversion of 308%, as defined in table below;
• Net sales of $612 million, up 8%, including 3% organic growth;
• Operating income of $109 million, up 2%;
• Operating margin of 17.8%, down 100 basis points;
• Effective tax rate of 31.8%, including the impact of the Tax Cuts and Jobs Act (TCJA); and
• New orders of $580 million, up 17%.

Full-Year 2017 Highlights

• Diluted earnings per share (EPS) of $4.80, came in ahead of expectations and up 14% compared with the prior year;
• Free cash flow of $336 million and free cash flow conversion of 156%, driven by a solid reduction in working capital;
• Net sales of $2.3 billion, up 8%, including 5% organic growth, driven by higher sales in all end markets;
• Operating income of $340 million, up 10%;
• Operating margin of 15.0%, up 40 basis points;
• Effective tax rate of 28.3%, including the impact of the Tax Cuts and Jobs Act;
• Backlog of $2.0 billion increased 3% from December 31, 2016; and
• Share repurchase of approximately $51 million or 0.5 million shares.

Full-Year 2018 Business Outlook

• Expect higher sales (+3-5%), operating income (+9-12%), operating margin (+90-110 basis points) and diluted earnings per share (+18-21%);
• Anticipate higher sales in all end markets;
• Adjusted free cash flow (which excludes a $50 million voluntary pension contribution) to range from $280 to 300 million; and
• Announced acquisition of Dresser-Rand government business expected to provide solid increase to sales and would be accretive to EPS, excluding purchase accounting.

“We were pleased with our fourth quarter results, as we generated a solid operational performance and delivered stronger than anticipated diluted EPS of $1.52,” said David C. Adams, Chairman and CEO of Curtiss-Wright Corporation. “We reported an 8% increase in sales, led by a solid contribution from the Teletronics Technology Corporation (TTC) acquisition in the Defense segment. Further, we generated over $200 million in free cash flow driven by a significant reduction in working capital, while new orders increased 17% driven by strong demand in both our defense and commercial businesses.”

“Full-year 2017 results reflect a strong operational performance which exceeded our expectations driven by solid 8% top-line growth, 5% of which was organic, improved profitability that generated a 15.0% operating margin and stronger than anticipated EPS of $4.80. In addition, we significantly exceeded expectations by generating nearly $340 million in free cash flow in 2017, as we efficiently reduced working capital to 18.8% of sales and achieved our goal to reach the top quartile of our peer group. We are delivering on our long-term strategy and continue to drive solid operating margin expansion and free cash flow generation.”

“For 2018, we are projecting another solid operational performance, as we expect higher sales in all end markets, double-digit growth in operating income and EPS, and 80 to 100 basis point improvement in unadjusted operating margin to a range of 15.8% to 16.0%. We are excited about the recently announced acquisition of the Dresser-Rand government business, which will significantly expand our naval defense business and supports our objective for long-term profitable growth. We remain extremely focused on driving increased operational efficiencies, continuing to invest in our future growth, and maintaining top-quartile financial performance for all of our key metrics to generate significant value for our shareholders.”

Fourth Quarter 2017 Operating Results from Continuing Operations
(In thousands)	4Q-2017			4Q-2016			Change
Sales	$	611,881		$	565,566		8	%
Operating income		108,695			106,173		2	%
Operating margin		17.8	%		18.8	%	(100 bps)

Sales

Sales of $612 million in the fourth quarter increased $46 million, or 8%, compared with the prior year, reflecting a $25 million, or 4%, contribution from our acquisition of TTC, a $15 million, or 3%, increase in organic sales, and a $6 million, or 1%, benefit from favorable foreign currency translation.

Higher organic sales were driven by improved industrial demand in the Commercial/Industrial segment and higher aerospace and naval defense sales in the Defense segment, partially offset by lower power generation revenues in the Power segment.

From an end market perspective, sales to the defense markets increased 18%, 7% of which was organic, while sales to the commercial markets increased 2%, compared with the prior year. Please refer to the accompanying tables for a breakdown of sales by end market.

Operating Income

Operating income in the fourth quarter was $109 million, an increase of $3 million, or 2%, compared with the prior year. These results primarily reflect strong profitability associated with the TTC acquisition in the Defense segment, partially offset by lower sales and reduced profitability in the nuclear aftermarket business in the Power segment, and higher incentive compensation expense across all three segments.

Operating margin was 17.8%, a decrease of 100 basis points over the prior year, primarily reflecting lower sales and operating income in the Power segment, unfavorable sales mix in the Commercial/Industrial segment, and higher incentive compensation expense.

Non-segment Expense

Non-segment expenses decreased by approximately $2 million compared with the prior year, primarily due to lower corporate expenses and lower foreign currency transactional losses.

Net Earnings

Fourth quarter net earnings decreased 4% compared with the prior year, as higher operating income was more than offset by a higher tax rate.

The effective tax rate (ETR) for the fourth quarter was 31.8%, an increase from 26.3% in the prior year quarter, primarily driven by a net charge of approximately $10 million, or $0.23 per share, related to the 2017 TCJA, reflecting:

• a $22 million charge for the mandatory deemed repatriation of foreign earnings (“transition tax”), which is payable over 8 years beginning in 2018, partially offset by:
• a $12 million benefit relative to re-measurement of U.S. deferred tax balances to reflect the new lower U.S. corporate income tax rate.

These amounts represent provisional estimates, subject to finalization over the course of 2018.
(In thousands)	4Q-2017			ETR		EPS
Base Provision for Income Taxes	$	23,793		24.0	%
Impact of share based compensation	$	(2,435	)	(2.5	%)	$	0.05
Net Impact of TCJA:
Transition Tax	$	21,983
Deferred Tax Revaluation		(11,759	)
	$	10,224		10.3	%	$	(0.23	)
Final Provision for Income Taxes	$	31,582		31.8	%	$	(0.18	)

Free Cash Flow
(In thousands)	4Q-2017			4Q-2016
Net cash provided by operating activities	$	226,405		$	155,985
Capital expenditures		(17,831	)		(20,649	)
Free cash flow	$	208,574		$	135,336

Free cash flow, defined as cash flow from operations less capital expenditures, was $209 million for the fourth quarter of 2017, an increase of $73 million compared with the prior year. Net cash provided by operating activities increased $70 million to $226 million, due to higher cash earnings and improved working capital, specifically lower receivables and higher deferred revenue, including a $25 million advanced cash payment on the AP1000 China Direct program that was originally expected in 2018. Capital expenditures decreased by $3 million to $18 million, as the prior year period included increased investment in a facility expansion in the Commercial/Industrial segment.

New Orders and Backlog

New orders of $580 million in the fourth quarter increased 17% compared with the prior year, due to higher demand for commercial aerospace and industrial vehicle products within the Commercial/Industrial segment, as well as higher demand for embedded computing and flight test instrumentation products within the Defense segment. Backlog of $2.0 billion increased 3% from December 31, 2016.

Other Items – Share Repurchase

During the fourth quarter, the Company repurchased 112,881 shares of its common stock for approximately $13 million. For full-year 2017, the Company repurchased 516,313 shares of its common stock for approximately $51 million.

Other Items – Pension

The adoption of Accounting Standards Update (ASU) 2017-07 “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” results in the reclassification of the non-service components of Pension expense from Operating Income to Other Income/Expense effective for fiscal years beginning after December 15, 2017. The adoption of the new standard is not expected to impact our sales, net earnings, cash flows or liabilities. For comparison purposes, as shown in the guidance table below and in the financial tables that follow, we have provided restated financial information for 2017 results and 2018 guidance incorporating the adoption of this new accounting standard.

Full-Year 2018 Guidance
The Company is issuing its full-year 2018 financial guidance as follows (does not include the potential acquisition of the Dresser-Rand government business):
	2017		2018 Guidance
	(Adjusted for Pension	2018 Guidance	(Adjusted for Pension
	Reclassification)	(Unadjusted)	Reclassification)
Total sales	$2.271 billion	$2.335 - $2.375 billion	$2.335 - $2.375 billion
Operating income	$325 million	$369 - $379 million	$355 - $365 million
Operating margin	14.3%	15.8% - 16.0%	15.2% - 15.4%
Interest expense	$41 million	$37 - $38 million	$37 - $38 million
Effective tax rate	28.3%	24.0%	24.0%
Diluted earnings per share	$4.80	$5.65 - $5.80	$5.65 - $5.80
Diluted shares outstanding	44.8 million	44.7 million	44.7 million
Free cash flow	$336 million	$230 - $250 million	$230 - $250 million
Adjusted free cash flow	$336 million	$280 - $300 million	$280 - $300 million

Notes:

• Full-year 2017 and 2018 effective tax rate guidance includes the impacts of the Tax Cuts and Jobs Act.
• Full-year 2017 adjusted results and 2018 guidance include the impacts from the aforementioned pension reclassification. This accounting change lowers operating income by $14.6 million and $14.0 million, respectively, and lowers operating margin by 70 and 60 basis points, respectively, in full-year 2017 and projected full-year 2018 periods. This change is neutral to earnings per share in both periods.
• In February 2018, the Company elected to make a $50 million voluntary contribution to its corporate defined benefit pension plan.
• Adjusted free cash flow for full-year 2018 excludes the aforementioned pension contribution of $50 million.
• In January 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASC 606). The impact to 2018 is projected to be immaterial.
• The Company will update its guidance to reflect the financial impact of the Dresser-Rand government business following the closing of the transaction, currently expected in the second quarter of 2018.
• A more detailed breakdown of the Company’s 2018 guidance by segment and by market can be found in the accompanying schedules.

Fourth Quarter 2017 Segment Performance
Commercial/Industrial
(In thousands)	4Q-2017			4Q-2016			Change
Sales	$	298,329		$	278,346		7	%
Operating income		47,240			48,474		(3	%)
Operating margin		15.8	%		17.4	%	(160 bps)

Sales for the fourth quarter were $298 million, an increase of $20 million, or 7%, over the prior year. Organic sales increased $16 million, or 6%, while favorable foreign currency translation added $4 million, or 1%. Our results primarily reflect higher sales in the general industrial market, due to continued solid demand for industrial vehicle products. We also experienced higher sales in the commercial aerospace market, primarily due to higher sales of sensors and actuation systems on narrow body aircraft. In the naval defense market, our results reflect lower revenues on the Virginia-class submarine program, based on the timing of production.

Operating income in the fourth quarter was $47 million, a decrease of $1 million, or 3%, compared with the prior year, while operating margin decreased 160 basis points to 15.8%. The decrease in operating income and margin primarily reflects lower sales and profitability for naval valves, unfavorable mix in industrial vehicle products, and higher incentive compensation expense. Those results were partially offset by higher sales and improved profitability for sensors and controls products and surface treatment services.

Defense
(In thousands)	4Q-2017			4Q-2016			Change
Sales	$	172,511		$	133,353		29	%
Operating income		43,377			34,015		28	%
Operating margin		25.1	%		25.5	%	(40 bps)

Sales for the fourth quarter were $173 million, an increase of $39 million, or 29%, from the prior year. These results primarily reflect a $25 million, or 18%, contribution from our acquisition of TTC, a $12 million, or 9%, increase in organic sales, and a $2 million, or 2%, benefit from favorable foreign currency translation. In the aerospace defense market, our results reflect higher sales of data acquisition and flight test equipment from TTC, most notably on the F-35 Joint Strike Fighter program, as well as higher sales of embedded computing products supporting various Intelligence, Surveillance and Reconnaissance (ISR) programs. We also experienced higher sales in the naval defense market, most notably for our defense electronics products on the Virginia-class submarine program. In the ground defense market, our results reflect higher sales of our embedded computing products supporting upgrades to the Abrams main battle tank program.

Operating income in the fourth quarter was $43 million, an increase of $9 million, or 28%, compared with the prior year, while operating margin decreased 40 basis points to 25.1%. Excluding a $9 million, or 27%, benefit from the TTC acquisition, organic operating income increased 4%, while operating margin decreased 120 basis points to 24.3% compared with the prior year, driven primarily by an unfavorable shift in mix for our defense electronics products, and higher incentive compensation expense. Meanwhile, unfavorable foreign currency translation reduced current quarter operating income by approximately $1 million, or 3%.

Power
(In thousands)	4Q-2017			4Q-2016			Change
Sales	$	141,041		$	153,867		(8	%)
Operating income		24,364			31,600		(23	%)
Operating margin		17.3	%		20.5	%	(320 bps)

Sales for the fourth quarter were $141 million, a decrease of $13 million, or 8%, from the prior year. Our results primarily reflect decreased sales in the power generation market, as lower aftermarket sales supporting currently operating nuclear reactors and lower revenues on the domestic AP1000 program were only partially offset by higher revenues on the AP1000 China Direct program. In the naval defense market, our results reflect higher revenues on the Virginia-class submarine and CVN-80 aircraft carrier programs, based on the timing of production, as well as the new Columbia class submarine program, supporting the ramp-up in development.

Operating income in the fourth quarter was $24 million, a decrease of $7 million, or 23%, compared with the prior year, while operating margin decreased 320 basis points to 17.3%. This performance reflects reduced sales and profitability in the nuclear aftermarket business, lower revenues on the domestic AP1000 program, and higher incentive compensation expense, partially offset by higher production and profitability on the AP1000 China Direct program.

Conference Call & Webcast Information

The Company will host a conference call to discuss fourth quarter and full-year 2017 financial results and expectations for 2018 guidance at 9:00 a.m. EST on Thursday, February 22, 2018. A live webcast of the call and the accompanying financial presentation, as well as a replay of the call, will be made available on the internet by visiting the Investor Relations section of the Company’s website at www.curtisswright.com.

(Tables to Follow)

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
($'s in thousands, except per share data)
	Three Months Ended											Year Ended
	December 31,						Change					December 31,						Change
	2017			2016			$			%		2017			2016			$			%
Product sales	$	503,140		$	470,211		$	32,929		7	%	$	1,854,216		$	1,714,358		$	139,858		8	%
Service sales	108,741			95,355			13,386			14	%	416,810			394,573			22,237			6	%
Total net sales	611,881			565,566			46,315			8	%	2,271,026			2,108,931			162,095			8	%
Cost of product sales	305,912			294,195			11,717			4	%	1,184,358			1,100,287			84,071			8	%
Cost of service sales	67,702			62,646			5,056			8	%	268,073			258,161			9,912			4	%
Total cost of sales	373,614			356,841			16,773			5	%	1,452,431			1,358,448			93,983			7	%
Gross profit	238,267			208,725			29,542			14	%	818,595			750,483			68,112			9	%
Research and development expenses	14,934			14,125			809			6	%	60,308			58,592			1,716			3	%
Selling expenses	33,671			26,203			7,468			29	%	120,002			111,228			8,774			8	%
General and administrative expenses	80,967			62,224			18,743			30	%	298,542			272,565			25,977			10	%
Operating income	108,695			106,173			2,522			2	%	339,743			308,098			31,645			10	%
Interest expense	9,887			10,554			(667		)	(6	%)	41,471			41,248			223			1	%
Other income, net	524			293			231			79	%	1,347			1,111			236			21	%
Earnings before income taxes	99,332			95,912			3,420			4	%	299,619			267,961			31,658			12	%
Provision for income taxes	(31,582		)	(25,244		)	(6,338		)	25	%	(84,728		)	(78,579		)	(6,149		)	8	%
Earnings from continuing operations	$	67,750		$	70,668		$	(2,918	)	(4	%)	$	214,891		$	189,382		$	25,509		13	%
Loss from discontinued operations, net of tax	—			(2,053		)	2,053			NM		—			(2,053		)	2,053			NM
Net earnings	$	67,750		$	68,615		$	(865	)	(1	%)	$	214,891		$	187,329		$	27,562		15	%
Basic earnings per share
Earnings from continuing operations	$	1.54		$	1.60							$	4.86		$	4.27
Earnings from discontinued operations	—			(0.05		)						—			(0.05		)
Total	$	1.54		$	1.55							$	4.86		$	4.22
Diluted earnings per share
Earnings from continuing operations	$	1.52		$	1.58							$	4.80		$	4.20
Earnings from discontinued operations	—			(0.05		)						—			(0.05		)
Total	$	1.52		$	1.53							$	4.80		$	4.15
Dividends per share	$	0.15		$	0.13							$	0.56		$	0.52
Weighted average shares outstanding:
Basic	44,132			44,173								44,182			44,389
Diluted	44,692			44,789								44,761			45,045
NM- not meaningful

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
($'s in thousands, except par value)
	December 31,			December 31,			Change
	2017			2016			%
Assets
Current assets:
Cash and cash equivalents	$	475,120		$	553,848		(14	%)
Receivables, net	494,923			463,062			7	%
Inventories, net	378,866			366,974			3	%
Other current assets	52,951			30,927			71	%
Total current assets	1,401,860			1,414,811			(1	%)
Property, plant, and equipment, net	390,235			388,903			0	%
Goodwill	1,096,329			951,057			15	%
Other intangible assets, net	329,668			271,461			21	%
Other assets	18,229			11,549			58	%
Total assets	$	3,236,321		$	3,037,781		7	%
Liabilities
Current liabilities:
Current portion of long-term and short term debt	$	150		$	150,668		NM
Accounts payable	185,176			177,911			4	%
Accrued expenses	150,406			130,239			15	%
Income taxes payable	4,564			18,274			(75	%)
Deferred revenue	214,891			170,143			26	%
Other current liabilities	35,810			28,027			28	%
Total current liabilities	590,997			675,262			(12	%)
Long-term debt, net	813,989			815,630			0	%
Deferred tax liabilities, net	49,360			49,722			(1	%)
Accrued pension and other postretirement benefit costs	121,043			107,151			13	%
Long-term portion of environmental reserves	14,546			14,024			4	%
Other liabilities	118,586			84,801			40	%
Total liabilities	1,708,521			1,746,590			(2	%)
Stockholders' equity
Common stock, $1 par value	$	49,187		$	49,187		0	%
Additional paid in capital	120,609			129,483			(7	%)
Retained earnings	1,944,324			1,754,907			11	%
Accumulated other comprehensive loss	(216,840		)	(291,756		)	(26	%)
Less: cost of treasury stock	(369,480		)	(350,630		)	5	%
Total stockholders' equity	1,527,800			1,291,191			18	%
Total liabilities and stockholders' equity	$	3,236,321		$	3,037,781		7	%
NM- not meaningful

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SEGMENT INFORMATION (UNAUDITED)
($'s in thousands)
	Three Months Ended								Year Ended
	December 31,								December 31,
							Change								Change
	2017			2016			%		2017			2016			%
Sales:
Commercial/Industrial	$	298,329		$	278,346		7	%	$	1,162,689		$	1,118,768		4	%
Defense	172,511			133,353			29	%	555,479			466,654			19	%
Power	141,041			153,867			(8	%)	552,858			523,509			6	%
Total sales	$	611,881		$	565,566		8	%	$	2,271,026		$	2,108,931		8	%
Operating income (expense):
Commercial/Industrial	$	47,240		$	48,474		(3	%)	$	168,328		$	156,550		8	%
Defense	43,377			34,015			28	%	109,355			98,291			11	%
Power	24,364			31,600			(23	%)	85,260			76,472			11	%
Total segments	$	114,981		$	114,089		1	%	$	362,943		$	331,313		10	%
Corporate and other	(6,286		)	(7,916		)	21	%	(23,200		)	(23,215		)	0	%
Total operating income	$	108,695		$	106,173		2	%	$	339,743		$	308,098		10	%
Operating margins:
Commercial/Industrial	15.8		%	17.4		%	(160	bps)	14.5		%	14.0		%	50	bps
Defense	25.1		%	25.5		%	(40	bps)	19.7		%	21.1		%	(140	bps)
Power	17.3		%	20.5		%	(320	bps)	15.4		%	14.6		%	80	bps
Total Curtiss-Wright	17.8		%	18.8		%	(100	bps)	15.0		%	14.6		%	40	bps
Segment margins	18.8		%	20.2		%	(140	bps)	16.0		%	15.7		%	30	bps

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SALES BY END MARKET (UNAUDITED)
($'s in thousands)
	Three Months Ended						Year Ended
	December 31,						December 31,
					Change						Change
	2017		2016		%		2017		2016		%
Defense markets:
Aerospace	$	109,294	$	80,891	35	%	$	355,483	$	296,314	20	%
Ground	29,160		25,626		14	%	94,216		84,288		12	%
Naval	112,201		104,610		7	%	405,836		401,281		1	%
Other	3,244		3,699		(12	%)	21,321		11,721		82	%
Total Defense	$	253,899	$	214,826	18	%	$	876,856	$	793,604	10	%
Commercial markets:
Aerospace	$	106,230	$	97,225	9	%	$	412,369	$	397,327	4	%
Power Generation	109,783		123,365		(11	%)	423,981		408,509		4	%
General Industrial	141,969		130,150		9	%	557,820		509,491		9	%
Total Commercial	$	357,982	$	350,740	2	%	$	1,394,170	$	1,315,327	6	%
Total Curtiss-Wright	$	611,881	$	565,566	8	%	$	2,271,026	$	2,108,931	8	%

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PROVISION FOR INCOME TAXES (UNAUDITED)
($'s in thousands)
	Three Months Ended							Year Ended
	December 31,							December 31,
	2017			ETR		EPS		2017			ETR		EPS
Base Provision for Income Taxes	$	23,793		24.0	%			$	82,311		27.5	%
Impact of share based compensation	$	(2,435	)	(2.5	)%	0.05		$	(7,807	)	(2.6	)%	0.17
Net Impact of TCJA:
Transition Tax	$	21,983						$	21,983
Deferred Tax Revaluation	(11,759		)					(11,759		)
	$	10,224		10.3	%	(0.23	)	$	10,224		3.4	%	(0.23	)
Final Provision for Income Taxes	$	31,582		31.8	%	(0.18	)	$	84,728		28.3	%	(0.06	)

Use of Non-GAAP Financial Information (Unaudited)

The Corporation supplements its financial information determined under U.S. generally accepted accounting principles (GAAP) with certain non-GAAP financial information. Curtiss-Wright believes that these non-GAAP measures provide investors with additional insight into the Company’s ongoing business performance. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. Curtiss-Wright encourages investors to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following definitions are provided:

Organic Revenue and Organic Operating Income

The Corporation discloses organic revenue and organic operating income because the Corporation believes it provides investors with insight as to the Company’s ongoing business performance. Organic revenue and organic operating income are defined as revenue and operating income excluding the impact of foreign currency fluctuations and contributions from acquisitions made during the last twelve months.

	Three Months Ended
	December 31,
	2017 vs. 2016
	Commercial/Industrial				Defense				Power				Total Curtiss-Wright
	Sales		Operating income		Sales		Operating income		Sales		Operating income		Sales		Operating income
Organic	6	%	(3	%)	9	%	4	%	(8	%)	(23	%)	3	%	(6	%)
Acquisitions	0	%	0	%	18	%	27	%	0	%	0	%	4	%	9	%
Foreign Currency	1	%	0	%	2	%	(3	%)	0	%	0	%	1	%	(1	%)
Total	7	%	(3	%)	29	%	28	%	(8	%)	(23	%)	8	%	2	%
	Year Ended
	December 31,
	2017 vs. 2016
	Commercial/Industrial				Defense				Power				Total Curtiss-Wright
	Sales		Operating income		Sales		Operating income		Sales		Operating income		Sales		Operating income
Organic	4	%	7	%	5	%	4	%	6	%	11	%	5	%	7	%
Acquisitions	0	%	0	%	14	%	8	%	0	%	0	%	3	%	3	%
Foreign Currency	0	%	1	%	0	%	(1	%)	0	%	0	%	0	%	0	%
Total	4	%	8	%	19	%	11	%	6	%	11	%	8	%	10	%

Free Cash Flow and Free Cash Flow Conversion

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

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NON-GAAP FINANCIAL DATA (UNAUDITED)
($'s in thousands)
	Three Months Ended						Year Ended
	December 31,						December 31,
	2017			2016			2017			2016
Net cash provided by operating activities	$	226,405		$	155,985		$	388,712		$	423,197
Capital expenditures	(17,831		)	(20,649		)	(52,705		)	(46,776		)
Free cash flow	$	208,574		$	135,336		$	336,007		$	376,421
Free Cash Flow Conversion	308		%	192		%	156		%	199		%

CURTISS-WRIGHT CORPORATION
2018 Guidance (1) (2) (3)
As of February 21, 2018
($'s in millions, except per share data)
	2017						2018 Guidance (Unadjusted)							2018 Adjusted for Pension Reclassification
	Reported			Adj. for Pension			Low			High			2018 % Change vs 2017 Reported	Low			High			2018 % Change vs 2017 Adjusted
Sales:
Commercial/Industrial	$	1,163		$	1,163		$	1,183		$	1,203			$	1,183		$	1,203
Defense	555			555			565			575				565			575
Power	553			553			587			597				587			597
Total sales	$	2,271		$	2,271		$	2,335		$	2,375		3 to 5%	$	2,335		$	2,375		3 to 5%
Operating income:
Commercial/Industrial	$	168		$	168		$	175		$	180			$	174		$	179
Defense	109			109			121			124				121			124
Power	85			81			96			99				94			97
Total segments	363			359			392			403				389			400
Corporate and other	(23		)	(34		)	(23		)	(24		)		(34		)	(35		)
Total operating income	$	340		$	325		$	369		$	379		9 to 12%	$	355		$	365		9 to 12%
Interest expense	$	(41	)	$	(41	)	$	(37	)	$	(38	)		$	(37	)	$	(38	)
Other income, net	1			16			—			—				14			14
Earnings before income taxes	300			300			332			341				332			341
Provision for income taxes	(85		)	(85		)	(80		)	(82		)		(80		)	(82		)
Net earnings	$	215		$	215		$	253		$	259			$	253		$	259
Reported diluted earnings per share	$	4.80		$	4.80		$	5.65		$	5.80		18 to 21%	$	5.65		$	5.80		18 to 21%
Diluted shares outstanding	44.8			44.8			44.7			44.7				44.7			44.7
Effective tax rate	28.3		%	28.3		%	24.0		%	24.0		%		24.0		%	24.0		%
Operating margins:
Commercial/Industrial	14.5		%	14.5		%	14.8		%	15.0		%	30 to 50 bps	14.7		%	14.9		%	20 to 40 bps
Defense	19.7		%	19.7		%	21.4		%	21.6		%	170 to 190 bps	21.3		%	21.5		%	160 to 180 bps
Power	15.4		%	14.7		%	16.4		%	16.6		%	100 to 120 bps	16.0		%	16.2		%	130 to 150 bps
Total operating margin	15.0		%	14.3		%	15.8		%	16.0		%	80 to 100 bps	15.2		%	15.4		%	90 to 110 bps
Note: Full year amounts may not add due to rounding
(1) Full-year 2017 and 2018 effective tax rate guidance includes the impacts of the Tax Cuts and Jobs Act.
(2) Full-year 2017 adjusted results and expectations for 2018 guidance include the impacts from the adoption of ASU 2017-07 “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which results in reclassification of the non-service components of Pension expense from Operating Income to Other Income/Expense effective for fiscal years beginning after December 15, 2017. This accounting change lowers operating income by $14.6 million and $14.0 million, respectively, and lowers operating margin by 70 and 60 basis points, respectively, in full-year 2017 and projected full-year 2018 periods. This change is neutral to earnings per share in both periods.
(3) The Company will update its guidance to reflect the financial impact of the Dresser-Rand business following the closing of the transaction, currently expected in the second quarter of 2018.

CURTISS-WRIGHT CORPORATION
2018 Sales Growth Guidance by End Market (1)
As of February 21, 2018
	2018 % Change vs 2017
Defense Markets
Aerospace	8 - 10%
Ground	0 - 2%
Navy	0 - 2%
Total Defense	3 - 5%
(Including Other Defense)
Commercial Markets
Commercial Aerospace	0 - 2%
Power Generation	6 - 8%
General Industrial	3 - 5%
Total Commercial	3 - 5%
Total Curtiss-Wright Sales	3 - 5%
Notes: Full year amounts may not add due to rounding. (1) The Company will update its guidance to reflect the financial impact of the Dresser-Rand government business following the closing of the transaction, currently expected in the second quarter of 2018.

About Curtiss-Wright Corporation

Curtiss-Wright Corporation (NYSE: CW) is a global innovative company that delivers highly engineered, critical function products and services to the commercial, industrial, defense and energy markets. Building on the heritage of Glenn Curtiss and the Wright brothers, Curtiss-Wright has a long tradition of providing reliable solutions through trusted customer relationships. The company employs approximately 8,600 people worldwide. For more information, visit www.curtisswright.com.

Certain statements made in this press release, including statements about future revenue, financial performance guidance, quarterly and annual revenue, net income, operating income growth, future business opportunities, cost saving initiatives, the successful integration of the Company’s acquisitions, and future cash flow from operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements present management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include, but are not limited to: a reduction in anticipated orders; an economic downturn; changes in the competitive marketplace and/or customer requirements; a change in government spending; an inability to perform customer contracts at anticipated cost levels; and other factors that generally affect the business of aerospace, defense contracting, electronics, marine, and industrial companies. Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and subsequent reports filed with the Securities and Exchange Commission.

This press release and additional information are available at www.curtisswright.com.

CONTACT:
Curtiss-Wright Corporation
Jim Ryan, 704-869-4621
Jim.Ryan@curtisswright.com

 

EX-99.2

Exhibit 99.2