What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-13 compared with 2024-02-20 · 165 added, 204 removed, 998 unchanged (27% of the section changed)

15 unchanged sentences

Loss on divestiture — — 4,651

Impairment of assets held for sale — — 19,088

Restructuring expenses 14,448 — —

Operating income 528,597 484,602 423,443

23 unchanged sentences

(1) The tax benefit (expense) included in other comprehensive income for foreign currency translation adjustments for 2024, 2023, and 2022 was immaterial.

(2) The tax benefit (expense) included in other comprehensive income for pension and postretirement adjustments for 2023, 2022, and 2021 was ($ 3.0 ) million, $ 3.1 million, and ($ 42.3 ) million, respectively.

(2) The tax benefit (expense) included in other comprehensive income for pension and postretirement adjustments for 2024, 2023, and 2022 was immaterial.

See notes to consolidated financial statements

26 unchanged sentences

Long-term operating lease liability 148,175 118,611

Long-term portion of environmental reserves 12,784 12,547

Other liabilities 124,761 117,845

22 unchanged sentences

Loss on divestiture — — 4,651

Impairment of assets held for sale — — 19,088

Gain on sale/disposal of long-lived assets ( 10 ) ( 2,883 ) ( 4,671 )

1 unchanged sentence

Share-based compensation 18,888 16,803 15,384

Non-cash restructuring charges 4,274 — —

Changes in operating assets and liabilities, net of businesses acquired and disposed of:

3 unchanged sentences

Deferred revenue 144,269 47,914 ( 17,646 )

Income taxes ( 27,350 ) 55,847 ( 14,212 )

Pension and postretirement, net ( 18,307 ) ( 15,049 ) ( 1,236 )

Other ( 29,286 ) ( 30,456 ) 19,389

Pension and postretirement liabilities, net ( 18,880 ) ( 18,307 ) ( 15,049 )

Other current and long-term assets and liabilities 2,195 ( 29,286 ) ( 30,456 )

Net cash provided by operating activities 544,275 448,089 294,776

Cash flows from investing activities:

Proceeds from sales and disposals of long-lived assets 9,147 9,841 4,045

Proceeds from sale/disposal of long-lived assets 3,206 9,147 9,841

Purchases of investments — — ( 10,000 )

23 unchanged sentences

Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock

January 1, 2021 (as previously reported) $ 49,187 $ 122,535 $ 2,670,328 $ ( 310,856 ) $ ( 743,620 )

Correction of prior period error (Note 2) — — ( 6,575 ) — —

January 1, 2021 (as revised) 49,187 122,535 2,663,753 ( 310,856 ) ( 743,620 )

January 1, 2022 $ 49,187 $ 127,104 $ 2,897,922 $ ( 190,465 ) $ ( 1,068,163 )

Net earnings — — 294,348 — —

Other comprehensive income, net of tax — — — 120,391 —

Other comprehensive loss, net of tax — — — ( 68,451 ) —

Dividends paid — — ( 28,779 ) — —

7 unchanged sentences

Net earnings — — 354,509 — —

Other comprehensive loss, net of tax — — — ( 68,451 ) —

Other comprehensive income, net of tax — — — 45,693 —

Dividends paid — — ( 30,249 ) — —

7 unchanged sentences

Net earnings — — 404,978 — —

Other comprehensive income, net of tax — — — 45,693 —

Other comprehensive loss, net of tax — — — ( 30,002 ) —

Dividends paid — — ( 31,656 ) — —

6 unchanged sentences

December 31, 2024 $ 49,187 $ 147,940 $ 3,861,073 $ ( 243,225 ) $ ( 1,365,176 )

(1) For the years ended December 31, 2023, 2022, and 2021, the Corporation repurchased approximately 0.3 million, 0.4 million, and 2.7 million shares of its common stock, respectively.

(1) For the years ended December 31, 2024, 2023, and 2022, the Corporation repurchased approximately 766,000 , 270,000 , and 390,000 shares of its common stock, respectively.

See notes to consolidated financial statements

15 unchanged sentences

Production costs are comprised of direct material and labor and applicable manufacturing overhead.

Progress Payments

Certain long-term contracts provide for interim billings as costs are incurred on the respective contracts.

Pursuant to contract provisions, agencies of the U.S.

Government and other customers obtain control of promised goods or services to the extent that progress payments are received.

Accordingly, these receipts have been reported as a reduction of unbilled receivables as presented in Note 5 to the Consolidated Financial Statements.

In the event that progress payments received exceed revenue recognized to date on a specific contract, a contract liability has been established with such amount reported in the "Deferred revenue" line within the Consolidated Balance Sheet.

The Corporation also receives progress payments on development contracts related to certain aerospace and defense programs.

Progress payments received on partially funded development contracts have been reported as a reduction of inventories, as presented in Note 6 to the Consolidated Financial Statements.

Property, Plant, and Equipment

41 unchanged sentences

The Corporation records amounts related to uncertain income tax positions by 1) prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements and 2) the measurement of the income tax benefits recognized from such positions.

The Corporation’s accounting policy is to classify uncertain income tax positions that are not expected to be resolved in one year as a non-current income tax liability and to classify interest and penalties as a component of interest expense and general and administrative expenses, respectively.

The Corporation’s accounting policy is to classify uncertain income tax positions that

are not expected to be resolved in one year as a non-current income tax liability and to classify interest and penalties as a component of interest expense and general and administrative expenses, respectively.

See Note 12 to the Consolidated Financial Statements for further information.

Interest Rate Risks and Related Strategies

The Corporation’s primary interest rate exposure results from changes in U.S.

dollar interest rates.

The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt.

The Corporation periodically uses interest rate swaps to manage such exposures.

Under these interest rate swaps, the Corporation exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.

For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates.

Recently Issued Accounting Standards

Recently issued accounting standards adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires disclosure of significant reportable segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within the Corporation's measure of segment profit or loss.

ASU 2023-07 also requires that all disclosures around segment profit or loss and assets be provided on both an annual and interim basis.

The Company adopted this standard as of December 31, 2024 and included revised disclosures within Note 17 of the Consolidated Financial Statements.

Recently issued accounting standards to be adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740), Improvement to Income Tax Disclosures , which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvement to Income Tax Disclosures , which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid.

The ASU is effective for annual reporting periods beginning with the year ending December 31, 2025.

1 unchanged sentence

The Company is currently evaluating the impact of adopting this standard on its Consolidated Financial Statements.

In November 2023, the FASB issued A SU 2023-07, Segment Reporting (Topic 280), Improvement to Reportable Segment Disclosures .

This ASU enhances disclosures required for reportable segments in both annual and interim consolidated financial statements.

The ASU, which requires retrospective application, is effective for annual reporting periods beginning with the year ending December 31, 2024, and interim periods beginning with the three months ending March 31, 2025.

In December 2024, the FASB issued ASU 2024-03 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about certain income statement line items in the notes to the financial statements.

The ASU is effective for annual reporting periods beginning with the year ending December 31, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this standard on its Consolidated Financial Statements.

CORRECTION OF PRIOR PERIOD ERROR

During the third quarter of 2023, the Corporation identified an error related to a single long-term contract within a subsidiary of its Naval & Power segment.

The error primarily impacts 2020 and 2021, whereby certain events occurring during the pandemic, including constructive changes to the contract as well as labor inefficiencies and hiring delays due to a facility relocation, were not reflected in the contract’s estimated costs of completion.

In accordance with Staff Accounting Bulletin (SAB) Nos.

99 and 108, the Corporation evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that it was not material to any one of the prior reporting periods affected and, therefore, amendment of previously filed reports with the Securities and Exchange Commission is not required.

However, the Corporation concluded that the cumulative misstatement could not be corrected in the three and nine months ended September 30, 2023, without materially misstating those respective periods.

Therefore, the Corporation revised the accompanying prior period financial statements and related notes hereto included within this filing, as summarized below.

The net impact of the error resulted in an overstatement of previously reported total net sales and net earnings of approximately $ 5 million and $ 4 million, respectively, for the year ended December 31, 2021 and an overstatement of previously reported total net sales and net earnings of approximately $ 8 million and $ 7 million , respectively, for the year ended December 31, 2020.

The net impact of the error for the year ended December 31, 2020 of approximately $ 7 million has been corrected as an adjustment to the beginning balance as of January 1, 2021 in the accompanying consolidated statement of stockholders’ equity for the year ended December 31, 2021.

The error did not impact previously reported total net sales or net earnings for the year ended December 31, 2022.

The following tables summarize the net impact of the error in the accompanying consolidated financial statements:

Consolidated Balance Sheet as of December 31, 2022:

(In thousands) As previously reported Corrections As revised

Receivables, net $ 724,603 $ ( 1,299 ) $ 723,304

Total current assets 1,517,313 ( 1,299 ) 1,516,014

Total assets 4,449,602 ( 1,299 ) 4,448,303

Accrued expenses 177,536 ( 3,096 ) 174,440

Deferred revenue 242,483 12,318 254,801

Other current liabilities 82,395 384 82,779

Total current liabilities 971,439 9,606 981,045

Total liabilities 2,457,483 9,606 2,467,089

Retained earnings 3,174,396 ( 10,905 ) 3,163,491

Total stockholders' equity 1,992,119 ( 10,905 ) 1,981,214

Total liabilities and stockholders' equity 4,449,602 ( 1,299 ) 4,448,303

Consolidated Statement of Earnings for the year ended December 31, 2021:

(In thousands) As previously reported Corrections As revised

Product sales $ 2,109,617 $ ( 5,170 ) $ 2,104,447

Total net sales 2,505,931 ( 5,170 ) 2,500,761

Cost of product sales 1,330,191 384 1,330,575

Total cost of sales 1,572,575 384 1,572,959

Gross profit 933,356 ( 5,554 ) 927,802

Operating income 382,683 ( 5,554 ) 377,129

Earnings before income taxes 354,510 ( 5,554 ) 348,956

Provision for income taxes ( 87,351 ) 1,224 ( 86,127 )

Net earnings 267,159 ( 4,330 ) 262,829

Basic earnings per share $ 6.61 $ ( 0.11 ) $ 6.50

Diluted earnings per share $ 6.58 $ ( 0.11 ) $ 6.47

Consolidated Statement of Comprehensive Income for the year ended December 31, 2021:

(In thousands) As previously reported Corrections As revised

Net earnings $ 267,159 $ ( 4,330 ) $ 262,829

Comprehensive income 387,550 ( 4,330 ) 383,220

Consolidated Statement of Cash Flows for the year ended December 31, 2021:

(In thousands) As previously reported Corrections As revised

Net earnings $ 267,159 $ ( 4,330 ) $ 262,829

Receivables, net ( 61,277 ) 105 ( 61,172 )

Deferred revenue 9,584 5,065 14,649

Income taxes ( 12,988 ) ( 1,224 ) ( 14,212 )

Other 19,005 384 19,389

Net cash provided by operating activities 387,668 — 387,668

The Corporation accounts for revenues in accordance with ASC 606, Revenue from Contracts with Customers .

14 unchanged sentences

There were no significant changes in estimated contract costs during 2024, 2023, or 2022.

If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.

If a performance obligation does not qualify for over-time revenue

recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.

The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over-time versus at a point-in-time for the years ended December 31, 2024, 2023, and 2022:

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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.

For the year ended December 31, 2023, the Corporation did not complete any acquisitions.

For the year ended December 31, 2024, the Corporation acquired two businesses for an aggregate purchase price of $ 226 million, net of cash acquired.

Such acquisitions contributed $ 8 million of total net sales and $ 1 million of net losses for the year ended December 31, 2024 which are included in the Consolidated Statement of Earnings.

Also, the Corporation paid $ 5

million during the year ended December 31, 2022 for the final portion of the purchase price on the acquisition of Dyna-Flo Control Valve Services Ltd.

(Dyna-Flo), which was initially held back as security for potential indemnification claims against the seller in accordance with the terms of the Purchase Agreement.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated:

2 unchanged sentences

Inventory 5,789

Other current and non-current assets 8,876

Property, plant and equipment 4,106

1 unchanged sentence

Operating lease right-of-use assets, net 1,858

Other current and non-current assets 2,078

Current and non-current liabilities ( 22,973 )

Deferred revenue ( 12,969 )

Deferred income taxes ( 14,121 )

Net tangible and intangible assets 93,388

2 unchanged sentences

Goodwill deductible for tax purposes $ —

Receivables include current notes, amounts billed to customers, claims, other receivables, and unbilled revenue on long-term contracts, which consists of amounts recognized as sales but not billed.

Substantially all amounts of unbilled receivables are expected to be billed and collected in the subsequent year.

An immaterial amount of billed receivables are subject to retainage provisions.

The amount of claims and unapproved change orders within our receivables balances is immaterial.

2024 Acquisitions

On April 1, 2024, the Corporation completed the acquisition of WSC for $ 34 million.

The Share Purchase Agreement contains 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 seller.

The acquired business, which operates within the Naval & Power segment, is a provider of simulation technology that supports the design, commissioning, and reliable operation of commercial nuclear power generation and process plants.

The acquisition is subject to post-closing adjustments with the purchase price allocation not yet complete.

Ultra Nuclear Limited and Weed Instrument Co., Inc.

(Ultra Energy)

On December 31, 2024, the Corporation completed the acquisition of Ultra Energy, a subsidiary of Ultra Electronics, for $ 192 million in cash, net of cash acquired.

The acquired business, which operates in the Naval & Power segment, is a designer and

manufacturer of reactor protection systems, neutron monitoring systems, radiation monitoring systems, and temperature and pressure sensors.

The acquisition is subject to post-closing adjustments with the purchase price allocation not yet complete.

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.

The amount of claims and unapproved change orders within our receivables balances are immaterial.

The Corporation is either a prime contractor or subcontractor to various agencies of the U.S.

8 unchanged sentences

Trade and other receivables $ 479,837 $ 427,830

Unbilled receivables:

Recoverable costs and estimated earnings not billed 309,561 315,383

Progress payments applied ( 687 ) ( 67 )

Net unbilled receivables 308,874 315,316

Unbilled receivables (contract assets):

Recoverable costs and estimated earnings not billed, net of progress payments 359,402 308,874

Allowance for doubtful accounts ( 4,202 ) ( 4,026 )

1 unchanged sentence

Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year.

The caption "Inventoried costs related to U.S.

Government and other long-term contracts" includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization.

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 net realizable value.

5 unchanged sentences

Inventoried costs related to U.S.

Government and other long-term contracts (1)

Government and other long-term contracts, net of progress payments

36,365 40,796

Inventories, net of reserves 512,492 486,219

Progress payments applied ( 2,459 ) ( 3,106 )

Inventories, net $ 541,442 $ 510,033

(1) As of December 31, 2023, this caption also includes capitalized development costs of $ 13.8 million related to certain aerospace and defense programs.

These capitalized costs will be liquidated as units are produced and sold under contract.

As of December 31, 2023, capitalized development costs of $ 8.8 million are not currently supported by existing firm orders.

PROPERTY, PLANT, AND EQUIPMENT

11 unchanged sentences

December 31, 2022 $ 321,550 $ 702,786 $ 520,299 $ 1,544,635

Acquisitions 12,445 — 94,148 106,593

Adjustments — 967 — 967

Foreign currency translation adjustment 3,581 7,592 3,018 14,191

December 31, 2023 $ 325,131 $ 710,378 $ 523,317 $ 1,558,826

Acquisitions — — 132,153 132,153

Foreign currency translation adjustment ( 1,627 ) ( 8,659 ) ( 4,975 ) ( 15,261 )

December 31, 2024 $ 323,504 $ 701,719 $ 650,495 $ 1,675,718

The purchase price allocations relating to the businesses acquired are initially based on estimates.

The Corporation adjusts these estimates based upon final analysis, including input from third party appraisals, when deemed appropriate.

The determination of fair value is finalized no later than twelve months from acquisition.

Goodwill adjustments represent subsequent adjustments to the purchase price allocation for acquisitions.

The Corporation accounts for acquisitions by assigning the purchase price to acquired tangible and intangible assets and liabilities assumed.

Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill.

The Corporation completed its annual goodwill impairment testing as of October 31, 2024, 2023, and 2022 and concluded that there was no impairment of goodwill.

OTHER INTANGIBLE ASSETS, NET

Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, and trademarks.

Intangible assets are generally the result of acquisitions and consist primarily of purchased technology and customer related intangibles.

Intangible assets are amortized over useful lives that generally range between 1 and 20 years.

9 unchanged sentences

(1) Programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology, and trademarks underlying the associated program.

During the year ended December 31, 2024, the Corporation acquired intangible assets of $ 99 million.

The Corporation acquired Customer-related intangibles of $ 71 million, Technology of $ 26 million, and Other intangible assets of $ 2 million, which have weighted average amortization periods of 12 years, 15 years, and 3 years, respectively.

During the year ended December 31, 2023, the Corporation did not acquire any intangible assets.

During the year ended December 31, 2022, the Corporation acquired intangible assets of $ 147 million as a result of the Corporation's Keronite and arresting systems acquisitions, which included Customer-related intangibles of $ 106 million, Technology of $ 36 million, and Other intangible assets of $ 5 million.

The weighted average amortization periods for these aforementioned intangible assets upon acquisition were 16.1 , 14.9 , and 10.0 years, respectively.

Amortization expense for the years ended December 31, 2024, 2023, and 2022 was $ 57 million, $ 65 million, and $ 61 million, respectively.

12 unchanged sentences

Finance lease cost:

Depreciation of finance leases $ 1,037 $ 1,037

Amortization of right of use assets $ 1,037 $ 1,037

Interest on lease liabilities 299 347

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Property, plant, and equipment $ 15,561 $ 15,561

Accumulated depreciation ( 9,682 ) ( 8,645 )

Accumulated amortization ( 10,719 ) ( 9,682 )

Property, plant, and equipment, net $ 4,842 $ 5,879

21 unchanged sentences

FAIR VALUE OF FINANCIAL INSTRUMENTS

Interest Rate Risks and Related Strategies

Interest Rate Risks

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 estimated fair value amounts were determined by the Corporation using available market information, which is primarily based on quoted market prices for the same or similar issues as of December 31, 2024.

The fair values of our debt instruments are characterized as Level 2 measurements which are based on market-based inputs or unobservable inputs and corroborated by market data such as quoted prices, interest rates, or yield curves.

The estimated fair values of the Corporation’s fixed rate debt instruments as of December 31, 2023, net of debt issuance costs, totaled $ 973 million compared to a carrying value, net of debt issuance costs, of $ 1,046 million.

The estimated fair values of the Corporation’s fixed rate debt

instruments as of December 31, 2024, net of debt issuance costs, totaled $ 964 million compared to a carrying value, net of debt issuance costs, of $ 1,046 million.

6 unchanged sentences

Accrued interest 13,782 13,150

Accrued commissions 8,421 6,807

Accrued external commissions 5,967 8,421

Accrued insurance 9,055 5,988

6 unchanged sentences

Warranty reserves 13,372 15,207

WEC legal reserve — 10,000

Pension and other postretirement liabilities 5,399 4,981

4 unchanged sentences

The finalized transition tax of $ 23.6 million was to be paid over 8 years pursuant to the Tax Act.

The transition tax liability, which is expected to be paid in 2024 and 2025, was $ 7.8 million and $ 7.4 million as of December 31, 2023 and December 31, 2022, respectively.

The transition tax liability, which is expected to be paid in 2025, was $ 6.1 million and $ 7.8 million as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, the Corporation reassessed its assertion around whether foreign undistributed earnings should continue to no longer be considered permanently reinvested.

Consistent with the prior year findings, the Corporation remained no longer permanently reinvested with the exception of one foreign subsidiary.

The Corporation remains no longer permanently reinvested with the exception of three foreign subsidiaries.

The Corporation has recorded a liability for withholding taxes that would arise upon distribution of the Corporation’s foreign undistributed earnings.

5 unchanged sentences

$ 522,056 $ 463,070 $ 389,195

(1) The Corporation recognized a pre-tax loss of $ 5 million during the first quarter of 2022 pertaining to the sale of its industrial valve business in Germany, as well as pre-tax impairment losses of $ 19 million in 2021.

(1) The Corporation recognized a pre-tax loss of $ 5 million during the first quarter of 2022 pertaining to the sale of its industrial valve business in Germany.

The provision for income taxes for the years ended December 31 consists of:

17 unchanged sentences

Foreign loss on sale — — 0.2

Foreign asset impairment (held for sale) — — 1.6

Valuation allowance for foreign assets held for sale — — 0.2

Financing arrangement (2)

R&D tax credits ( 1.3 ) ( 1.1 ) ( 1.1 )

3 unchanged sentences

(1) Foreign earnings primarily include the net impact of differences between local statutory rates and the U.S.

Federal statutory rate, the cost of repatriating foreign earnings, and the impact of changes to foreign valuation allowances, excluding items related to foreign assets that were classified as held for sale in 2021 .

Federal statutory rate, the cost of repatriating foreign earnings, and the impact of changes to foreign valuation allowances.

(2) In an effort to simplify its organizational structure and facilitate repatriation, the Corporation underwent a substantial internal reorganization of its foreign ownership structure in 2024 that included the establishment of financing arrangements.

The components of the Corporation’s deferred tax assets and liabilities as of December 31 are as follows:

7 unchanged sentences

Net operating loss 6,431 8,348

Legal reserves 287 2,864

Other 34,264 30,417

7 unchanged sentences

Depreciation 14,880 15,339

Contract revenue recognition 15,256 5,297

Other 3,776 2,863

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Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets.

As of December 31, 2023 the Corporation decreased its valuation allowance by $ 0.8 million to $ 4.9 million, in order to measure only the portion of deferred tax assets that more likely than not will be realized.

As of December 31, 2023, $ 2.0 million of the total valuation allowance relates to foreign tax credits arising from branch operations that the Corporation believes it will be unable to utilize.

The Corporation recorded a tax benefit of $ 1.4 million in the current year as compared to a provision of $ 2.7 million in prior year related to the valuation allowance on branch foreign tax credits.

As of December 31, 2024, the Corporation decreased its valuation allowance to $ 5.0 million, in order to measure only the portion of deferred tax assets that more likely than not will be realized.

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as projections for growth.

36 unchanged sentences

100,000 89,538 100,000 92,961

4.64 % Senior notes due 2034

100,000 92,961 100,000 90,341

Total debt 1,047,500 965,253 1,047,500 974,735

9 unchanged sentences

(In thousands)

2025 $ 90,000

Thereafter 600,000

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In connection with the issuance of the 2020 Notes, the Corporation paid customary fees that have been deferred and are being amortized over the term of the 2020 Notes.

Under the terms of the Note Purchase Agreements, as amended, the Corporation is required to maintain certain financial ratios, the most restrictive of which are a debt to capitalization limit of 60 % ( 65 % for four consecutive quarters following an acquisition greater than $100 million) and an interest coverage ratio not to be less than 3 to 1.

Under the terms of the Note Purchase Agreements, as amended, the Corporation is required to maintain certain financial ratios, the most restrictive of

which are a debt to capitalization limit of 60 % ( 65 % for four consecutive quarters following an acquisition greater than $100 million) and an interest coverage ratio not to be less than 3 to 1.

The debt to capitalization ratio (as defined per the Notes Purchase Agreement and Credit Agreement) is calculated using the same formula for all of the Corporation’s debt agreements and is a measure of the Corporation’s indebtedness to capitalization, where capitalization equals debt plus equity.

15 unchanged sentences

In connection with the 2011 Notes, the Corporation paid customary fees that have been deferred and are being amortized over the term of the 2011 Notes.

Under the terms of the Note Purchase Agreement, as amended, the Corporation is required to maintain certain financial ratios, the most restrictive of which is a debt to capitalization limit of 60 % ( 65 % for four consecutive quarters following an acquisition greater than $100

million) and an interest coverage ratio of less than 3 to 1.

3 unchanged sentences

The Corporation is required to report both basic earnings per share (EPS), based on the weighted-average number of common shares outstanding, and diluted earnings per share, based on the basic EPS adjusted for all potentially dilutive shares issuable.

As of December 31, 2023, 2022 and 2021, there were no anti-dilutive equity-based awards excluded from the calculation of diluted earnings per share.

For the years ended December 31, 2024, 2023 and 2022, there were approximately 24,000 , 12,000 , and 28,000 anti-dilutive equity-based awards excluded from the calculation of diluted earnings per share.

Earnings per share calculations for the years ended December 31, 2024, 2023, and 2022, were as follows:

12 unchanged sentences

SHARE-BASED COMPENSATION PLANS

In May 2014, the Corporation adopted the Curtiss-Wright 2014 Omnibus Incentive Plan (the 2014 Omnibus Plan).

The plan replaced the Corporation's existing 2005 Long Term Incentive Plan and the 2005 Stock Plan for Non-Employee Directors (collectively the 2005 Stock Plans).

In May 2024, the Corporation’s stockholders approved the Curtiss-Wright 2024 Omnibus Incentive Plan (the 2024 Omnibus Plan).

The plan replaced the Corporation's existing 2014 Omnibus Incentive Plan.

Beginning in May 2024, all awards were granted under the 2024 Omnibus Plan.

3 unchanged sentences

During 2024, the Corporation granted share-based awards in the form of RSUs and PSUs.

Previous grants under the 2005 Stock Plans included non-qualified stock options.

Previous grants under the 2014 Omnibus Incentive Plan were in the form of RSUs and PSUs.

Under our employee benefit program, the Corporation also provides an Employee Stock Purchase Plan (ESPP) to most active employees.

10 unchanged sentences

No share-based compensation costs were capitalized during 2024, 2023, or 2022.

The following table summarizes the cash received from share-based awards on share-based compensation:

(In thousands) 2023 2022 2021

Cash received from share-based awards $ 10,584 $ 9,997 $ 9,705

Performance Share Units

The Corporation has granted performance share units to certain employees, whose three year cliff vesting is contingent upon the Corporation's total shareholder return over the three-year term beginning at the start of the fiscal year following the date of grant.

Performance is measured by determining the percentile rank of the total shareholder return of the Corporation's common stock in relation to the total shareholder return of a self-constructed peer group (for awards granted in 2022 and 2023) or compared to the S&P Midcap 400 Index (for awards granted in 2021).

The non-vested shares are subject to forfeiture if established performance goals are not met or employment is terminated other than due to death, disability, or retirement.

The Corporation has granted performance share units to certain employees, whose three-year cliff vesting is contingent upon the Corporation's total shareholder return over the three-year term beginning at the start of the fiscal year of the date of grant.

The non-vested shares are subject to forfeiture if

established performance goals are not met or employment is terminated other than due to death, disability, or retirement.

Share plans are denominated in share-based units based on the fair market value of the Corporation’s common stock on the date of grant.

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The non-vested restricted units are subject to forfeiture if employment is terminated other than due to death, disability, or retirement.

A summary of the Corporation’s 2023 activity related to performance share units and restricted share units are as follows:

Performance Share Units (PSUs) Restricted Share Units (RSUs)

(000’s) Weighted-

Fair Value Shares/Units

(000’s) Weighted-

Nonvested as of December 31, 2022 105 $ 143.69 212 $ 114.15

Granted 36 172.89 58 174.33

Vested ( 57 ) 103.86 ( 78 ) 83.43

Forfeited — — ( 6 ) 146.84

Nonvested as of December 31, 2023 84 $ 183.09 186 $ 144.59

Expected to vest as of December 31, 2023 84 $ 183.09 186 $ 144.59

Nonvested PSUs had an intrinsic value of $ 18.7 million and unrecognized compensation costs of $ 5.1 million as of December 31, 2023.

Nonvested RSUs had an intrinsic value of $ 41.4 million and unrecognized compensation costs of $ 12.1 million as of December 31, 2023.

Unrecognized compensation costs related to PSUs and RSUs are expected to be recognized over 1.7 years and 2.1 years, respectively.

Employee Stock Purchase Plan

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The Corporation maintains separate and distinct pension and other post-retirement defined benefit plans, consisting of three domestic plans and six separate foreign pension plans.

The Corporation maintains nine separate and distinct pension and other post-retirement defined benefit plans, consisting of three domestic plans and six separate foreign pension plans.

The domestic plans include a qualified pension plan, a non-qualified pension plan, and a postretirement health-benefits plan.

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As of December 31, 2024, and 2023, the Corporation had a noncurrent pension asset of $ 279.6 million and $ 244.1 million, respectively.

The change in balance was primarily due to a higher return on plan assets during 2023.

The change in balance was primarily due to a higher discount rate in 2024.

Nonqualified Pension Plan

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Effective August 31, 2013, the Corporation modified the benefit design for post-65 retirees by introducing RRAs to align with the EMD delivery model.

The Corporation had an accrued postretirement benefit liability $ 20.0 million as of both December 31, 2023 and 2022, respectively.

The Corporation had an accrued postretirement benefit liability of $ 17.6 million and $ 20.0 million as of December 31, 2024 and December 31, 2023, respectively.

The Corporation expects to contribute $ 1.6 million to the plan during 2025.

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Cost of settlements/curtailments 787 — 4,499

Special termination benefits — — 52

Net periodic benefit cost $ ( 14,498 ) $ ( 12,671 ) $ 10,664

The cost of settlements/curtailments indicated above represents events that are accounted for under guidance on employers’ accounting for settlements and curtailments of defined benefit pension plans.

In 2022 and 2021, the Company recognized settlement charges related to the retirement of former executives.

In 2022, the Company recognized settlement charges related to the retirement of former executives.

The following table outlines the Corporation's consolidated disclosure of the pension benefits information described previously.

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Actuarial (gain) loss ( 40,169 ) 17,312

Settlements ( 3,463 ) —

Benefits paid ( 42,155 ) ( 52,228 )

Actual expenses ( 1,834 ) ( 1,997 )

Acquisitions — 496

Divestitures — ( 4,341 )

Currency translation adjustments ( 3,816 ) 5,340

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Actual expenses ( 1,834 ) ( 1,997 )

Settlements ( 3,463 ) —

Currency translation adjustments ( 3,407 ) 5,598

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Rate of compensation increase 3.32 % 3.33 %

Health care cost trends:

Rate assumed for subsequent year N/A N/A

Ultimate rate reached in 2032

Weighted-average assumptions in determination of net periodic benefit cost:

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Rate of compensation increase 3.33 % 3.34 %

Health care cost trends:

Rate assumed for subsequent year N/A N/A

Ultimate rate reached in 2032

The Corporation applies the spot rate, or full yield curve, approach for developing discount rates.

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Fair Value Measurements

The following table presents consolidated plan assets (in thousands) using the fair value hierarchy as of December 31, 2023.

The following table presents consolidated plan assets (in thousands) using the fair value hierarchy as of December 31, 2024 and December 31, 2023.

Asset Category Total Quoted Prices

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Aerospace & Industrial, Defense Electronics, and Naval & Power, as described below in further detail.

The Aerospace & Industrial reportable segment is comprised of businesses that provide a diversified offering of highly engineered products and services supporting critical applications primarily across the commercial aerospace and general industrial markets.

The products offered include electronic throttle control devices, joysticks, power management electronics, traction inverters and transmission shifters, electro-mechanical actuation control components, and surface technology services such as shot peening, laser peening, and engineered coatings.

The products offered include electronic throttle control devices, joysticks, power management electronics, traction inverters and transmission shifters, sensors, electro-mechanical actuation control components, and surface technology services such as shot peening, laser peening, and engineered coatings.

The Defense Electronics reportable segment is comprised of businesses that primarily provide products to the defense markets and to a lesser extent the commercial aerospace market.

The products offered include commercial off-the-shelf (COTS) embedded computing board level modules, integrated subsystems, turret aiming and stabilization products, tactical communications solutions for battlefield network management, weapons handling systems, avionics and electronics, flight test equipment, and aircraft data management solutions.

The Naval & Power reportable segment is comprised of businesses that provide products to the naval defense market and to a lesser extent the power & process and aerospace defense markets.

The products offered include main coolant pumps, power-dense compact motors, generators, secondary propulsion systems, pumps, pump seals, valves, control rod drive mechanisms, fastening systems, specialized containment doors, airlock hatches, spent fuel management products, fluid sealing products, and arresting systems.

The Naval & Power reportable segment is comprised of businesses that primarily provide products to the naval defense and power & process markets, and to a lesser extent, the aerospace defense markets.

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.

The CODM uses operating income to assess the performance of each segment by evaluating current period results against budget and prior period results when determining the allocation of operating and capital resources to each segment.

Operating results by reportable segment are as follows:

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Intersegment Revenues ( 5,270 ) ( 5,508 ) ( 6,487 )

Total Consolidated $ 2,845,373 $ 2,557,025 $ 2,500,761

Operating income (expense)

Total net sales $ 3,121,189 $ 2,845,373 $ 2,557,025

Cost of sales

Aerospace & Industrial $ 600,131 $ 577,038 $ 550,001

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Naval & Power 868,109 761,202 678,745

Total cost of sales $ 1,949,614 $ 1,770,553 $ 1,594,118

Research and development expenses

Aerospace & Industrial $ 26,729 $ 23,211 $ 21,132

Defense Electronics 52,132 50,865 48,587

Naval & Power 11,435 10,793 9,179

Total research and development expenses $ 90,296 $ 84,869 $ 78,898

Selling expenses

Aerospace & Industrial $ 25,614 $ 25,897 $ 25,355

Defense Electronics 58,705 54,811 47,202

Naval & Power 58,332 54,847 46,951

Total selling expenses $ 142,651 $ 135,555 $ 119,508

General and administrative expenses

Aerospace & Industrial $ 123,907 $ 118,320 $ 105,401

Defense Electronics 95,472 88,783 77,980

Naval & Power 140,696 126,521 113,810

Total general and administrative expenses $ 360,075 $ 333,624 $ 297,191

Other segment items (2)

Aerospace & Industrial $ 8,802 $ — $ —

Defense Electronics 1,936 — —

Naval & Power 660 — 4,651

Total other segment items $ 11,398 $ — $ 4,651

Operating income

Aerospace & Industrial $ 148,023 $ 145,278 $ 136,996

Defense Electronics 224,739 191,775 154,568

Naval & Power 199,663 189,227 177,582

Total Segment $ 572,425 $ 526,280 $ 469,146

Corporate and Eliminations (1)

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(1) Corporate and Eliminations includes pension expense, environmental remediation and administrative expenses, legal, and other expenses.

(2) Other segment items includes restructuring expenses associated with the 2024 Restructuring Program as well as the loss on divestiture from the Corporation's sale of its industrial valves business in 2022.

As of December 31,

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To date, the Corporation has not been found liable for or paid any material sum of money in settlement in any asbestos-related case.

The Corporation believes its minimal use of asbestos in its past operations and the relatively non-friable condition of asbestos in its products

make it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate.

The Corporation believes its minimal use of asbestos in its past operations and the relatively non-friable condition of asbestos in its products make it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate.

The Corporation maintains insurance coverage for these potential liabilities and believes adequate coverage exists to cover any unanticipated asbestos liability.

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Accordingly, this obligation has not been recorded in the Consolidated Financial Statements.

A liability for this obligation will be recorded in the period when sufficient information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability’s fair value.

A liability for this obligation will be recorded in the period when sufficient

information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability’s fair value.

The Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility.

The Corporation has provided this financial assurance in the form of a $ 35 million surety bond.

The Corporation has provided this financial assurance in the form of a $ 35 million surety bond effective through December 31, 2024.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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— ( 44 ) ( 44 )

Net current period other comprehensive loss ( 61,241 ) ( 7,210 ) ( 68,451 )

Net current period other comprehensive income 37,519 8,174 45,693

December 31, 2023 $ ( 123,288 ) $ ( 89,935 ) $ ( 213,223 )

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Amounts reclassified from accumulated other comprehensive income (1)

— ( 44 ) ( 44 )

Net current period other comprehensive income 37,519 8,174 45,693

Net current period other comprehensive income (loss) ( 43,905 ) 13,903 ( 30,002 )

December 31, 2024 $ ( 167,193 ) $ ( 76,032 ) $ ( 243,225 )

(1) All amounts are after tax.

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

Amount reclassified from Accumulated other comprehensive income (loss) Affected line item in the Consolidated Statement of Earnings

(In thousands) 2023 2022

Defined benefit pension and postretirement plans

Amortization of prior service costs $ 133 $ 345 Other income, net

Recognized net actuarial losses ( 85 ) ( 17,198 ) Other income, net

Settlements — ( 4,499 ) Other income, net

48 ( 21,352 ) Earnings before income taxes

( 4 ) 5,115 Provision for income taxes

Total reclassifications $ 44 $ ( 16,237 ) Net earnings

RESTRUCTURING COSTS

During the year ended December 31, 2024, the Corporation executed restructuring activities across all of its segments to support its ongoing effort of improving operating efficiency ("2024 Restructuring Program").

These activities, which primarily include workforce reductions, consolidation of facilities, and costs related to legal entity restructuring, resulted in pre-tax charges of $ 15.9 million for the year ended December 31, 2024.

The Company anticipates that these actions will be substantially completed by June 30, 2025.

The following tables summarize the respective balances related to these restructuring activities by both reportable segment as well as on a consolidated basis:

In thousands Restructuring Liability as of December 31, 2023 Provision Cash Payments Restructuring Liability as of December 31, 2024

Aerospace & Industrial

Severance $ — $ 1,750 $ ( 1,750 ) $ —

Facility closure and other costs — 5,037 ( 4,350 ) 687

Total Aerospace & Industrial $ — $ 6,787 $ ( 6,100 ) $ 687

Defense Electronics

Severance $ — $ 1,117 $ ( 656 ) $ 461

Facility closure and other costs — — — —

Total Defense Electronics $ — $ 1,117 $ ( 656 ) $ 461

Naval & Power

Severance $ — $ 667 $ ( 93 ) $ 574

Facility closure and other costs — — — —

Total Naval & Power $ — $ 667 $ ( 93 ) $ 574

Consolidated (including Corporate)

Severance $ — $ 3,558 $ ( 2,522 ) $ 1,036

Facility closure and other costs — 8,051 ( 6,121 ) 1,930

Total consolidated $ — $ 11,609 $ ( 8,643 ) $ 2,966

A reconciliation of total pre-tax restructuring charges is as follows:

Affected line item in the Consolidated Statement of Earnings

(In thousands) December 31, 2024

Inventory write-downs Cost of product sales $ 1,435

Severance, facility closure, and other costs Restructuring expenses 11,609

Property, plant, and equipment & operating lease right of use asset impairments Restructuring expenses 2,839

Total restructuring charges Earnings before income taxes $ 15,883

There were no such comparable charges for the year ended December 31, 2023.

Report of the Corporation

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Curtiss-Wright Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Curtiss-Wright Corporation and subsidiaries (the "Company") as of December 31, 2024 and December 31, 2023, the related consolidated statements of earnings, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

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◦ Obtained the population of active contracts during 2024 and assessed (1) contract year-to-date revenue in relation to inception-to-date margin and (2) contract value in relation to inception-to-date margin to identify potential outliers in the portfolio of active contracts that may contain characteristics of audit interest.

◦ For those contracts identified that contained characteristics of audit interest, performed further audit procedures tailored to address the specific characteristics of audit interest identified.

◦ For those contracts identified through sampling, or that contained characteristics of audit interest, performed further audit procedures tailored to evaluate the estimate, or to address the specific characteristics of audit interest identified.

Procedures performed, among others, included:

▪ Read the relevant portions of contracts including any recent contract modifications to understand contract terms, including incentives, fee arrangement, scope of work, and any unusual contract terms.

▪ Evaluated the estimates of total costs and profits for these selected contracts by:

▪ Read the relevant portions of contracts including any recent contract modifications to understand contract terms, including incentives, fee arrangements, scope of work, and any unusual contract terms.

▪ Evaluated the estimates of total costs to be incurred and profits for these selected contracts by:

• Evaluating management’s ability to achieve the estimated cost and profit by 1) performing inquiries with the business managers and corroborating the information gained from these inquiries with other parties who have detailed knowledge of the contract’s progress, issues being encountered, and overall production status, 2) considering management’s historical performance against estimates, and 3) considering any contradictory information.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 13, 2025, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at WSC Inc.

("WSC"), and Ultra Nuclear Limited and Weed Instruments Co., Inc.

("Ultra Energy"), which were acquired on April 1, 2024 and December 31, 2024 respectively, and whose financial statements constituted less than 1% of total net sales and approximately 1% of total assets of the consolidated financial statement amounts (excluding acquired intangible assets and goodwill) as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at WSC and Ultra Energy.

Basis for Opinion

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data