What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-10-31 · 266 added, 360 removed, 500 unchanged (56% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(In thousands, except per share data) 2025 2024

17 unchanged sentences

Net earnings $ 101,337 $ 76,495

Net earnings per share:

Basic earnings per share $ 2.69 $ 2.00

8 unchanged sentences

(In thousands)

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Three Months Ended

Net earnings $ 101,337 $ 76,495

3 unchanged sentences

Pension and postretirement adjustments, net of tax (1)

( 607 ) 235 151 ( 188 )

Other comprehensive income (loss), net of tax 18,938 ( 15,032 )

Comprehensive income $ 120,275 $ 61,463

(1) The tax benefit (expense) included in foreign currency translation adjustments and pension and postretirement adjustments for the three and nine months ended September 30, 2024 and September 30, 2023 was immaterial.

(1) The tax benefit/(expense) included in both foreign currency translation adjustments and pension and postretirement adjustments for the three months ended March 31, 2025 and 2024 was immaterial.

See notes to condensed consolidated financial statements

2 unchanged sentences

(In thousands, except per share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

12 unchanged sentences

Current liabilities:

Current portion of long-term debt $ 90,000 $ —

Current portion of long-term and short-term debt $ — $ 90,000

Accounts payable 237,706 247,185

7 unchanged sentences

Long-term operating lease liability 161,768 148,175

Long-term portion of environmental reserves 14,661 12,784

Other liabilities 110,719 124,761

2 unchanged sentences

Stockholders’ equity

Common stock, $ 1 par value, 100,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

49,187,378 shares issued as of September 30, 2024 and December 31, 2023;

outstanding shares were 37,960,122 as of September 30, 2024 and 38,202,754 as of December 31, 2023

Common stock, $ 1 par value, 100,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

49,187,378 shares issued as of March 31, 2025 and December 31, 2024;

outstanding shares were 37,726,076 as of March 31, 2025 and 37,650,645 as of December 31, 2024

49,187 49,187

2 unchanged sentences

Accumulated other comprehensive loss ( 224,287 ) ( 243,225 )

Common treasury stock, at cost ( 11,227,256 shares as of September 30, 2024 and 10,984,624 shares as of December 31, 2023)

Common treasury stock, at cost ( 11,461,302 shares as of March 31, 2025 and 11,536,733 shares as of December 31, 2024)

( 1,365,451 ) ( 1,365,176 )

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In thousands) 2025 2024

1 unchanged sentence

Net earnings $ 101,337 $ 76,495

Adjustments to reconcile net earnings to net cash provided by operating activities

Adjustments to reconcile net earnings to net cash used for operating activities:

Depreciation and amortization 30,821 26,983

10 unchanged sentences

Other current and long-term assets and liabilities ( 12,862 ) ( 12,167 )

Net cash provided by operating activities 242,976 165,717

Net cash used for operating activities ( 38,765 ) ( 45,633 )

Cash flows from investing activities:

1 unchanged sentence

Additions to property, plant, and equipment ( 15,773 ) ( 12,055 )

Acquisition of business, net of cash acquired ( 33,756 ) —

Additional consideration paid on prior year acquisitions ( 9,619 ) —

Net cash used for investing activities ( 24,893 ) ( 12,014 )

Cash flows from financing activities:

Borrowings under revolving credit facilities 16,615 586,230

Payments of revolving credit facilities ( 16,615 ) ( 586,230 )

Borrowings under revolving credit facility 78,067 4,879

Payment of revolving credit facility ( 78,067 ) ( 4,879 )

Principal payments on debt ( 90,000 ) —

1 unchanged sentence

Proceeds from share-based compensation 5,981 5,472

Dividends paid ( 15,707 ) ( 14,950 )

Other ( 309 ) ( 288 )

1 unchanged sentence

Effect of exchange-rate changes on cash 3,653 ( 4,180 )

Net increase (decrease) in cash and cash equivalents 36,983 ( 108,165 )

Net decrease in cash and cash equivalents ( 158,583 ) ( 68,833 )

Cash and cash equivalents at beginning of period 385,042 406,867

4 unchanged sentences

(In thousands)

For the nine months ended September 30, 2024

For the three months ended March 31, 2024

Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock

1 unchanged sentence

Net earnings — — 76,495 — —

Other comprehensive income, net of tax — — — 9,795 —

Dividends declared — — ( 23,694 ) — —

Restricted stock — ( 13,944 ) — — 13,944

Employee stock purchase plan — 5,714 — — 5,631

Share-based compensation — 14,934 — — 230

Repurchase of common stock (1)

— — — — ( 137,580 )

Other — ( 2,492 ) — — 2,342

September 30, 2024 $ 49,187 $ 144,394 $ 3,751,183 $ ( 203,428 ) $ ( 1,250,917 )

For the three months ended September 30, 2024

Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock

June 30, 2024 $ 49,187 $ 135,574 $ 3,648,005 $ ( 233,488 ) $ ( 1,140,858 )

Net earnings — — 111,160 — —

Other comprehensive income, net of tax — — — 30,060 —

Other comprehensive loss, net of tax — — — ( 15,032 ) —

Dividends declared — — ( 7,674 ) — —

5 unchanged sentences

Other — ( 183 ) — — 183

September 30, 2024 $ 49,187 $ 144,394 $ 3,751,183 $ ( 203,428 ) $ ( 1,250,917 )

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

For the nine months ended September 30, 2023

March 31, 2024 $ 49,187 $ 133,166 $ 3,556,572 $ ( 228,255 ) $ ( 1,130,491 )

For the three months ended March 31, 2025

Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock

9 unchanged sentences

Other — ( 290 ) — — 290

September 30, 2023 $ 49,187 $ 136,610 $ 3,375,502 $ ( 253,416 ) $ ( 1,122,728 )

For the three months ended September 30, 2023

Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock

June 30, 2023 $ 49,187 $ 130,846 $ 3,286,376 $ ( 225,375 ) $ ( 1,113,675 )

Net earnings — — 96,778 — —

Other comprehensive loss, net of tax — — — ( 28,041 ) —

Dividends declared — — ( 7,652 ) — —

Employee stock purchase plan — 1,829 — — 3,529

Share-based compensation — 3,935 — — 419

Repurchase of common stock (1)

— — — — ( 13,001 )

September 30, 2023 $ 49,187 $ 136,610 $ 3,375,502 $ ( 253,416 ) $ ( 1,122,728 )

March 31, 2025 $ 49,187 $ 145,217 $ 3,954,481 $ ( 224,287 ) $ ( 1,365,451 )

(1) For the three months ended March 31, 2025 and March 31, 2024, the Corporation repurchased approximately 42,000 and 53,000 shares, respectively, of its common stock.

See notes to condensed consolidated financial statements

(1) For the three and nine months ended September 30, 2024, the Corporation repurchased approximately 356,000 and 455,000 shares of its common stock, respectively.

For the three and nine months ended September 30, 2023, the Corporation repurchased approximately 64,000 and 209,000 shares of its common stock, respectively.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

14 unchanged sentences

Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate.

During the three and nine months ended September 30, 2024 and 2023, there were no material changes in estimated contract costs.

During the three months ended March 31, 2025 and 2024, there were no significant changes in estimated contract costs.

In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2023 Annual Report on Form 10-K.

The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

New Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-07, Segment Reporting (Topic 280):

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.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

ASU 2023-07 is required to be applied on a retrospective basis for all periods presented.

The Corporation is currently evaluating the impact of adopting this standard on its financial statements, but does not expect it to have a material impact on its consolidated financial position, results of operations, or cash flows.

The Company adopted this standard as of December 31, 2024 and included revised disclosures within Note 11 of the Condensed Consolidated Financial Statements.

New accounting pronouncements not yet adopted

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.

Early adoption is permitted.

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

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.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

The Corporation’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations.

For contracts with multiple performance obligations, the Corporation allocates the overall transaction price to each performance obligation using standalone selling

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

prices, where available, or utilizes estimates for each distinct good or service in the contract where standalone prices are not available.

For contracts with multiple performance obligations, the Corporation allocates the overall transaction price to each performance obligation using standalone selling prices, where available, or utilizes estimates for each distinct good or service in the contract where standalone prices are not available.

The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis.

1 unchanged sentence

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 three and nine months ended September 30, 2024 and 2023:

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over-time versus at a point-in-time for the three months ended March 31, 2025 and 2024:

Three Months Ended

Over-time 53 % 49 %

2 unchanged sentences

Backlog includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods.

Total backlog was approximately $ 3.3 billion as of September 30, 2024, of which the Corporation expects to recognize approximately 90 % as net sales over the next 36 months .

Total backlog was approximately $ 3.7 billion as of March 31, 2025, of which the Corporation expects to recognize approximatel y 90 % as net sales over the next 36 months .

The remainder will be recognized thereafter.

1 unchanged sentence

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

Total Net Sales by End Market and Customer Type Three Months Ended Nine Months Ended

September 30, September 30,

Total Net Sales by End Market and Customer Type Three Months Ended

(In thousands) 2025 2024

4 unchanged sentences

Commercial Aerospace 92,877 89,775

Total Aerospace & Defense $ 566,140 $ 490,773 $ 1,598,602 $ 1,365,411

Total Aerospace & Defense customers $ 562,922 $ 490,256

Power & Process $ 142,934 $ 124,039

General Industrial 99,789 98,872

Total Commercial $ 232,778 $ 233,553 $ 698,274 $ 694,171

Total Commercial customers $ 242,723 $ 222,911

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Total $ 805,645 $ 713,167

5 unchanged sentences

The Corporation’s contract liabilities primarily consist of customer advances received prior to revenue being earned.

Revenue recognized during the three and nine months ended September 30, 2024 included in the contract liabilities

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

balance as of January 1, 2024 was approximately $ 47 million and $ 207 million, respectively.

Revenue recognized during the three and nine months ended September 30, 2023 included in the contract liabilities balance as of January 1, 2023 was approximately $ 38 million and $ 185 million, respectively.

Revenue recognized during the three months ended March 31, 2025 and 2024 included in contract liabilities at the beginning of the respective years was approximately $ 116 million and $ 90 million, respectively.

Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Condensed Consolidated Balance Sheet.

8 unchanged sentences

The Corporation will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

During the nine months ended September 30, 2024, the Corporation acquired one business for a purchase price of $ 34 million.

The Condensed Consolidated Statement of Earnings for the nine months ended September 30, 2024 includes $ 6 million of total net sales and $ 1 million of net losses from the Corporation's 2024 acquisition.

During the nine months ended September 30, 2023, the Corporation did not complete any acquisitions.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the acquisition consummated during the nine months ended September 30, 2024.

During the three months ended March 31, 2025 and 2024, the Corporation did not complete any acquisitions.

During the year ended December 31, 2024, the Corporation acquired two businesses for an aggregate purchase price of $ 235 million.

The Condensed Consolidated Statement of Earnings for the three months ended March 31, 2025 includes $ 19 million of total net sales and $ 5 million of net losses from the Corporation's 2024 acquisitions.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition inclusive of subsequent purchase price adjustments.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

Accounts receivable $ 24,476

Inventory 5,789

Other current and non-current assets 8,877

Property, plant and equipment 11,716

Intangible assets 101,967

1 unchanged sentence

Current and non-current liabilities ( 14,360 )

Deferred revenue ( 12,969 )

Deferred income taxes ( 14,070 )

7 unchanged sentences

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.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Ultra Nuclear Limited and Weed Instrument Co., Inc.

(Ultra Energy)

On June 3, 2024, the Corporation announced that it entered into an agreement to acquire the stock of Ultra Energy, a subsidiary of Ultra Electronics, for $ 200 million in cash.

Ultra Energy is a designer and manufacturer of reactor protection systems, neutron monitoring systems, radiation monitoring systems, and temperature and pressure sensors.

The acquisition is expected to close in the fourth quarter of 2024, subject to UK regulatory approval, with the acquired business to operate within the Naval & Power segment.

On December 31, 2024, the Corporation completed the acquisition of Ultra Energy, a subsidiary of Ultra Electronics, for $ 201 million in cash, net of cash acquired, inclusive of additional consideration paid during the current year period.

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.

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

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

The composition of receivables is as follows:

(In thousands) September 30, 2024 December 31, 2023

(In thousands) March 31, 2025 December 31, 2024

Billed receivables:

1 unchanged sentence

Unbilled receivables (contract assets):

Recoverable costs and estimated earnings not billed 352,500 309,561

Progress payments applied

Net unbilled receivables 352,500 308,874

Recoverable costs and estimated earnings not billed, net of progress payments 401,039 359,402

Allowance for doubtful accounts

1 unchanged sentence

Receivables, net $ 911,313 $ 835,037

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

2 unchanged sentences

The composition of inventories is as follows:

(In thousands) September 30, 2024 December 31, 2023

(In thousands) March 31, 2025 December 31, 2024

Raw materials $ 274,948 $ 262,365

2 unchanged sentences

Inventoried costs related to U.S.

Government and other long-term contracts

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

43,702 36,365

Inventories, net of reserves 583,312 512,492

Progress payments applied ( 728 ) ( 2,459 )

Inventories, net $ 578,103 $ 541,442

1 unchanged sentence

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.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 are as follows:

The changes in the carrying amount of goodwill for the three months ended March 31, 2025 are as follows:

(In thousands) Aerospace & Industrial Defense Electronics Naval & Power Consolidated

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

Acquisitions — — 19,971 19,971

Adjustments (1)

— — ( 10,787 ) ( 10,787 )

Foreign currency translation adjustment 1,810 3,219 3,648 8,677

September 30, 2024 $ 327,855 $ 712,198 $ 543,395 $ 1,583,448

March 31, 2025 $ 325,314 $ 704,938 $ 643,356 $ 1,673,608

(1) Amount includes post-closing purchase price adjustments related to the Corporation's acquisitions of WSC and Ultra Energy.

OTHER INTANGIBLE ASSETS, NET

2 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net

5 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 nine months ended September 30, 2024, the Corporation acquired intangible assets of $ 18 million.

The Corporation acquired Customer-related intangibles of $ 12 million, Technology of $ 5 million, and Other intangible assets of $ 1 million, which have weighted average amortization periods of 18 years, 15 years, and 4 years, respectively.

Total intangible amortization expense for the nine months ended September 30, 2024 was $ 43 million, as compared to $ 49 million in the comparable prior year period.

Total intangible amortization expense for the three months ended March 31, 2025 was $ 18 million, as compared to $ 14 million in the comparable prior year period.

The estimated future amortization expense of intangible assets over the next five years is as follows:

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Interest Rate Risks and Related Strategies

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

dollar interest rates.

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issuances as of September 30, 2024.

Accordingly, all of the Corporation’s debt is valued as a Level 2 financial instrument.

The fair values described below may not be indicative of net realizable value or

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

reflective of future fair values.

The fair values described below may not be indicative of net realizable value or reflective of future fair values.

Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value

21 unchanged sentences

Defined Benefit Pension Plans

The following table is a consolidated disclosure of all domestic and foreign defined benefit pension plans as described in the Corporation’s 2023 Annual Report on Form 10-K filed with the SEC.

The components of net periodic pension cost for the three and nine months ended September 30, 2024 and 2023 were as follows:

Three Months Ended Nine Months Ended

September 30, September 30,

The following table is a consolidated disclosure of all domestic and foreign defined pension plans as described in the Corporation’s 2024 Annual Report on Form 10-K filed with the SEC.

The components of net periodic pension cost/(benefit) were as follows:

Three Months Ended

(In thousands) 2025 2024

4 unchanged sentences

Amortization of unrecognized actuarial loss 246 266

Net periodic pension cost $ ( 3,684 ) $ ( 2,873 ) $ ( 10,528 ) $ ( 8,599 )

The Corporation did not make any contributions to the Curtiss-Wright Pension Plan during the nine months ended September 30, 2024, and does not expect to do so throughout the remainder of the year.

Net periodic pension cost/(benefit) $ ( 4,728 ) $ ( 3,420 )

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Corporation did not make any contributions to the Curtiss-Wright Pension Plan during the three months ended March 31, 2025, and does not expect to do so throughout the remainder of the year.

Contributions to the foreign benefit plans are not expected to be material in 2025.

2 unchanged sentences

subsidiaries.

The employer contributions include both employer match and non-elective contribution components up to a maximum employer contribution of 7 % of eligible compensation.

During the three and nine months ended September 30, 2024, the expense relating to the plan was $ 5.7 million and $ 20.0 million, respectively.

During the three and nine months ended September 30, 2023, the expense relating to the plan was $ 5.2 million and $ 17.4 million, respectively.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The employer contributions include both employer match and non-elective contribution components up to a maximum employer contribution o f 7 % of eligible compensation.

During the three months ended March 31, 2025 and 2024, the expense relating to the plan was $ 8.5 million and $ 7.6 million, respectively.

EARNINGS PER SHARE

1 unchanged sentence

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

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(In thousands) 2025 2024

2 unchanged sentences

Diluted weighted-average shares outstanding 37,851 38,431

For the nine months ended September 30, 2024, approximately 33,000 shares issuable under equity-based awards were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the period.

There were no anti-dilutive equity-based awards for the three months ended September 30, 2024.

For the three and nine months ended September 30, 2023, there were approximately 5,000 and 16,000 anti-dilutive equity-based awards, respectively.

For the three months ended March 31, 2024, there were approximately 59,000 shares issuable under equity-based awards that were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the period.

There were no anti-dilutive shares for the three months ended March 31, 2025.

SEGMENT INFORMATION

1 unchanged sentence

Interest expense and income taxes are not reported on an operating segment basis as they are not considered in the segments’ performance evaluation by the Corporation’s chief operating decision-maker, its Chief Executive Officer.

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

Three Months Ended Nine Months Ended

September 30, September 30,

Operating results by reportable segment were as follows:

Three Months Ended

(In thousands) 2025 2024

3 unchanged sentences

Intersegment Revenues ( 870 ) ( 1,076 )

Total consolidated $ 798,918 $ 724,326 $ 2,296,876 $ 2,059,582

Operating income (expense)

Total net sales $ 805,645 $ 713,167

Cost of sales

Aerospace & Industrial $ 147,762 $ 147,223

1 unchanged sentence

Naval & Power 232,759 196,601

Corporate and other (1)

Total cost of sales $ 505,234 $ 456,757

Research and development expenses

Aerospace & Industrial $ 6,797 $ 6,309

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Defense Electronics 13,002 14,105

Naval & Power 2,865 2,346

Total research and development expenses $ 22,664 $ 22,760

Selling expenses

Aerospace & Industrial $ 7,202 $ 6,637

Defense Electronics 15,030 14,229

Naval & Power 16,823 15,458

Total selling expenses $ 39,055 $ 36,324

General and administrative expenses

Aerospace & Industrial $ 34,504 $ 31,912

Defense Electronics 25,525 23,135

Naval & Power 39,046 32,617

Total general and administrative expenses $ 99,075 $ 87,664

Other segment items (2)

Aerospace & Industrial $ 1,253 $ —

Defense Electronics — —

Naval & Power — —

Total other segment items $ 1,253 $ —

Operating income

Aerospace & Industrial $ 29,922 $ 27,466

Defense Electronics 67,449 48,081

Naval & Power 41,863 35,191

Total Segment 139,234 110,738

Corporate and Eliminations (1)

( 10,029 ) ( 10,777 )

Total Consolidated $ 129,205 $ 99,961

(1) Includes pension and other postretirement benefit expense, certain environmental costs related to remediation at legacy sites, and certain other expenses.

Adjustments to reconcile operating income to earnings before income taxes are as follows:

Depreciation and amortization expense

Aerospace & Industrial $ 7,672 $ 8,194

Defense Electronics 7,546 7,852

Naval & Power 14,862 10,250

Corporate 741 687

Total Consolidated $ 30,821 $ 26,983

Capital expenditures

Aerospace & Industrial $ 6,249 $ 3,906

Defense Electronics 3,517 2,339

Naval & Power 5,501 4,882

Corporate 506 928

Total Consolidated $ 15,773 $ 12,055

(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.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended Nine Months Ended

September 30, September 30,

Adjustments to reconcile operating income to earnings before income taxes are as follows:

Three Months Ended

(In thousands) 2025 2024

Total operating income $ 144,903 $ 132,519 $ 373,761 $ 323,909

Earnings before taxes:

Total reportable segment operating income $ 139,234 $ 110,738

Corporate and Eliminations ( 10,029 ) ( 10,777 )

Interest expense 10,143 10,570

1 unchanged sentence

Earnings before income taxes $ 125,092 $ 98,999

(In thousands) September 30, 2024 December 31, 2023

Identifiable assets

(In thousands) March 31, 2025 December 31, 2024

Segment Assets

Aerospace & Industrial $ 1,106,782 $ 1,090,739

1 unchanged sentence

Naval & Power 1,929,238 1,927,325

Corporate and Other 558,374 529,221

Corporate 422,298 520,691

Total consolidated $ 4,951,791 $ 4,985,704

5 unchanged sentences

( 43,905 ) 13,898 ( 30,007 )

Amounts reclassified from accumulated other comprehensive income (1)

— ( 44 ) ( 44 )

Amounts reclassified from accumulated other comprehensive loss (1)

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

2 unchanged sentences

19,084 ( 331 ) 18,753

Amounts reclassified from accumulated other comprehensive income (1)

9,644 467 10,111

Net current period other comprehensive income 9,644 151 9,795

September 30, 2024 $ ( 113,644 ) $ ( 89,784 ) $ ( 203,428 )

Amounts reclassified from accumulated other comprehensive loss (1)

Net current period other comprehensive income (loss) 19,084 ( 146 ) 18,938

March 31, 2025 $ ( 148,109 ) $ ( 76,178 ) $ ( 224,287 )

(1) All amounts are after tax.

CONTINGENCIES AND COMMITMENTS

From time to time, the Corporation and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business.

From time to time, the Corporation is involved in legal proceedings that are incidental to the operation of its business.

Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures.

The Corporation continues to defend vigorously against all claims.

Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not expect that such legal proceedings will have a material adverse impact on its condensed consolidated financial statements.

Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on its condensed consolidated financial condition, results of operations, and cash flows.

Legal Proceedings

The Corporation has been named in a number of lawsuits that allege injury from exposure to asbestos.

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

The Corporation believes its minimal use of asbestos in its past operations as well as its acquired businesses’ operations and the relatively non-

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

friable condition of asbestos in its historical products makes it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate.

The Corporation has been named in a number of lawsuits that allege injury from exposure to asbestos.

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

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

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

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The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers.

As of both September 30, 2024 and December 31, 2023, there was $ 20 million of stand-by letters of credit outstanding, respectively, and $ 13 million and $ 16 million of bank guarantees outstanding, respectively.

As of March 31, 2025 and December 31, 2024, there were $ 22 million and $ 21 million of stand-by letters of credit outstanding, respectively.

As of both March 31, 2025 and December 31, 2024, there were $ 15 million of bank guarantees outstanding.

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

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RESTRUCTURING COSTS

During the three and nine months ended September 30, 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 approximately $ 3.3 million and $ 7.6 million for the three and nine months ended September 30, 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 September 30, 2024

Aerospace & Industrial

Severance $ — $ 946 $ ( 946 ) $ —

Facility closure and other costs — 1,410 ( 1,281 ) 129

Total Aerospace & Industrial $ — $ 2,356 $ ( 2,227 ) $ 129

Defense Electronics

Severance $ — $ 510 $ ( 395 ) $ 115

Facility closure and other costs — — — —

Total Defense Electronics $ — $ 510 $ ( 395 ) $ 115

Naval & Power

Severance $ — $ 120 $ ( 120 ) $ —

Facility closure and other costs — — — —

Total Naval & Power $ — $ 120 $ ( 120 ) $ —

Consolidated (including Corporate)

Severance $ — $ 1,576 $ ( 1,461 ) $ 115

Facility closure and other costs — 2,975 ( 2,079 ) 896

Total consolidated $ — $ 4,551 $ ( 3,540 ) $ 1,011

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Affected line item in the Condensed Consolidated Statement of Earnings

Three months ended Nine months ended

(In thousands) September 30, 2024 September 30, 2024

Inventory write-downs Cost of product sales $ 8 $ 1,402

Severance, facility closure, and other costs Restructuring expenses 1,633 4,551

Property, plant, and equipment & operating lease right of use asset impairments Restructuring expenses 1,647 1,647

$ 3,280 $ 6,198

Total restructuring charges Earnings before income taxes $ 3,288 $ 7,600

There were no such comparable charges for the three or nine months ended September 30, 2023.

In 2024, the Corporation commenced 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, are anticipated to be substantially completed by June 30, 2025.

For the three months ended March 31, 2025, these restructuring activities resulted in pre-tax charges of approximately $ 1.3 million.

There were no such comparable charges for the three months ended March 31, 2024.

As of March 31, 2025 and December 31, 2024, the restructuring liability associated with these restructuring activities was $ 1.2 million and $ 3.0 million, respectively.

These balances are reported within Other Current Liabilities on the Condensed Consolidated Balance Sheet.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

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Examples of forward-looking statements include, but are not limited to:

(a) projections of or statements regarding return on investment, future earnings, interest income, sales, volume, other income, earnings or loss per share, growth prospects, capital structure, liquidity requirements, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance, (d) impacts on our business relating to ongoing supply chain delivery disruptions, significant inflation, higher interest rates or deflation, and measures taken by governments and private industry in response, as well as related to the conflict between Russia and Ukraine and the Israel and Hamas War, and the related sanctions, (e) the effect of laws, rules, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance, and (f) statements of assumptions, such as economic conditions underlying other statements.

(d) impacts on our business related to ongoing supply chain disruptions, significant inflation, higher interest rates or deflation, labor shortages, U.S.

and foreign trade policies and tariffs or other impositions on imported goods, and measures taken by governments and private industry in response, as well as related to the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and the related sanctions, (e) the effect of laws, rules, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance, and (f) statements of assumptions, such as economic conditions underlying other statements.

Such forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “intend,” “may,” “might,” “outlook,” “potential,” “predict,” “should,” “will,” as well as the negative of any of the foregoing or variations of such terms or comparable terminology, or by discussion of strategy.

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COMPANY ORGANIZATION

Curtiss-Wright Corporation along with its subsidiaries is a global integrated business that provides highly engineered products, solutions, and services mainly to aerospace & defense markets, as well as critical technologies in demanding commercial power, process, and industrial markets.

Curtiss-Wright Corporation is a global integrated business that provides highly engineered products, solutions, and services mainly to A&D markets, as well as critical technologies in demanding commercial power, process, and industrial markets.

We report our operations through our Aerospace & Industrial, Defense Electronics, and Naval & Power segments.

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RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of the Corporation for the three and nine month periods ended September 30, 2024.

The financial information as of September 30, 2024 should be read in conjunction with the financial statements for the year ended December 31, 2023 contained in our Form 10-K.

The financial information as of March 31, 2025 should be read in conjunction with the financial statements for the year ended December 31, 2024 contained in our Form 10-K filed with the SEC.

The MD&A is organized into the following sections:

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The sales for the relevant markets will be discussed throughout the MD&A.

During the three and nine months ended September 30, we conducted actions associated with our 2024 Restructuring Program across all of our segments in an effort to improve operating efficiency.

These actions, which primarily include workforce reductions, consolidation of facilities, and costs related to legal entity restructuring, resulted in pre-tax charges of approximately $3 million and $8 million for the three and nine months ended September 30, 2024, respectively.

The Company anticipates that these actions, which are expected to be substantially completed by June 30, 2025, will result in annual operating cost savings of approximately $10 million.

Analytical Definitions

Throughout management’s discussion and analysis of financial condition and results of operations, the terms “incremental” and “organic” are used to explain changes from period to period.

The term “incremental” is used to highlight the impact that acquisitions and divestitures had on the current year results.

The term “incremental” is used to highlight the impact acquisitions and divestitures had on the current year results.

The results of operations for acquisitions are incremental for the first twelve months from the date of acquisition.

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Condensed Consolidated Statements of Earnings

Three Months Ended Nine Months Ended

September 30, September 30,

(In thousands) 2024 2023 % change 2024 2023 % change

Three Months Ended

(In thousands) 2025 2024 % change

Aerospace & Industrial $ 227,246 $ 219,325 4 %

15 unchanged sentences

Components of sales and operating income increase (decrease):

Three Months Ended Nine Months Ended

September 30, September 30,

2023 2024 vs.

Sales Operating Income Sales Operating Income

Three Months Ended

Sales Operating Income

Organic 11 % 30 %

3 unchanged sentences

Total 13 % 29 %

Sales in the third quarter increased $75 million, or 10%, to $799 million, compared with the prior year period.

On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $8 million, $27 million, and $40 million, respectively.

Sales during the nine months ended September 30, 2024 increased $237 million, or 12%, to $2,297 million, compared with the prior year period.

Sales during the three months ended March 31, 2025 increased $92 million, or 13%, to $806 million, compared with the prior year period.

On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $8 million, $33 million, and $51 million, respectively.

Changes in sales by segment are discussed in further detail in the results by business segment section below.

Operating income during the three months ended March 31, 2025 increased $29 million, or 29%, to $129 million, compared with the prior year period, and operating margin increased 200 basis points to 16.0% compared with the same period in 2024.

Increases in operating income and operating margin were primarily due to favorable absorption on higher sales across all segments as well as the benefits from our operational excellence initiatives.

Operating income and operating margin in the

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

2 unchanged sentences

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Operating income in the third quarter increased $12 million, or 9%, to $145 million, while operating margin decreased 20 basis points to 18.1% compared with the same period in 2023.

Operating income and operating margin in the Defense Electronics segment primarily benefited from favorable overhead absorption on higher A&D sales.

In the Aerospace & Industrial segment, favorable overhead absorption on higher sales was essentially offset by current period restructuring costs and unfavorable product mix.

In the Naval & Power segment, operating income increased while operating margin decreased, as favorable overhead absorption on higher sales as well as the absence of first year purchase accounting costs from our arresting systems acquisition were partially offset by unfavorable product mix and the timing of development programs.

Operating income during the nine months ended September 30, 2024 increased $50 million, or 15%, to $374 million, and operating margin increased 60 basis points to 16.3%, compared with the same period in 2023.

In the Defense Electronics segment, increases in operating income and operating margin were primarily due to favorable overhead absorption on higher A&D sales, favorable product mix, as well as the benefit of our cost containment initiatives.

In the Aerospace & Industrial segment, both operating income and operating margin decreased, as f avorable overhead absorption on higher sales was partially offset by current period restructuring costs and unfavorable product mix.

In the Naval & Power segment, operating income increased while operating margin decreased, as favorable overhead absorption on higher sales as well as the absence of first year purchase accounting costs from our arresting systems acquisition were essentially offset by an unfavorable naval contract adjustment, unfavorable product mix, and the timing of development programs.

Non-segment operating expense in the third quarter and nine months ended September 30, 2024 decreased $1 million, or 11%, to $9 million, and $2 million, or 5%, to $31 million, primarily due to lower foreign currency losses against the comparable prior year periods.

Interest expense in the third quarter and nine months ended September 30, 2024 decreased $1 million, or 9%, to $11 million, and $7 million, or 18%, to $33 million, respectively, primarily due to lower borrowings under our revolving Credit Agreement (the “Credit Agreement” or “credit facility”).

Interest expense for the nine months ended September 30, 2024 also benefited from the repayment of our 2013 Notes in February 2023.

Other income, net in the third quarter and nine months ended September 30, 2024 increased $3 million, or 44%, to $10 million, and $6 million, or 24%, to $28 million, respectively, primarily due to higher interest income and lower overall pension costs against the comparable prior year periods.

The effective tax rate of 22.6% in the third quarter decreased compared to an effective tax rate of 23.8% in the prior year period.

The effective tax rate of 22.2% for the nine months ended September 30, 2024 decreased as compared to an effective tax rate of 23.4%.

Decreases in both of the comparable periods were primarily due to the benefits of a legal entity restructuring as well as lower provisional tax expense associated with foreign withholding taxes.

Comprehensive income in the third quarter was $141 million, compared to comprehensive income of $69 million in the prior year period.

The change was primarily due to the following:

• Foreign currency translation adjustments in the third quarter resulted in a $31 million comprehensive gain, compared to a $28 million comprehensive loss in the prior year period.

The comprehensive gain during the current period was primarily attributed to increases in t he British Pound.

• Net earnings increas ed $14 million , primarily due to higher operating income.

Comprehensive income during the nine months ended September 30, 2024 was $297 million, compared to comprehensive income of $240 million in the prior year period.

Aerospace & Industrial segment also benefited from favorable foreign currency translation, with operating income and operating margin in the Naval & Power segment benefiting from an unfavorable naval contract adjustment in the prior year period that did not recur in the current period.

No n-segment operating expense during the three months ended March 31, 2025 decreased $1 million, or 7%, to $10 million, primarily due to lower corporate costs.

Interest expense of $10 million was essentially flat against the comparable prior year period.

Other income, net during the three months ended March 31, 2025 decreased $4 million , or 37%, to $6 million, primarily due to lower interest income in the current period and losses on equity securities held for investment purposes that were acquired in conjunction with our Ultra Energy acquisition.

The effective tax rate for the three months ended March 31, 2025 of 19.0% decreased compared to an effective tax rate of 22.7% in the comparable prior year period, primarily due to the tax benefits associated with our legal entity restructuring in the prior year period.

Comprehensive income for the three months ended March 31, 2025 was $120 million, compared to comprehensive income of $61 million in the prior year period.

The change was primarily due to the following:

• Net earnings increased $53 million, pr imarily due to higher operating income.

• Foreign currenc y translation adjustments for the nine months ended September 30, 2024 resulted in a $10 million comprehensive gain, c ompared to a $6 million comprehensive gain in the prior period.

The co mprehensive gain during the current period was primarily attributed to increases in the British Pound.

New orders in the third quarter increased $15 million from the comparable prior year period, primarily due to an increase in orders for defense electronics products in the Defense Electronics segment and an increase in orders for sensors products and surface treatment services within our A&D markets in the Aerospace & Industrial segment.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

New orders during the nine months ended September 30, 2024 increased $352 million from the comparable prior year period, primarily due to an increase in naval defense orders in the Naval & Power segment.

New orders also benefited from an increase in orders for defense electronics equipment in the Defense Electronics segment as well as increase in orders for sensors products and surface treatment services within our A&D markets in the Aerospace & Industrial segment.

• Net earnings increased $25 million, primarily due to higher operating income.

• Foreign currency translation adjustments for the three months ended March 31, 2025 resulted in a $19 million comprehensive gain, compared to a $16 million comprehensive loss in the prior period.

The comprehensive gain during the current period was primarily attributed to an increase in the British Pound.

New orders increased $117 million during the three months ended March 31, 2025 from the comparable prior year period, primarily due to an increase in naval defense orders in the Naval & Power segment.

This increase was partially offset by the timing of orders on ground and naval defense equipment in the Defense Electronics segment.

Changes in new orders by segment are discussed in further detail in the "Results by Business Segment" section below.

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

Three Months Ended Nine Months Ended

September 30, September 30,

(In thousands) 2024 2023 % change 2024 2023 % change

Three Months Ended

(In thousands) 2025 2024 % change

Sales $ 227,246 $ 219,325 4 %

Operating income 29,922 27,466 9 %

Operating margin 16.4 % 17.7 % (130 bps) 14.7 % 15.6 % (90 bps)

Operating margin 13.2 % 12.5 % 70 bps

New orders $ 251,475 $ 252,218 — %

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Components of sales and operating income increase (decrease):

Three Months Ended Nine Months Ended

September 30, September 30,

2023 2024 vs.

Sales Operating Income Sales Operating Income

Three Months Ended

Sales Operating Income

Organic 4 % 8 %

2 unchanged sentences

Total 4 % 9 %

Sales in the Aerospace & Industrial segment are primarily generated from the general industrial and aerospace & defense markets, and, to a lesser extent, the power & process markets.

Sales in the third quarter increased $8 million, or 4%, to $229 million from the prior year period.

Sales in the commercial aerospace market benefited $12 million from higher demand for sensors products as well as surface treatment services on various narrow-body and wide-body platforms.

This increase was partially offset by lower sales of industrial vehicle products to off-highway vehicle platforms.

Sales during the nine months ended September 30, 2024 increased $32 million , or 5%, to $681 million from the prior year period.

In the commercial aerospace market, sales increased $36 million primarily due to higher OEM sales of sensors and actuation products, as well as surface treatment services, on narrowbody and widebody platforms.

Sales in the aerospace defense market benefited $8 million primarily from higher actuation development and production on various fighter jet programs.

These increases were partially offset by lower sales of $14 million in the general industrial market, primarily due to lower sales of industrial vehicle products to off-highway vehicle platforms.

Operating income in the third quarter decreased $2 million, or 4%, to $37 million from the prior year period, and operating margin decreased 130 basis points to 16.4%, as favorable overhead absorption on higher sales was essentially offset by current period restructuring costs and unfavorable product mix.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Operating income during the nine months ended September 30, 2024 decreased $1 million, o r 1% , to $100 million from the prior year period, and operating margin decreased 90 basis points to 14.7%, as favorable overhead absorption on higher sales was partially offset by current period restructuring costs and unfavorable product mix.

New orders in the third quarter and nine months ended September 30, 2024 increased $7 million and $31 million, respectively, primarily due to an increase in orders for sensors products and surface treatment services within our A&D markets.

These increases were partially offset by the timing of orders for actuati on products.

Sales in the Aerospace & Industrial segment are primarily generated from the commercial aerospace and general industrial markets, and to a lesser extent the defense and power & process markets.

Sales during the three months ended March 31, 2025 increased $8 million, or 4%, to $227 million from the prior year period.

In the aerospace defense market, sales benefited primarily from higher demand for actuation equipment on the F-35 and other fighter jet programs.

Sale s increases in the commercial aerospace market were primarily due to higher OEM sales of sensors pro ducts and surface treatment services on narrowbody and widebody platforms.

Sales in the general industrial market were essentially flat, as higher demand for industrial automation equipment was offset by lower sales of industrial vehicle products serving on-and off-highway vehicle platforms.

Operating income during the three months ended March 31, 2025 increased $2 million, or 9%, to $30 million from the prior year period, and operating margin increased 70 basis points to 13.2%, primarily due to favorable overhead absorption on higher sales and favorable foreign currency translation.

These increases were partially offset by current period restructuring costs.

New orders of $251 million were essentially flat against the comparable prior year period.

Defense Electronics

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

Three Months Ended Nine Months Ended

September 30, September 30,

(In thousands) 2024 2023 % change 2024 2023 % change

Three Months Ended

(In thousands) 2025 2024 % change

Sales $ 245,164 $ 211,741 16 %

Operating income 67,449 48,081 40 %

Operating margin 26.2 % 26.0 % 20 bps 24.9 % 21.3 % 360 bps

Operating margin 27.5 % 22.7 % 480 bps

New orders $ 235,810 $ 287,280 (18 %)

Components of sales and operating income increase (decrease):

Three Months Ended Nine Months Ended

September 30, September 30,

2023 2024 vs.

Sales Operating Income Sales Operating Income

Three Months Ended

Sales Operating Income

Organic 16 % 38 %

2 unchanged sentences

Total 16 % 40 %

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

Sales in the third quarter increased $27 million, or 12%, to $243 million from the prior year period.

In the ground defense market, sales increased $11 million primarily due to higher demand for tactical battlefield communications equipment.

Sales in the aerospace defense market benefited $8 million primarily due to higher demand for embedded computing equipment on various domestic and international helicopter programs.

In the commercial aerospace market, sales increased primarily due to higher OEM sales of avionics and electronics on various platforms.

Sales during the nine months ended September 30, 2024 increased $107 million, or 19%, to $683 million from the prior year period.

In the ground defense market, sales increased $51 million primarily due to higher demand for tactical battlefield communications equipment.

Sales in the aerospace defense market increased $40 million primarily due to higher demand for embedded computing equipment on various helicopter and fighter jet programs.

In the commercial aerospace market, sales benefited $12 million primarily from higher OEM demand for avionics and electronics on various platforms.

Operating income in the third quarter increased $7 million, or 13%, to $64 million compared to the prior year period, and operating margin increased 20 basis points from the prior year period to 26.2%, primarily due to favorable overhead absorption on higher A&D sales.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

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FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Operating income during the nine months ended September 30, 2024 increased $47 million, or 38%, to $170 million, and operating margin increased 360 basis points from the prior year period to 24.9%, primarily due to favorable overhead absorption on higher A&D sales, favorable product mix, as well as the benefit of our cost containment initiatives.

New orders in the third quarter increased $14 million primarily due to an increase in orders for defense electronics products.

New orders during the nine months ended September 30, 2024 increased $60 million primarily due to an increase in orders for defense electronics equipment, including embedded computing and tactical communications products.

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

Sales during the three months ended March 31, 2025 increased $33 million , or 16%, to $245 million from the prior year period.

Sales in the aerospace defense market benefited $20 million primarily due to higher demand for embedded computing equipment on various helicopter programs.

In the naval defense market, sales increased $10 million primarily due to higher demand for embedded computing equipment supporting various domestic and international programs.

The ground defense market benefited from higher sales supporting U.S.

ground vehicle modernization.

Operating income during the three months ended March 31, 2025 increased $19 million, or 40%, to $67 million, and operating margin increased 480 basis points from the prior year period to 27.5%, primarily due to favorable absorption on higher sales, the benefits from our operational excellence initiatives, and favorable mix on defense electronics products.

New orders during the three months ended March 31, 2025 decreased $51 million from the comparable prior year period, primarily due to the timing of orders on ground and naval defense equipment, including embedded computing and tactical communications products.

Naval & Power

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

Three Months Ended Nine Months Ended

September 30, September 30,

(In thousands) 2024 2023 % change 2024 2023 % change

Three Months Ended

(In thousands) 2025 2024 % change

Sales $ 333,235 $ 282,101 18 %

Operating income 41,863 35,191 19 %

Operating margin 16.2 % 16.6 % (40 bps) 14.4 % 15.9 % (150 bps)

Operating margin 12.6 % 12.5 % 10 bps

New orders $ 530,682 $ 361,846 47 %

Components of sales and operating income increase (decrease):

Three Months Ended Nine Months Ended

September 30, September 30,

2023 2024 vs.

Sales Operating Income Sales Operating Income

Three Months Ended

Sales Operating Income

Organic 12 % 26 %

Acquisitions 7 % (7 %)

Restructuring — % — %

Foreign currency (1 %) — %

1 unchanged sentence

Sales in the Naval & Power segment are primarily to the naval defense and power & process markets, and, to a lesser extent, the aerospace defense market.

Sales in the third quarter increased $40 million, or 14%, to $327 million from the prior year period.

In the naval defense market, sales increased $31 million primarily due to increased production on Virginia-class and Columbia-class submarine programs and the CVN-81 aircraft carrier program, as well as higher growth on various next-generation submarine development programs.

Sales in the power & process market benefited $8 million primarily due to higher commercial nuclear aftermarket sales supporting the maintenance of operating reactors in the United States.

Sales during the nine months ended September 30, 2024 increased $98 million, or 12%, to $932 million from the prior year period.

In the naval defense market, sales increased $59 million primarily due to higher demand on various submarine programs as well as higher foreign military sales.

Sales in the power & process market increased $21 million primarily due to higher commercial nuclear aftermarket sales supporting the maintenance of operating reactors in North America, partially offset by the wind-down on the China Direct AP1000 program.

In the aerospace defense market, sales increased $17 million primarily due to higher demand for arresting systems equipment supporting various domestic and international customers.

Operating income in the third quarter increased $5 million, or 11%, to $53 million against the comparable prior year period, while operating margin decreased 40 basis points from the prior year period to 16.2%, as favorable overhead absorption on

Sales during the three months ended March 31, 2025 increased $51 million, or 18%, to $333 million from the prior year period.

In the naval defense market, sales increased $34 million primarily due to higher demand as well as the timing of sales on the Virginia-class and Columbia-class submarine programs.

Sales in the naval defense market also benefited from higher growth on various next-generation submarine development programs as well as higher demand from international customers for aircraft handling systems equipment.

Sales in the power & process market increased $20 million primarily due to the incremental impact from our WSC and Ultra Energy acquisitions as well as higher commercial nuclear aftermarket sales supporting the

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

2 unchanged sentences

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

higher sales as well as the absence of first year purchase accounting costs from our arresting systems acquisition were partially offset by unfavorable product mix and the timing of development programs.

Operating income during the nine months ended September 30, 2024 increased $2 million, or 2% , to $135 million while operating margin decreased 150 basis points from the prior year period to 14.4%, as favorable overhead absorption on higher sales as well as the absence of first year purchase accounting costs from our arresting systems acquisition were essentially offset by an unfavorable naval contract adjustment, unfavorable product mix, and the timing of development programs.

New orders in the third quarter decreased $6 million primarily due to the timing of naval defense orders.

New orders during the nine months ended September 30, 2024 increased $261 million primarily due to an increase in naval defense orders.

maintenance of existing operating reactors and development of next-generation advanced reactors.

These increases were partially offset by the timing of sales of arresting systems equipment in the aerospace defense market.

Operating income during the three months ended March 31, 2025 increased $7 million, or 19%, to $42 million, and operating margin increased 10 basis points from the prior year period to 12.6%, as favorable overhead absorption on higher sales as well as an unfavorable prior year period naval contract adjustment that did not recur in the current period were partially offset by unfavorable mix.

New orders increased $169 million during the three months ended March 31, 2025 from the comparable prior year period, primarily due to an increase in naval defense orders.

SUPPLEMENTARY INFORMATION

The table below depicts sales by end market and customer type, as it helps provide an enhanced understanding of our businesses and the markets in which we operate.

The table has been included to supplement the discussion of our consolidated operating results.

Total Net Sales by End Market and Customer Type Three Months Ended Nine Months Ended

September 30, September 30,

(In thousands) 2024 2023 % change 2024 2023 % change

The table has been included to supplement the discussion of our operating results.

Net Sales by End Market and Customer Type Three Months Ended

(In thousands) 2025 2024 % change

Aerospace & Defense markets:

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Aerospace & Defense markets

Sales in the third quarter increased $75 million, or 15%, to $566 million against the comparable prior year period, due to higher sales across all markets.

Sales in the aerospace defense market increased primarily due to higher demand for embedded computing equipment on various domestic and international helicopter programs.

In the ground defense market, sales increased primarily due to higher demand for tactical battlefield communications equipment.

Sales increases in the naval defense market were primarily due to higher demand on various submarine programs as well as the CVN-81 aircraft carrier program.

In the commercial aerospace market, sales increased primarily due to higher demand for actuation and sensors products, as well as surface treatment services, on various narrow-body and wide-body platforms, and higher demand for avionics equipment on various domestic helicopter programs.

Sales during the nine months ended September 30, 2024 increased $233 million, or 17%, to $1,599 million, primarily due to higher sales across all markets.

Sales in the aerospace defense market increased primarily due to higher demand for both arresting systems equipment supporting various domestic and international customers as well as embedded computing equipment on various helicopter and fighter jet programs.

Sales in the ground defense market increased primarily due to higher demand for tactical battlefield communications equipment.

Sales increases in the naval defense market were primarily due to

Sales during the three months ended March 31, 2025 increased $73 million, or 15%, to $563 million, primarily due to higher sales across all markets.

Sales in the aerospace defense market increased primarily due to higher demand for embedded computing equipment on various helicopter programs as well as actuation equipment on the F-35 and other fighter jet programs.

The ground defense market benefited primarily from higher sal es supporting U.S.

ground vehicle modernization.

Sales increases in the naval defense market were primarily due to higher demand as well as the timing of sales on the Virginia-class and Columbia-class submarine programs as well as higher demand for embedded computing equipment supporting various domestic and international programs.

In the commercial aerospace market, sales increased primarily due to higher OEM sales of sensors products as well as surface treatment services on narrowbody and widebody platforms.

Commercial markets

Sales during the three months ended March 31, 2025 increased $20 million, or 9%, to $243 million.

In the power & process market, sales increased primarily due to the incremental impact from our WSC and Ultra Energy acquisitions as well as higher commercial nuclear aftermarket sales supporting the maintenance of existing operating reactors and development of next-generation advanced reactors.

Sales in the general industrial market were essentially flat.

LIQUIDITY AND CAPITAL RESOURCES

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

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FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

higher demand on various submarine programs as well as higher foreign military sales.

Sales in the commercial aerospace market primarily benefited from higher demand for OEM sensors and actuation products, surface treatment services on narrowbody and widebody platforms, as well as avionics equipment on various platforms.

Commercial markets

Sales in the third quarter of $233 million were essentially flat against the comparable prior year period.

Sales in the power & process market benefited from higher commercial nuclear aftermarket sales supporting the maintenance of operating reactors in the United States.

This increase was essentially offset by lower sales of industrial vehicle products to off-highway vehicle platforms in the general industrial market.

Sales during the nine months ended September 30, 2024 increased $4 million, or 1%, to $698 million.

Sales in the power & process market primarily benefited from higher commercial nuclear aftermarket sales supporting the maintenance of operating reactors in North America, partially offset by the wind-down on the China Direct AP1000 program.

The general industrial market was negatively impacted by lower sales of industrial vehicle products to off-highway vehicle platforms.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Use of Cash

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In some cases, these payments can exceed the costs incurred on a project.

Condensed Consolidated Statements of Cash Flows Nine Months Ended

(In thousands) September 30, 2024 September 30, 2023

Cash provided by (used for):

Condensed Consolidated Statements of Cash Flows Three Months Ended

(In thousands) March 31, 2025 March 31, 2024

Cash provided by (used in):

Operating activities

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Effect of exchange-rate changes on cash 3,653 (4,180)

Net increase (decrease) in cash and cash equivalents 36,983 (108,165)

Net cash provided by operating activities increased $77 million from the prior year period, primarily due to higher cash earnings and improved working capital.

Net cash used for investing activities increased $39 million from the prior year period, primarily due to our acquisition of WSC.

Net cash used for financing activities decreased $102 million from the prior year period, primarily due to the repayment of our 2013 Notes in February 2023.

This decrease was partially offset by higher share repurchases during the current period.

Net decrease in cash and cash equivalents $ (158,583) $ (68,833)

Net cash used in operating activities decreased $7 million from the prior year period, primarily due to higher cash earnings in the current period.

Net cash used in investing activities increased $13 million from the prior year period, primarily due to additional consideration paid in the current period pertaining to our Ultra Energy acquisition.

Net cash used in financing activities increased $92 million from the prior year period, primarily due to the repayment of our 3.85% Senior Notes in February 2025.

Refer to the "Financing Activities" section below for further details.

Financing Activities

The Corporation’s debt outstanding had an average interest rate of 3.8% for both the three and nine months ended September 30, 2024, respectively, and 4.0% for both the three and nine months ended September 30, 2023, respectively.

The Corporation’s average debt outstanding was $1.0 billion for both the three and nine months ended September 30, 2024, respectively, and $1.1 billion and $1.2 billion for the three and nine months ended September 30, 2023, respectively.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

The Corporation’s debt outstanding had an average interest rate o f 3.8% for both the three months ended March 31, 2025 and 2024.

The Corporation’s average debt outstanding was $1,021 million an d $1,048 million for the three months ended March 31, 2025 and 2024, respectively.

Credit Agreement

As of September 30, 2024, the Corporation had $20 million in letters of credit supported by the Credit Agreement.

The unused credit available under the Credit Agreement as of September 30, 2024 was $730 million, which could be borrowed without violating any of our debt covenants.

As of March 31, 2025, the Corporation had approximately $22 million in letters of credit supported by the credit facility.

The unused credit available under the credit facility as of March 31, 2025 was $728 million, which could be borrowed without violating any of our debt covenants.

Repurchase of common stock

During the nine months ended September 30, 2024, the Corporation used $138 million of cash to repurchase approximately 0.5 million outstanding shares under its share repurchase program.

During the nine months ended September 30, 2023, the Corporation used $37 million of cash to repurchase approximately 0.2 million outstanding shares under its share repurchase program.

For the three months ended March 31, 2025, the Corporation repurchased approximately 42,000 shares of its common stock for $14 million.

For the three months ended March 31, 2024, the Corporation repurchased approximately 53,000 shares of its common stock for $12 million.

Cash Utilization

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We believe that our cash and cash equivalents, cash flow from operations, available borrowings under the credit facility, and ability to raise additional capital through the credit markets are sufficient to meet both the short-term and long-term capital needs of the organization.

The Corporation made dividend payments of $16 million and $15 million during the nine months ended September 30, 2024 and September 30, 2023, respectively.

Additionally, beginning in the second quarter of 2024, the Corporation increased its quarterly dividend to $0.21 per share.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Debt Compliance

As of the date of this report, we were in compliance with all debt agreements and credit facility covenants, including our most restrictive covenant, which is our debt to capitalization limit of 60%.

The debt to capitalization limit is a measure of our indebtedness (as defined per the notes purchase agreement and credit facility) to capitalization, where capitalization equals debt plus equity, and is the same for and applies to all of our debt agreements and credit facility.

As of September 30, 2024, we had the ability to borrow additional debt of $2.6 billion without violating our debt to capitalization covenant.

The debt to capitalization limit is a measure of our indebtedness (as defined in the notes purchase agreement and credit facility) to capitalization, where capitalization equals debt plus equity, and is the same for and applies to all of our debt agreements and credit facility.

As of March 31, 2025, we had the ability to borrow additional debt of approximately $2.8 billion without violating our debt to capitalization covenant.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

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Securities and Exchange Commission on February 13, 2025, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the nine months ended September 30, 2024.

Information regarding market risk and market risk management policies is more fully described in "Item 7A.

Quantitative and Qualitative Disclosures about Market Risk" of our 2023 Annual Report on Form 10-K.

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-Q

Item 1. Financial Statements