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

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 20162017

or

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

Commission File Number 1-134

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

Delaware 13-0612970
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
13925 Ballantyne Corporate Place, Suite 400  
Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)

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

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

Yes  ý                        No  o

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

Yes  ý                        No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Yes  o   No  ý






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

Common Stock, par value $1.00 per share: 44,515,19444,245,643 shares (as of April 30, 20162017).





CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

TABLE of CONTENTS


PART I – FINANCIAL INFORMATIONPAGE
    
    
Item 1. 
    
  
    
  
    
  
    
  
    
  
    
  
    
Item 2.
    
Item 3.
    
Item 4.
    
    
PART II – OTHER INFORMATION 
    
    
Item 1.
    
Item 1A.
    
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
    
Item 6.
    
 


    


PART 1- FINANCIAL INFORMATION
Item 1. Financial Statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
 Three Months Ended Three Months Ended
 March 31, March 31,
(In thousands, except per share data) 2016 2015 2017 2016
Net sales        
Product sales $402,918
 $445,687
 $423,229
 $402,918
Service sales 100,589
 100,512
 100,362
 100,589
Total net sales 503,507
 546,199
 523,591
 503,507
Cost of sales        
Cost of product sales 264,735
 293,009
 286,492
 264,735
Cost of service sales 66,869
 62,094
 66,324
 66,869
Total cost of sales 331,604
 355,103
 352,816
 331,604
Gross profit 171,903
 191,096
 170,775
 171,903
Research and development expenses 15,160
 15,262
 15,298
 15,160
Selling expenses 29,626
 31,088
 28,953
 29,626
General and administrative expenses 69,854
 71,911
 75,297
 69,854
Operating income 57,263
 72,835
 51,227
 57,263
Interest expense 9,933
 8,996
 10,377
 9,933
Other income, net (234) (481) 312
 234
Earnings before income taxes 47,564
 64,320
 41,162
 47,564
Provision for income taxes (14,745) (21,097) (8,615) (14,745)
Earnings from continuing operations $32,819
 $43,223
Loss from discontinued operations, net of taxes $
 $(27,232)
Net earnings $32,819
 $15,991
 $32,547
 $32,819
Basic earnings per share:    
Earnings from continuing operations $0.74
 $0.91
Loss from discontinued operations 
 (0.57)
Total 0.74
 0.34
Diluted earnings per share:    
Earnings from continuing operations $0.73
 $0.89
Loss from discontinued operations 
 (0.56)
Total 0.73
 0.33
    
Net earnings per share:    
Basic earnings per share $0.74
 $0.74
Diluted earnings per share $0.73
 $0.73
    
Dividends per share $0.13
 $0.13
 $0.13
 $0.13
Weighted-average shares outstanding:        
Basic 44,578
 47,724
 44,246
 44,578
Diluted 45,240
 48,732
 44,860
 45,240
        
See notes to condensed consolidated financial statements

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


 Three Months Ended Three Months Ended
 March 31, March 31,
 2016 2015 2017 2016
Net earnings $32,819
 $15,991
 $32,547
 $32,819
Other comprehensive income (loss)    
Other comprehensive income    
Foreign currency translation, net of tax (1)
 $17,105
 $(56,473) $11,224
 $17,105
Pension and postretirement adjustments, net of tax (2)
 1,612
 2,403
 1,951
 1,612
Other comprehensive income (loss), net of tax 18,717
 (54,070)
Comprehensive income (loss) $51,536
 $(38,079)
Other comprehensive income, net of tax 13,175
 18,717
Comprehensive income $45,722
 $51,536

(1) The tax benefit included in other comprehensive income (loss) for foreign currency translation adjustments for the three months ended March 31, 2017 and 2016 and 2015 were $1.0$0.1 million and $2.2$1.0 million, respectively.

(2) The tax expense included in other comprehensive income (loss) for pension and postretirement adjustments for the three months ended March 31, 2017 and 2016 and 2015 were ($1.0)$1.2 million and ($1.4)$1.0 million, respectively.

 
See notes to condensed consolidated financial statements

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

March 31,
2016
 December 31,
2015
March 31,
2017
 December 31,
2016
Assets      
Current assets:      
Cash and cash equivalents$337,263
 $288,697
$272,906
 $553,848
Receivables, net481,768
 566,289
476,506
 463,062
Inventories403,027
 379,591
Inventories, net395,183
 366,974
Other current assets38,146
 40,306
45,514
 30,927
Total current assets1,260,204
 1,274,883
1,190,109
 1,414,811
Property, plant, and equipment, net407,114
 413,644
389,250
 388,903
Goodwill978,624
 972,606
1,071,145
 951,057
Other intangible assets, net306,003
 310,763
352,876
 271,461
Other assets11,707
 17,715
14,493
 11,549
Total assets$2,963,652
 $2,989,611
$3,017,873
 $3,037,781
Liabilities 
  
 
  
Current liabilities:      
Current portion of long-term and short-term debt$919
 $1,259
$150,579
 $150,668
Accounts payable134,839
 163,286
146,232
 177,911
Accrued expenses96,275
 131,863
95,397
 130,239
Income taxes payable5,041
 7,956
20,834
 18,274
Deferred revenue183,177
 181,671
176,274
 170,143
Other current liabilities36,928
 37,190
35,501
 28,027
Total current liabilities457,179
 523,225
624,817
 675,262
Long-term debt, net966,861
 951,946
Long-term debt815,220
 815,630
Deferred tax liabilities, net56,912
 54,447
53,092
 49,722
Accrued pension and other postretirement benefit costs103,392
 103,723
103,967
 107,151
Long-term portion of environmental reserves14,193
 14,017
14,250
 14,024
Other liabilities78,408
 86,830
82,172
 84,801
Total liabilities1,676,945
 1,734,188
1,693,518
 1,746,590
Contingencies and commitments (Note 12)

 



 

Stockholders' Equity 
  
 
  
Common stock, $1 par value,100,000,000 shares authorized at March 31, 2016 and December 31, 2015; shares issued were 49,187,378 at March 31, 2016 and 49,189,702 at December 31, 2015; outstanding shares were 44,599,746 at March 31, 2016 and 44,621,348 at December 31, 201549,187
 49,190
Common stock, $1 par value,100,000,000 shares authorized at March 31, 2017 and December 31, 2016; 49,187,378 shares issued at March 31, 2017 and December 31, 2016; outstanding shares were 44,284,573 at March 31, 2017 and 44,181,050 at December 31, 201649,187
 49,187
Additional paid in capital132,872
 144,923
120,099
 129,483
Retained earnings1,617,659
 1,590,645
1,780,570
 1,754,907
Accumulated other comprehensive loss(207,211) (225,928)(278,581) (291,756)
Common treasury stock, at cost (4,587,632 shares at March 31, 2016 and 4,568,354 shares at December 31, 2015)(305,800) (303,407)
Common treasury stock, at cost (4,902,805 shares at March 31, 2017 and 5,006,328 shares at December 31, 2016)(346,920) (350,630)
Total stockholders' equity1,286,707
 1,255,423
1,324,355
 1,291,191
Total liabilities and stockholders' equity$2,963,652
 $2,989,611
$3,017,873
 $3,037,781
      
See notes to condensed consolidated financial statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months EndedThree Months Ended
March 31,March 31,
(In thousands)2016 20152017 2016
Cash flows from operating activities:      
Net earnings$32,819
 $15,991
$32,547
 $32,819
Adjustments to reconcile net earnings to net cash used by operating activities:   
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:   
Depreciation and amortization24,487
 25,708
24,926
 24,487
Gain on sale of businesses
 (1,252)
Gain on fixed asset disposals(7) (503)(38) (7)
Deferred income taxes11,939
 491
(877) 11,939
Share-based compensation2,723
 2,620
3,364
 2,723
Impairment of assets held for sale
 40,813
Change in operating assets and liabilities, net of businesses acquired:      
Accounts receivable, net86,973
 (9,993)(7,373) 86,973
Inventories, net(17,766) (10,178)(3,688) (17,766)
Progress payments(1,463) (117)(797) (1,463)
Accounts payable and accrued expenses(80,996) (59,046)(75,676) (80,996)
Deferred revenue1,505
 (26,038)3,743
 1,505
Income taxes payable(10,519) (15,574)(2,249) (10,519)
Net pension and postretirement liabilities2,444
 (141,585)(2,019) 2,444
Termination of interest rate swap20,405
 

 20,405
Other current and long-term assets and liabilities(2,284) 7,572
3,196
 (2,284)
Net cash provided by (used for) operating activities70,260
 (171,091)(24,941) 70,260
Cash flows from investing activities:      
Proceeds from sales and disposals of long lived assets203
 837
85
 203
Proceeds from divestitures
 4,010
Additions to property, plant, and equipment(8,825) (9,096)(10,374) (8,825)
Acquisition of businesses, net of cash acquired
 (13,228)(239,372) 
Additional consideration on prior period acquisitions
 (436)
Net cash used for investing activities(8,622) (17,913)(249,661) (8,622)
Cash flows from financing activities: 
  
 
  
Borrowings under revolving credit facility2,391
 1,296
Payment of revolving credit facility(2,737) (1,400)
Borrowings under revolving credit facilities120
 2,391
Payment of revolving credit facilities(209) (2,737)
Repurchases of common stock(29,608) (46,985)(12,885) (29,608)
Proceeds from share-based compensation7,910
 7,616
5,195
 7,910
Other(154) 140
(224) (154)
Excess tax benefits from share-based compensation4,528
 3,291

 4,528
Net cash used for financing activities(17,670) (36,042)(8,003) (17,670)
Effect of exchange-rate changes on cash4,598
 (9,476)1,663
 4,598
Net increase (decrease) in cash and cash equivalents48,566
 (234,522)(280,942) 48,566
Cash and cash equivalents at beginning of period288,697
 450,116
553,848
 288,697
Cash and cash equivalents at end of period$337,263
 $215,594
$272,906
 $337,263
Supplemental disclosure of non-cash activities: 
  
 
  
Capital expenditures incurred but not yet paid$580
 $502
$1,370
 $580
      
See notes to condensed consolidated financial statements


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

Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury StockCommon Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
December 31, 2014$49,190
 $158,043
 $1,469,306
 $(128,411) $(69,695)
December 31, 2015$49,190
 $144,923
 $1,590,645
 $(225,928) $(303,407)
Net earnings
 
 145,461
 
 

 
 187,329
 
 
Other comprehensive loss, net of tax
 
 
 (97,517) 

 
 
 (65,828) 
Dividends paid
 
 (24,122) 
 

 
 (23,067) 
 
Restricted stock
 (10,303) 
 
 13,734
Restricted stock, net of tax
 (12,086) 
 
 17,275
Stock options exercised, net of tax
 (11,349) 
 
 45,743

 (11,271) 
 
 39,483
Other
 (647) 
 
 647
(3) (1,104) 
 
 811
Share-based compensation
 9,179
 
 
 294

 9,021
 
 
 457
Repurchase of common stock
 
 
 
 (294,130)
 
 
 
 (105,249)
December 31, 2015$49,190
 $144,923
 $1,590,645
 $(225,928) $(303,407)
December 31, 2016$49,187
 $129,483
 $1,754,907
 $(291,756) $(350,630)
Net earnings
 
 32,819
 
 

 
 32,547
 
 
Other comprehensive income, net of tax
 
 
 18,717
 

 
 
 13,175
 
Dividends declared
 
 (5,805) 
 

 
 (5,763) 
 
Restricted stock
 (10,918) 
 
 14,447

 (9,618) 
 
 9,618
Stock options exercised, net of tax
 (2,757) 
 
 11,666
Stock options exercised
 (731) 
 
 5,927
Other(3) (732) 
 
 735

 (2,099) (1,121) 
 750
Share-based compensation
 2,356
 
 
 367

 3,064
 
 
 300
Repurchase of common stock
 
 
 
 (29,608)
 
 
 
 (12,885)
March 31, 2016$49,187
 $132,872
 $1,617,659
 $(207,211) $(305,800)
March 31, 2017$49,187
 $120,099
 $1,780,570
 $(278,581) $(346,920)
                  
See notes to condensed consolidated financial statements

Page 8

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



1.           BASIS OF PRESENTATION

Curtiss-Wright Corporation and its subsidiaries (the "Corporation" or the "Company") is a diversified multinational manufacturing and service company that designs, manufactures, and overhauls precision components and provides highly engineered products and services to the aerospace, defense, power generation, and general industrial markets.

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

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

Management is required to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. Actual results may differ from these estimates. The most significant of these estimates includes the estimate of costs to complete long-term contracts under the percentage-of-completion accounting methods, the estimate of useful lives for property, plant, and equipment, cash flow estimates used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. In the three month periods ended March 31, 20162017 and 2015,2016, there were no individual 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 20152016 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

Recent accounting pronouncements adopted
Accounting pronouncement ASU 2015-17 - Balance Sheet Classification of Deferred Taxes was early adopted effective January 1, 2016 and accounting pronouncement ASU 2015-03 - Simplifying the Presentation of Debt Issuance Costs was adopted effective January 1, 2016. Both pronouncements were retrospectively adopted and, accordingly, certain amounts reported in the previous periods have been reclassified to conform to the current year presentation.
StandardDescriptionEffect on the condensed consolidated financial statements
ASU 2017-04 Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the measurement of goodwill impairment testing by removing step two. This guidance was early adopted effective January 1, 2017 and will be applied prospectively.

The adoption of this standard does not have a financial impact on the Condensed Consolidated Financial Statements.
Date of adoption: January 1, 2017
ASU 2016-09 Improvements to Employee Share-Based Payment AccountingIn March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes and forfeitures. Excess tax benefits previously reported as cash flows from financing activities in the Condensed Consolidated Financial Statements are now required to be reported as operating activities. The Company adopted this guidance effective January 1, 2017.
The Corporation prospectively recorded an income tax benefit of $4 million within the provision for income taxes for the three months ended March 31, 2017 related to the excess tax benefit on stock options and performance share units. Prior to adoption, this amount would have been recorded as an increase to additional paid-in capital.

The Corporation elected to account for forfeitures as they occur, which did not have a material impact on its Condensed Consolidated Financial Statements.

Date of adoption: January 1, 2017

A summary of the impact of the reclassifications as of December 31, 2015 is shown in the below table.
Page 9
   Reclassifications  
 
December 31, 2015
as reported
 Deferred Taxes 
Debt Issuance Costs 
 
December 31, 2015
as reclassified
Deferred tax assets. net$41,737
 $(41,737) $
 $
Total current assets$1,316,620
 $(41,737) $
 $1,274,883
Other assets$15,745
 $3,107
 $(1,137) $17,715
Total assets$3,029,378
 $(38,630) $(1,137) $2,989,611
Other current liabilities$39,152
 $(1,962) $
 $37,190
Total current liabilities$525,187
 $(1,962) $
 $523,225
Long-term debt$953,083
 $
 $(1,137) $951,946
Deferred tax liabilities, net$91,115
 $(36,668) $
 $54,447
Total liabilities$1,773,955
 $(38,630) $(1,137) $1,734,188
Total liabilities and stockholders' equity$3,029,378
 $(38,630) $(1,137) $2,989,611

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


Recent accounting pronouncements to be adopted
StandardDescriptionEffect on the condensed consolidated financial statements
ASU 2014-09 Revenue from contractsContracts with customers

Customers
In May 2014, the FASB issued a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The five-step model includes (1) identifying the contract, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations and (5) recognizing revenue when each performance obligation has been satisfied. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2017 and allows for either full retrospective or modified retrospective adoption.

The Corporation is currently evaluating the impact of the adoption of this standard on its Condensed Consolidated Financial Statements.Statements, including the method of adoption as of January 1, 2018. While our assessment is still ongoing and not complete, we do not believe that the standard will have a material impact on our Condensed Consolidated Financial Statements based on a preliminary review of our customer contracts. However, the FASB has issued, and may issue in the future, interpretive guidance which may cause our evaluation to change.

Date of adoption: January 1, 2018
ASU 2016-02 Leases
In February 2016, the FASB issued final guidance that will require lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. The guidance requires the use of a modified retrospective approach.
The Corporation is currently evaluating the impact of the adoption of this standard on its Condensed Consolidated Financial Statements.
Date of adoption: January 1, 2019
ASU 2017-01
Clarifying the Definition of a Business

In January 2017, the FASB issued ASU 2017-01, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.


The Corporation is currently evaluating the impact of the adoption of this standard on its Condensed Consolidated Financial Statements.
Date of adoption: January 1, 20192018
ASU 2016-09 Improvements to Employee Share-Based Payment Accounting2017-07
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost


In March 2016,2017, the FASB issued ASU 2016-09, which simplifies several aspectsfinal guidance that will change how the net periodic benefit cost for defined benefit pension and other postretirement benefit plans are presented in the income statement and the respective capitalization of assets on the balance sheet. The guidance requires the use of a retrospective approach for the presentation of the accountingincome statement and a prospective approach for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification inpresentation of the statement of cash flows.

balance sheet.
The Corporation is currently evaluating the impact of the adoption of this standard on its Condensed Consolidated Financial Statements.
Date of adoption: January 1, 20172018

2.           DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

As part of a strategic portfolio review conducted in 2014, the Corporation had identified certain businesses it considered non-core. The Corporation considers businesses non-core when the business’ products or services do not complement its existing businesses and where the long-term growth and profitability prospects are below the Corporation’s expectations. In 2015, the Corporation divested all five businesses that were classified as held for sale as of December 31, 2014. The results of operations of these businesses are reported as discontinued operations within our Condensed Consolidated Statements of Earnings.ACQUISITIONS

The aggregateCorporation continually evaluates potential acquisitions that either strategically fit within the Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets.  The Corporation has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Corporation's financial resultsstatements.  This goodwill arises because the purchase prices for these businesses reflect the future earnings and cash flow potential in excess of all discontinued operationsthe earnings and cash flows attributable to the current product and customer set at the time of acquisition.  Thus, goodwill inherently includes the know-how of the assembled workforce, the ability of the workforce to further improve the technology and product offerings, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations.

The Corporation allocates the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. In the months after closing, as the Corporation obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and as the Corporation learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment.  The Corporation will make appropriate adjustments to the three months ended March 31 werepurchase price allocation prior to completion of the measurement period, as follows:required.

Page 10
(In thousands) 2016 2015
Net sales $
 $34,259
Loss from discontinued operations before income taxes (1)
 
 (40,112)
Income tax benefit 
 12,678
Gain on sale of business (2)
 
 202
Earnings from discontinued operations $
 $(27,232)

(1) Loss from discontinued operations before income taxes includes approximately $41 million of Held for sale impairment expense in the three months ended March 31, 2015.

(2) In the first quarter ended March 31, 2015, the Corporation recognized an aggregate after tax gain of $0.9 million on the sale of our Aviation Ground Support Equipment business, which operated within the Defense segment.

Divestitures and facility closures


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


In January 2015, the Corporation sold the assets of its Aviation Ground support business for £3 million ($4 million). Net sales and loss before income taxes attributable to this business for
During the three months ended March 31, 2015 were $0.6 million and $(1.0) million, respectively.

During 2015,2017, the Corporation disposedacquired two businesses for an aggregate purchase price of five businesses aggregating to cash proceeds of $31 million. The divestitures resulted$239 million, which is described in aggregate pre-tax losses in excess of $17 million, and tax benefits of approximately $3.3 million. Aggregate net sales and loss before income taxes attributable to these 2015 divestitures and facility closures formore detail below. No acquisitions were made during the three months ended March 31, 2015 were $34.32016.

The Condensed Consolidated Statement of Earnings includes $11 million of total net sales and $40.1$4 million respectively.of net losses from the Corporation's 2017 acquisitions.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during the three months ended March 31, 2017.

(In thousands) 2017 2016
Accounts receivable $5,020
 $
Inventory 21,573
 
Property, plant, and equipment 4,598
 
Other current and non-current assets 2,815
 
Intangible assets 89,900
 
Current and non-current liabilities (7,354) 
Due from seller, net (1)
 6,509
 
Net tangible and intangible assets 123,061
 
Purchase price, net of cash acquired 239,372
 
Goodwill $116,311
 $
     
Goodwill deductible for tax purposes $116,311
 $

(1)Amount is primarily due to working capital adjustments.

2017 Acquisitions

Teletronics Technology Corporation (TTC)

On January 3, 2017, the Corporation acquired 100% of the issued and outstanding capital stock of TTC for $232.8 million, net of cash acquired. The Share Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. TTC is a designer and manufacturer of high-technology data acquisition and comprehensive flight test instrumentation systems for critical aerospace and defense applications. For the year ended December 31, 2016, TTC generated sales of $64 million.The acquired business will operate within the Defense segment. The acquisition is subject to post-closing adjustments as the valuation is not yet complete.

Para Tech Coating, Inc. (Para Tech)

On February 8, 2017, the Corporation acquired certain assets and assumed certain liabilities of Para Tech for $6.6 million in cash. The Asset Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price held back as security for potential indemnification claims against the seller. Para Tech is a provider of parylene conformal coating services for aerospace & defense electronic components as well as critical medical devices. The acquired business will operate within the Commercial/Industrial segment. The acquisition is subject to post-closing adjustments as the valuation is not yet complete.

3.           RECEIVABLES

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

The composition of receivables is as follows:

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


(In thousands)(In thousands)
March 31, 2016 December 31, 2015March 31, 2017 December 31, 2016
Billed receivables:      
Trade and other receivables$353,816
 $435,172
$349,756
 $340,091
Less: Allowance for doubtful accounts(5,759) (5,664)(6,571) (4,832)
Net billed receivables348,057
 429,508
343,185
 335,259
Unbilled receivables:      
Recoverable costs and estimated earnings not billed151,063
 153,045
156,449
 149,847
Less: Progress payments applied(17,352) (16,264)(23,128) (22,044)
Net unbilled receivables133,711
 136,781
133,321
 127,803
Receivables, net$481,768
 $566,289
$476,506
 $463,062

4.           INVENTORIES

Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. Long-term contract inventory includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization. Inventories are valued at the lower of cost or market. The composition of inventories is as follows:
(In thousands)(In thousands)
March 31, 2016 December 31, 2015March 31, 2017 December 31, 2016
Raw materials$206,484
 $196,684
$198,696
 $189,228
Work-in-process87,722
 79,406
77,048
 73,843
Finished goods and component parts118,053
 114,931
129,984
 112,478
Inventoried costs related to long-term contracts53,996
 51,774
Inventoried costs related to U.S. Government and other long-term contracts54,902
 57,516
Gross inventories466,255
 442,795
460,630
 433,065
Less: Inventory reserves(51,479) (48,904)(55,914) (54,988)
Progress payments applied(11,749) (14,300)
Progress payments applied, principally related to long-term contracts(9,533) (11,103)
Inventories, net$403,027
 $379,591
$395,183
 $366,974

Inventoried costs related to long-term contracts include capitalized contract development costs related to certain aerospace and defense programs of $30.329.4 million and $29.728.8 million, as of March 31, 20162017 and December 31, 2015,2016, respectively. These capitalized costs will be liquidated as production units are delivered to the customer. As of March 31, 20162017 and December 31, 20152016, $1.83.8 million and $2.53.9 million, respectively, are scheduled to be liquidated under existing firm orders.

5.           GOODWILL

The changes in the carrying amount of goodwill for the three months endedMarch 31, 2017 are as follows:
 (In thousands)
 Commercial/ Industrial Defense Power Consolidated
December 31, 2016$436,141
 $327,655
 $187,261
 $951,057
Acquisitions2,420
 113,891
 
 116,311
Foreign currency translation adjustment1,599
 2,151
 27
 3,777
March 31, 2017$440,160
 $443,697
 $187,288
 $1,071,145

6.           OTHER INTANGIBLE ASSETS, NET


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


The changes in the carrying amount of goodwill for the three months endedMarch 31, 2016 are as follows:
 (In thousands)
 Commercial/ Industrial Defense Power Consolidated
December 31, 2015$447,828
 $337,603
 $187,175
 $972,606
Foreign currency translation adjustment748
 5,085
 185
 6,018
March 31, 2016$448,576
 $342,688
 $187,360
 $978,624

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


6.           OTHER INTANGIBLE ASSETS, NET

The following tables present the cumulative composition of the Corporation’s intangible assets:
(In thousands) March 31, 2016 December 31, 2015 March 31, 2017 December 31, 2016
 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Technology $172,959
 $(94,475) $78,484
 $171,382
 $(91,430) $79,952
 $239,311
 $(100,541) $138,770
 $166,859
 $(98,266) $68,593
Customer related intangibles 359,734
 (146,920) 212,814
 357,538
 (140,816) 216,722
 358,962
 (161,105) 197,857
 349,742
 (157,154) 192,588
Other intangible assets 37,522
 (22,817) 14,705
 37,200
 (23,111) 14,089
 39,826
 (23,577) 16,249
 36,709
 (26,429) 10,280
Total $570,215
 $(264,212) $306,003
 $566,120
 $(255,357) $310,763
 $638,099
 $(285,223) $352,876
 $553,310
 $(281,849) $271,461

During the three months ended March 31, 2017, the Corporation acquired intangible assets of $89.9 million. The Corporation acquired Technology of $74.0 million, Customer related intangibles of $12.9 million, and Other intangible assets of $3.0 million, which have a weighted average amortization period of 15.0 years, 16.3 years, and 7.0 years, respectively.

Total intangible amortization expense for the three months ended March 31, 20162017 was $8.49.6 million as compared to $8.68.4 million in the comparable prior year period.  The estimated amortization expense for the five years ending December 31, 20162017 through 20202021 is $33.838.4 million, $33.237.4 million, $32.235.6 million, $30.4$33.7 million,, and $28.4$32.0 million,, respectively.

7.           FAIR VALUE OF FINANCIAL INSTRUMENTS

Forward Foreign Exchange and Currency Option Contracts

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

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.

On February 5, 2016, the Corporation terminated its March 2013 and January 2012 interest rate swap agreements. As a result of the termination, the Corporation received a cash payment of $20.4 million, representing the fair value of the interest rate swaps on the date of termination. In connection with the termination, the Corporation and the counterparties released each other from all obligations under the interest rate swaps agreement, including, without limitation, the obligation to make periodic payments under such agreements. The gain on termination will be reflected as a bond premium to our notes' carrying value and amortized prospectively into interest expense over the remaining terms of the Senior Notes.

The fair value accounting guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities that the company has the ability to access.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates, and yield curves.

Level 3: Inputs are unobservable data points that are not corroborated by market data.

Based upon the fair value hierarchy, all of the forward foreign exchange contracts and interest rate swaps are valued at a Level 2.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



Effects on Condensed Consolidated Balance Sheets

The locationAs of March 31, 2017 and amounts of derivative instrumentDecember 31, 2016, the fair values inof the condensed consolidated balance sheetasset and liability derivative instruments are below.
 (In thousands)
 March 31, 2016 December 31, 2015
Assets   
Designated for hedge accounting   
Interest rate swaps$
 $3,083
Undesignated for hedge accounting   
Forward exchange contracts$256
 $223
Total asset derivatives (A)$256
 $3,306
Liabilities   
Undesignated for hedge accounting   
Forward exchange contracts$471
 $673
Total liability derivatives (B)$471
 $673

(A)Forward exchange derivatives are included in Other current assets and interest rate swaps assets are included in Other assets.
(B)Forward exchange derivatives are included in Other current liabilities.immaterial.

Effects on Condensed Consolidated Statements of Earnings

Fair value hedge

The location and amount of gains and (losses) on the hedged fixed rate debt attributable to changes in the market interest rates and the offsetting gain (loss) on the related interest rate swaps for the three months endedMarch 31, were as follows:
  Three Months Ended
(In thousands) March 31,
  2016 2015
Other income, net    
Gain on interest rate swaps $
 $11,910
Loss on hedged fixed rate debt 
 (11,910)
Total $
 $

Undesignated hedges

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

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


 Three Months Ended Three Months Ended
(In thousands) March 31, March 31,
Derivatives not designated as hedging instrument 2016 2015 2017 2016
Forward exchange contracts:        
General and administrative expenses $(584) $(972) $707
 $584

Debt

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issues as of March 31, 20162017.  Accordingly, all of the Corporation’s debt is valued at a Level 2.  The fair values described below may not be indicative of net realizable value or reflective of future fair values.  Furthermore,
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


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.

The carrying amount of the variable interest rate debt approximates fair value as the interest rates are reset periodically to reflect current market conditions.

 (In thousands)
 March 31, 2016 December 31, 2015
 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
        
5.51% Senior notes due 2017$150,000
 $157,605
 $150,000
 $158,024
3.84% Senior notes due 2021100,000
 103,929
 100,307
 100,307
3.70% Senior notes due 2023225,000
 230,145
 225,000
 224,322
3.85% Senior notes due 2025100,000
 102,314
 100,450
 100,450
4.24% Senior notes due 2026200,000
 208,472
 201,422
 201,422
4.05% Senior notes due 202875,000
 76,374
 75,904
 75,904
4.11% Senior notes due 2028100,000
 102,250
 100,000
 99,720
Other debt919
 919
 1,259
 1,259
Total debt950,919
 982,008
 954,342
 961,408
Unamortized debt issuance costs (1)
(1,099) (1,099) (1,137) (1,137)
Unamortized interest rate swap proceeds (2)
17,959
 17,959
 
 
Total debt, net$967,779
 $998,868
 $953,205
 $960,271

(1) Effective for 2016, the Company adopted ASU 2015-03 - Simplifying the Presentation of Debt Issuance Costs requiring unamortized debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. Prior year balances have been reclassified to reflect the current year presentation.

(2) In February 2016, the Company terminated its interest rate swap agreements.   Upon termination of the interest rate swaps, we received $20.4 million in cash and recorded a deferred gain of $18.3 million.  As of March 31, 2016 the remaining benefit of $18.0 million was recorded as an increase in the long-term debt balance and will be recognized ratably as a reduction to future interest expense over the remaining life of the related debt.

Nonrecurring measurements
As discussed in Note 2. Discontinued Operations and Assets Held For Sale, the Corporation classified certain businesses as held for sale in 2014. In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets guidance of FASB Codification Subtopic 360–10, the carrying amount of the disposal groups were written down to their estimated fair value, less costs to sell, resulting in an impairment charge of $40.8 million, which was included in the loss from discontinued operations before income taxes for the three months ended March 31, 2015. The fair value of the disposal groups were determined primarily by using non-binding quotes. In accordance with the fair value hierarchy, the impairment charge is classified as a Level 3 measurement as it is based on significant other unobservable inputs.

 (In thousands)
 March 31, 2017 December 31, 2016
 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
5.51% Senior notes due 2017$150,000
 $153,520
 $150,000
 $154,509
3.84% Senior notes due 2021100,000
 104,081
 100,000
 102,463
3.70% Senior notes due 2023225,000
 231,626
 225,000
 226,946
3.85% Senior notes due 2025100,000
 102,959
 100,000
 100,338
4.24% Senior notes due 2026200,000
 210,066
 200,000
 203,592
4.05% Senior notes due 202875,000
 77,204
 75,000
 74,630
4.11% Senior notes due 2028100,000
 103,430
 100,000
 99,876
Other debt579
 579
 668
 668
Total debt950,579
 983,465
 950,668
 963,022
Debt issuance costs, net(946) (946) (984) (984)
Unamortized interest rate swap proceeds16,166
 16,166
 16,614
 16,614
Total debt, net$965,799
 $998,685
 $966,298
 $978,652

8.           PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following table is a consolidated disclosure of all domestic and foreign defined benefit pension plans as described in the Corporation’s 20152016 Annual Report on Form 10-K filed with the SEC.  

Pension Plans

The components of net periodic pension cost for the three months ended March 31, 20162017 and 20152016 are as follows:


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


 (In thousands) (In thousands)
 Three Months Ended Three Months Ended
 March 31, March 31,
 2016 2015 2017 2016
Service cost $6,237
 $7,136
 $6,471
 $6,237
Interest cost 7,703
 7,491
 6,219
 7,703
Expected return on plan assets (13,581) (13,679) (13,285) (13,581)
Amortization of prior service cost (12) 155
 (25) (12)
Amortization of unrecognized actuarial loss 3,093
 3,865
 3,581
 3,093
Net periodic benefit cost $3,440
 $4,968
 $2,961
 $3,440

During the three months ended March 31, 2016,2017, the Corporation made no contributions to the Curtiss-Wright Pension Plan, and does not expect to make any contributions in 2016.2017. Contributions to the foreign benefit plans are not expected to be material in 2016.2017.

Defined Contribution Retirement Plan

Effective January 1, 2014, all non-union employees who arewere not currently receiving final or career average pay benefits became eligible to receive employer contributions in the Corporation's sponsored 401(k) plan. The employer contributions include both employer match and non-elective contribution components, up to a maximum employer contribution of 6% of eligible compensation.  During the three months ended March 31, 20162017 and 2015,2016, the expense relating to the plan was $3.2$3.7 million and $4.1$3.2 million, respectively.  The Corporation made $7.8$8.1 million in contributions to the plan for the first quarter of 2016,2017, and expects to make total contributions of $12.4$11.8 million in 2016.2017.  

9.           EARNINGS PER SHARE

Diluted earnings per share were computed based on the weighted-average number of shares outstanding plus all potentially dilutive common shares.  A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:
 (In thousands) (In thousands)
 Three Months Ended Three Months Ended
 March 31, March 31,
 2016 2015 2017 2016
Basic weighted-average shares outstanding 44,578
 47,724
 44,246
 44,578
Dilutive effect of stock options and deferred stock compensation 662
 1,008
 614
 662
Diluted weighted-average shares outstanding 45,240
 48,732
 44,860
 45,240

AsFor the three months ended March 31, 2017, approximately 38,000 shares issuable under equity-based awards were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the periodaverage stock price during the period. For the three months ended March 31, 2016, and March 31, 2015, respectively, there were no stock options outstanding that were considered anti-dilutive.anti-dilutive equity-based awards.

10.           SEGMENT INFORMATION

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

The Corporation’ sCorporation's measure of segment profit or loss is operating income. Interest expense and income taxes are not reported on an operating segment basis as they are not considered in the segments’ performance evaluation by the Corporation’s chief operating decision-maker, its Chief Executive Officer.
Net sales and operating income by reportable segment were as follows:

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


 (In thousands) (In thousands)
 Three Months Ended Three Months Ended
 March 31, March 31,
 2016 2015 2017 2016
Net sales        
Commercial/Industrial $275,205
 $299,898
 $279,056
 $275,205
Defense 105,730
 114,352
 114,837
 105,730
Power 123,746
 135,135
 130,595
 123,746
Less: Intersegment revenues (1,174) (3,186) (897) (1,174)
Total consolidated $503,507
 $546,199
 $523,591
 $503,507
        
Operating income (expense)        
Commercial/Industrial $30,052
 $43,289
 $30,621
 $30,052
Defense 16,845
 18,027
 11,155
 16,845
Power 14,628
 19,512
 16,540
 14,628
Corporate and eliminations (1)
 (4,262) (7,993) (7,089) (4,262)
Total consolidated $57,263
 $72,835
 $51,227
 $57,263

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

Adjustments to reconcile operating income to earnings before income taxes:

 (In thousands) (In thousands)
 Three Months Ended Three Months Ended
 March 31, March 31,
 2016 2015 2017 2016
Total operating income $57,263
 $72,835
 $51,227
 $57,263
Interest expense 9,933
 8,996
 10,377
 9,933
Other income, net (234) (481) 312
 234
Earnings before income taxes $47,564
 $64,320
 $41,162
 $47,564

(In thousands)(In thousands)
March 31, 2016 December 31, 2015March 31, 2017 December 31, 2016
Identifiable assets      
Commercial/Industrial$1,502,825
 $1,480,052
$1,417,174
 $1,391,040
Defense804,191
 800,613
989,842
 751,859
Power539,730
 629,612
507,024
 516,321
Corporate and Other116,906
 79,334
103,833
 378,561
Total consolidated$2,963,652
 $2,989,611
$3,017,873
 $3,037,781

11.           ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


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


 (In thousands)
 Foreign currency translation adjustments, net Total pension and postretirement adjustments, net Accumulated other comprehensive income (loss)
December 31, 2014$(20,283) $(108,128) $(128,411)
Current period other comprehensive income (loss)(87,527) (9,990) (97,517)
December 31, 2015$(107,810) $(118,118) $(225,928)
Other comprehensive loss before reclassifications (1)
17,105
 (116) 16,989
Amounts reclassified from accumulated other comprehensive loss (1)

 1,728
 1,728
Net current period other comprehensive income (loss)17,105
 1,612
 18,717
March 31, 2016$(90,705) $(116,506) $(207,211)
 (In thousands)
 Foreign currency translation adjustments, net Total pension and postretirement adjustments, net Accumulated other comprehensive income (loss)
December 31, 2015$(107,810) $(118,118) $(225,928)
Other comprehensive loss before reclassifications (1)
(64,840) (7,892) (72,732)
Amounts reclassified from accumulated other comprehensive loss (1)

 6,904
 6,904
Net current period other comprehensive loss(64,840) (988) (65,828)
December 31, 2016$(172,650) $(119,106) $(291,756)
Other comprehensive income (loss) before reclassifications (1)
11,224
 (148) 11,076
Amounts reclassified from accumulated other comprehensive income (loss) (1)

 2,099
 2,099
Net current period other comprehensive income11,224
 1,951
 13,175
March 31, 2017$(161,426) $(117,155) $(278,581)

(1)All amounts are after tax.

Details of amounts reclassified from accumulated other comprehensive income (loss) are below: 
(In thousands) (In thousands) 
Amount reclassified from Accumulated other comprehensive income (loss) Affected line item in the statement where net earnings is presentedAmount reclassified from Accumulated other comprehensive income (loss) Affected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans    
Amortization of prior service costs176
 (1)190
 (1)
Amortization of actuarial losses(2,950) (1)(3,531) (1)
(2,774) Total before tax(3,341) Total before tax
1,046
 Income tax1,242
 Income tax
Total reclassifications$(1,728) Net of tax$(2,099) Net of tax

(1)These items are included in the computation of net periodic pension cost.  See Note 8, Pension and Other Postretirement Benefit Plans.

12.           CONTINGENCIES AND COMMITMENTS

Legal Proceedings

The Corporation has been named in a number of lawsuits that allege injury from exposure to asbestos.  To date, the Corporation has not been found liable for or paid any material sum of money in settlement in any case.  The Corporation believes its minimal use of asbestos in its past and current operations and the relatively non-friable condition of asbestos in its products makes it unlikely that it
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


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.

In December 2013, the Corporation, along with other unaffiliated parties, received a claim from Canadian Natural Resources Limited (CNRL) filed in the Court of Queen's Bench of Alberta, Judicial District of Calgary. The claim pertains to a January 2011 fire and explosion at a delayed coker unit at its Fort McMurray refinery that resulted in the injury of five CNRL employees, damage to property and equipment, and various forms of consequential loss, such as loss of profit, lost opportunities, and business interruption. The fire and explosion occurred when a CNRL employee bypassed certain safety controls and opened an operating coker unit. The total quantum of alleged damages arising from the incident has not been finalized, but is estimated to meet or exceed $1 billion.  The Corporation maintains various forms of commercial, property and casualty, product liability, and other forms of insurance; however, such insurance may not be adequate to cover the costs associated with a judgment against us. The Corporation is currently unable to estimate an amount, or range of potential losses, if any, from this matter. The Corporation believes it has adequate legal defenses and

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NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


intends to defend this matter vigorously. The Corporation's financial condition, results of operations, and cash flows could be materially affected during a future fiscal quarter or fiscal year by unfavorable developments or outcome regarding this claim.

In addition to the CNRL litigation, the Corporation is party to a number of other legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material effect on the Corporation’s results of operations or financial position.

Westinghouse Bankruptcy

On March 29, 2017, Westinghouse Electric Company (“WEC”) filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of New York, Case No. 17-10751.  The Bankruptcy Court overseeing the Bankruptcy Case has approved, on an interim basis, an $800 million Debtor-in-Possession Financing Facility to help WEC finance its business operations during the reorganization process. The Corporation had approximately $8 million in pre-petition billings outstanding with WEC as of the bankruptcy filing date. The Corporation will continue, for the time being and while it monitors and evaluates the Bankruptcy Case, to honor its executory contracts and expects to collect all post-petition amounts due.  At this time, the Corporation has assessed that any pre-petition amounts will be substantially recoverable and does not believe that rejection of the outstanding contracts with WEC, taken in part or combined, would have a material adverse impact on the Company’s cash flow or operations.  The Corporation continues to monitor the status of the WEC bankruptcy as well as the status of the plant construction projects for potential impacts on our business.

Letters of Credit and Other Financial Arrangements

The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers. At March 31, 20162017 and December 31, 20152016, there were $36.0$51.6 million and $37.347.2 million of stand-by letters of credit outstanding, respectively, and $13.6$13.7 million and $14.7$12.8 million of bank guarantees outstanding, respectively. As of March 31, 2016, letters of credit outstanding related to discontinued operations were $2.4 million. In addition, the Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility.  The Corporation has provided this financial assurance in the form of a $56.0 million surety bond.

AP1000 Program

Within the Corporation’s Power segment, our Electro-Mechanical Division is the reactor coolant pump (RCP) supplier for the WestinghouseWEC AP1000 nuclear power plants under construction in China and the United States.  The terms of the AP1000 China and United States contracts include liquidated damage penalty provisions for failure to meet contractual delivery dates if the Corporation caused the delay and the delay was not excusable.  On October 10, 2013, the Corporation received a letter from WestinghouseWEC stating entitlements to the maximum amount of liquidated damages allowable under the AP1000 China contract of approximately $25 million.  The Corporation would be liable for liquidated damages under the contract if certain contractual delivery dates were not met and if the Corporation was deemed responsible for the delay. As of March 31, 2016,2017, the Corporation has not met certain contractual delivery dates under its AP 1000 contracts; however there are significant uncertainties as to which parties are responsible for the delays.  The Corporation believes it has adequate legal defenses and intends to vigorously defend this matter. Given the uncertainties surrounding the responsibility for the delays no accrual has been made for this matter as of March 31, 2016.2017.  The range of possible loss is $0 to $48$55.5 million.

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

FORWARD-LOOKING STATEMENTS

Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Examples of forward-looking statements include, but are not limited to: (a) projections of or statements regarding return on investment, future earnings, interest income, sales, volume, other income, earnings or loss per share, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance, and (d) statements of assumptions, such as economic conditions underlying other statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “intend,” “may,” “might,” “outlook,” “potential,” “predict,” “should,” “will,” as well as the negative of any of the foregoing or variations of such terms or comparable terminology, or by discussion of strategy.  No assurance may be given that the future results described by the forward-looking statements will be achieved.  While we believe these forward-looking statements are reasonable, they are only predictions and are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond our control, which could cause actual results, performance, or achievement to differ materially from anticipated future results, performance, or achievement expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” of our 20152016 Annual Report on Form 10-K, and elsewhere in that report, those described in this Quarterly Report on Form 10-Q, and those described from time to time in our future reports filed with the Securities and Exchange Commission.  Such forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in Item 1. Financial Statements and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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


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COMPANY ORGANIZATION

Curtiss-Wright Corporation and its subsidiaries is a global, diversified, multinationalindustrial provider of highly engineered, technologically advanced, value-added products and services to a broad range of industries which are reported through our Commercial/Industrial, Defense, and Power segments. We are positioned as a market leader across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. We provide products and services to a number of global markets, including the commercial aerospace, defense, power generation, and have achieved balanced growth through the successful application of our core competencies in engineering and precision manufacturing.industrial markets. Our overall strategy is to be a balanced and diversified company, less vulnerable to cycles or downturns in any one market, and to establish strong positions in profitable niche markets. Approximately 35%38% of our 20162017 revenues are expected to be generated from defense-related markets.

RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of the Corporation for three months ended March 31, 2016.2017. The financial information as of March 201631, 2017 should be read in conjunction with the financial statements for the year ended December 31, 20152016 contained in our Form 10-K.

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

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

Analytical Definitions

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


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Consolidated Statements of Earnings            
 Three Months Ended Three Months Ended
 March 31, March 31,
(In thousands) 2016 2015 % change 2017 2016 % change
Sales            
Commercial/Industrial $274,727
 $297,887
 (8%) $278,822
 $274,727
 1%
Defense 105,391
 113,500
 (7%) 114,662
 105,391
 9%
Power 123,389
 134,812
 (8%) 130,107
 123,389
 5%
Total sales $503,507
 $546,199
 (8%) $523,591
 $503,507
 4%
            
Operating income            
Commercial/Industrial $30,052
 $43,289
 (31%) $30,621
 $30,052
 2%
Defense 16,845
 18,027
 (7%) 11,155
 16,845
 (34%)
Power 14,628
 19,512
 (25%) 16,540
 14,628
 13%
Corporate and eliminations (4,262) (7,993) 47% (7,089) (4,262) (66%)
Total operating income $57,263
 $72,835
 (21%) $51,227
 $57,263
 (11%)
            
Interest expense 9,933
 8,996
 10% 10,377
 9,933
 4%
Other income, net (234) (481) NM
 312
 234
 NM
Earnings from continuing operations before taxes 47,564
 64,320
 (26%) 41,162
 47,564
 (13%)
            
Provision for income taxes (14,745) (21,097) (30%) (8,615) (14,745) (42%)
Net earnings from continuing operations $32,819
 $43,223
 (24%) $32,547
 $32,819
 (1%)
            
New orders $628,619
 $628,617
 % $644,276
 $628,619
 2%
            
NM- not a meaningful percentage            

Components of sales and operating income increase (decrease):
 Three Months Ended
 Three Months Ended March 31,
 March 31, 2017 vs. 2016
 Sales Operating Income Sales Operating Income
Organic (7%) (26%) 3% (1%)
Acquisitions % 1% 2% (10%)
Foreign currency (1%) 4% (1%) %
Total (8%) (21%) 4% (11%)

Three months ended March 31, 20162017 compared with three months ended March 31, 20152016

Sales for the first three months of 2016 decreased $432017 increased $20 million to $504$524 million, compared with the same period in 2015.2016.  On a segment basis, sales from the Commercial/Industrial segment, Defense segment, and Power segment decreased $23increased $4 million, $8$9 million, and $11$7 million, respectively. Changes in sales by segment are discussed in further detail in the results by business segment section.




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Operating income during the first quarter of 2017decreased $16$6 million, or 21%11%, to $57$51 million, and operating margin decreased 190160 basis points, to 11.4%9.8%, from the comparable prior year period.  The decrease in operating income and margin is primarily attributable to lower sales volumethe current period acquisition of TTC in the Commercial/IndustrialDefense segment, and $3 million of incurred restructuring costs. Additionally,partially offset by higher production levels on the AP1000 China Direct program in the Power segment, the prior year period included a one-time benefit of $7 million from a termination change order on the former Progress Energy AP1000 plant.segment.

Non-segment operating expense decreased $4increased $3 million, or 47%66%, to $4$7 million due to lower pension costs and favorable foreign exchange gains in the current period as compared to foreign exchange losses in the priorcurrent year period.

Interest expenseincreased $1 million, or 10%, to $10 million in the first quarter of 2016, fromcurrent period was essentially flat as compared to the comparable prior year period, primarily due to the termination of our interest rate swaps.period.

The effective tax rate decreased for the first quarter of 20162017 to 31.0%,20.9% from 32.8%31.0% in the comparable prior year period. The primary driver of the decrease in the effective tax rate was enhanced manufacturing deductiondue to our current period adoption of ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Without this discrete item, our effective tax rate for the current period was 30.5%, a slight decrease from 31.0% in the U.S. coupled with the reinstatement of the U.S. R&D credit.prior year period.

Comprehensive income in the first quarter of 20162017 was $52$46 million, compared to comprehensive lossincome of $38$52 million in the comparable prior year period. The changedecrease was mostly due to the following:

Net earnings from continuing operations decreased $10 million to $33 million, primarily due to foreign currency translation adjustments as lower comprehensive gains from the lower operating income discussed above. This was more thanCanadian Dollar were partially offset by the increase in net earnings from discontinued operations which were zero instrengthening of the British Pound during the current period as compared to a loss of $27 million in the prior period. Total net earnings increased $17 million as a result of the above.
Foreign currency translation adjustments in the first quarter of 2016 resulted in a $17 million comprehensive gain, compared to a $56 million comprehensive loss in the comparable prior year period. The foreign currency translation gains were primarily attributed to increases in the Canadian Dollar, Euro, and Swiss Franc.
Pension and postretirement adjustments within comprehensive income decreased approximately $1 million, to $2 million, due to a reduction in the amortization of prior service costs and actuarial losses.

New orders in the first quarter of 2016 was $6292017 increased $16 million essentially flat with that ofto $644 million, as compared to the comparable prior year period. This increase was primarily due to new government orders for the purchase of aircraft handling systems and pumps in the Defense and Power segments, respectively. These increases were partially offset by decreases in the Commercial/Industrial and Power segments due to the timing of funding from government customers.

RESULTS BY BUSINESS SEGMENT

Commercial/Industrial

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

 Three Months Ended Three Months Ended
 March 31, March 31,
(In thousands) 2016 2015 % change 2017 2016 % change
Sales $274,727
 $297,887
 (8%) $278,822
 $274,727
 1%
Operating income 30,052
 43,289
 (31%) 30,621
 30,052
 2%
Operating margin 10.9% 14.5% (360) bps 11.0% 10.9% 10  bps
New orders $357,387
 $336,533
 6% $327,907
 $357,387
 (8%)

Components of sales and operating income increase (decrease):
  Three Months Ended
  March 31,
  2017 vs. 2016
  Sales Operating Income
Organic 3% %
Acquisitions % %
Foreign currency (2%) 2%
Total 1% 2%

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  2016 vs. 2015
  Sales Operating Income
Organic (7%) (34%)
Acquisitions % 1%
Foreign currency (1%) 2%
Total (8%) (31%)

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

Sales decreased $23during the first quarter of 2017 increased $4 million, or 8%1%, to $275$279 million over the comparable prior year period. In the general industrial market, we experienced lower sales of severe service valvesincreased $8 million primarily due to energy markets of $15 million as well as a reduction in saleshigher demand for our industrial vehicle and industrial automation products. Within the commercial aerospace market, higher sales of actuation systems and sensors and control products, primarily on the Boeing 737 program, wereThis increase was partially offset by lower sales of surface technology services, most notably with Airbus.unfavorable foreign currency translation.

Operating income during the first quarter of 2016, decreased $132017 increased $1 million, or 31%2%, to $30$31 million,, and operating margin decreased 360increased 10 basis points from the comparable prior year period to 10.9%11.0%. The decreaseincreases in operating income and operating margin iswere primarily due to theongoing margin improvement initiatives and improved volume and absorption on industrial vehicle products. These increases were partially offset by lower profitability for sensors and controls products due to unfavorable impact of lower sales volume discussed above. Operating income and operating margin were also impacted by restructuring costs of approximately $3 million, which we expect to produce cost savings in the second half of 2016.mix.

New orders increased $21decreased $29 million in the first quarter of 2016,2017, from the comparable prior year period, primarily due to organic growth in our valve and sensors and controls products.the timing of funding from government customers.

Defense

The following tables summarize sales, operating income and margin, and new orders, within the Defense segment.
 Three Months Ended  Three Months Ended 
 March 31,  March 31, 
(In thousands) 2016 2015 % change  2017 2016 % change 
Sales $105,391
 $113,500
 (7%)  $114,662
 $105,391
 9% 
Operating income 16,845
 18,027
 (7%)  11,155
 16,845
 (34%) 
Operating margin 16.0% 15.9% 10  bps  9.7% 16.0% (630 bps) 
New orders $105,891
 $134,706
 (21%)  $133,973
 $105,891
 27% 

Components of sales and operating income increase (decrease):
 Three Months Ended
 March 31,
 2016 vs. 2015 2017 vs. 2016
 Sales Operating Income Sales Operating Income
Organic (6%) (20%) % 2%
Acquisitions % % 9% (34%)
Foreign currency (1%) 13% % (2%)
Total (7%) (7%) 9% (34%)


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

Sales during the first quarter of 2017 increased $9 million, or 9%, to $115 million, from the comparable prior year period, primarily due to the incremental impact of our TTC acquisition, which contributed $10 million in sales. Excluding the impact of TTC, increased sales of turret drive stabilization systems to the ground defense market were largely offset by declines in helicopter sales to the aerospace defense market.

Operating income during the first quarter of 2017 decreased $6 million, or 34%, to $11 million, and operating margin decreased 630 basis points from the comparable prior year period to 9.7%. The decreases in operating income and operating margin were primarily due to the TTC acquisition which reduced operating income $6 million. Excluding the impact of TTC, both operating income and operating margin were essentially flat.

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Sales decreased $8
New orders increased $28 million or 7%, to $105 million,in the first quarter of 2017, from the comparable prior year period, primarily due to lower salesa new government order for aircraft handling systems and the acquisition of embedded computing products based on timing of production on various fighter jet and rotorcraft programs, including the V-22 and P-8 programs.

Operating income during the first quarter of 2016, decreased $1 million, or 7%, to $17 million, and operating margin increased 10 basis points from the prior year quarter to 16.0%. The decrease in organic operating income is primarily due to the unfavorable impact of lower sales volumes and unfavorable sales mix. These decreases were partially offset by favorable foreign currency translation of approximately $2 million.

New orders decreased $29 million in the first quarter of 2016, from the comparable prior year period, primarily due to the timing of orders on Commercial-off-the-shelf (COTS) and embedded computing products.TTC.

Power

The following tables summarize sales, operating income and margin, and new orders, within the Power segment.
 Three Months Ended  Three Months Ended 
 March 31,  March 31, 
(In thousands) 2016 2015 % change  2017 2016 % change 
Sales $123,389
 $134,812
 (8%)  $130,107
 $123,389
 5% 
Operating income 14,628
 19,512
 (25%)  16,540
 14,628
 13% 
Operating margin 11.9% 14.5% (260) bps  12.7% 11.9% 80 bps 
New orders $165,341
 $157,378
 5%  $182,396
 $165,341
 10% 

Components of sales and operating income increase (decrease):
 Three Months Ended
 March 31,
 2016 vs. 2015 2017 vs. 2016
 Sales Operating Income Sales Operating Income
Organic (8%) (25%) 5% 13%
Acquisitions % % % %
Foreign currency % % % %
Total (8%) (25%) 5% 13%

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

Sales decreased $11during the first quarter of 2017 increased $7 million, or 8%5%, to $123130 million, from the comparable prior year period, primarily due to a one-time net benefitas higher production revenues of $10$18 million from a termination change order on the former Progress Energy AP1000 plant. In the current period higher production levels on the AP1000China Direct program were partially offset by lower aftermarket sales of $14 million supporting domestic and international nuclear reactors. WithinIn the naval defense market, we experienced lower production levels ofhigher revenues for pumps and generators supporting the development on the new Columbia class submarine program were partially offset by the timing of production on the Virginia-class submarine program primarily due to timing, and lower sales of CVN-79 pumps and valves on the CVN-79 as production is nearing completion.

Operating income during the first quarter of 2016, decreased $52017 increased $2 million, or 25%13%, to $15$17 million,, and operating margin decreased 250increased 80 basis points to 11.9%12.7%. The decreasesincreases in operating income and operating margin were primarily driven by higher production levels on the Progress Energy AP1000 termination change order, which provided a one-time net benefit of $7 millionChina Direct program and improved profitability in the aftermarket power generation business due to the comparable prior year period. This is partially offset by higher AP1000 production levels as well as the absencebenefits of reactor coolant pump testing costs which impacted the prior year period.our ongoing margin improvement initiatives.

New orders increased $817 million againstin the first quarter of 2017, from the comparable prior year period, primarily due to organic growth in our naval defense businessesa new government order for pumps and generators.on the CVN-80 aircraft carrier.

SUPPLEMENTARY INFORMATION

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



The table below depicts sales by end market. End market sales help provide an enhanced understanding of our businesses and the markets in which we operate. The table has been included to supplement the discussion of our consolidated operating results.


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Net Sales by End Market Three Months Ended
  March 31,
(In thousands) 2016 2015 % change
Defense markets      
Aerospace $61,390
 $71,346
 (14%)
Ground 19,174
 18,655
 3%
Naval 91,937
 89,062
 3%
Other 2,428
 2,726
 (11%)
Total Defense $174,929
 $181,789
 (4%)
       
Commercial markets      
Aerospace $100,841
 $101,020
 %
Power Generation 99,656
 113,235
 (12%)
General Industrial 128,081
 150,155
 (15%)
Total Commercial $328,578
 $364,410
 (10%)
       
Total Curtiss-Wright $503,507
 $546,199
 (8%)
       
NM- not a meaningful percentage      

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
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Net Sales by End Market Three Months Ended
  March 31,
(In thousands) 2017 2016 % change
Defense markets      
Aerospace $65,783
 $61,548
 7%
Ground 19,737
 19,175
 3%
Naval 90,970
 92,951
 (2%)
Other 7,041
 1,255
 NM
Total Defense $183,531
 $174,929
 5%
       
Commercial markets      
Aerospace $98,824
 $102,187
 (3%)
Power Generation 105,551
 99,890
 6%
General Industrial 135,685
 126,501
 7%
Total Commercial $340,060
 $328,578
 3%
       
Total Curtiss-Wright $523,591
 $503,507
 4%
       
NM- not a meaningful percentage      
       
Note: Certain amounts in the prior year have been reclassed to conform to the current year presentation.

Defense market sales decreased $7increased $9 million, or 4%5%, to $175$184 million, from the comparable prior year period. Aerospace defense sales decreasedincreased primarily as a resultdue to the incremental impact of lowerour TTC acquisition which contributed $7 million in sales, of embedded computing products based onpartially offset by the timing of production on various fighter jet and rotorcraft programs, includingprograms. Lower sales in the V-22 and P-8 programs, while ground defense sales were essentially flat. Navalnaval defense market growth waswere primarily due to increased demand for pumps and generators supporting submarine programs as well as an increase in helicopter handling systems sales primarily the DDG-51 Destroyer program. These increases were partially offset by decreasedtiming of production on the Virginia-class submarine and Ford-class aircraft carrier program. Other defense sales increased due to various projects across government entities.

Commercial market sales decreased $36increased $11 million, or 10%3%, to $329$340 million, from the comparable prior year period, primarily due to decreasedincreased sales in the general industrial and power generation markets. In the general industrial market, we experienced lower sales of severe service valves to energy markets of $15 million as well as a reduction in salesincreased demand for our industrial vehicle and medical mobility products. Within the power generation market, decreased saleshigher production revenues of $14$18 million are primarily due to a one-time $10 million net benefit recognized in the prior year period as a result of a termination change order on the former Progress Energy AP1000 plant. In addition,China Direct program were partially offset by lower aftermarket sales primarilyof $12 million supporting domestic and international nuclear operating reactors in the current year period contributed to the decrease in power generation sales. This wasreactors. These increases were partially offset by higher production onlower actuation systems sales in the AP1000 program.commercial aerospace market.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Use of Cash

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

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Condensed Consolidated Statements of Cash FlowsThree Months EndedThree Months Ended
March 31,March 31,
(In thousands)2016 20152017 2016
Net Cash provided by (used):   
Net Cash provided by (used in):   
Operating activities$70,260
 $(171,091)$(24,941) $70,260
Investing activities(8,622) (17,913)(249,661) (8,622)
Financing activities(17,670) (36,042)(8,003) (17,670)
Effect of exchange-rate changes on cash4,598
 (9,476)1,663
 4,598
Net increase (decrease) in cash and cash equivalents48,566
 (234,522)(280,942) 48,566

Net cash provided by (used in)used in operating activities increased $241$95 million from the comparable prior year period. The increase in cash used is primarily due to a voluntary pension contributionprior period net collections of $145$66 million made inrelated to the prior year period. The remaining increase in cash from operating activities is primarily due to higher collections in the current periodAP1000 program and a one-time prior period benefit of $20 million benefit as a result of the interest rate swap termination.

Net cash used in investing activities decreased $9increased $241 million from the comparable prior year period. The decrease in cash used for investing activities isperiod primarily due to lowercurrent period acquisitions. The Corporation acquired two businesses during the three months ended March 31, 2017 for approximately $239 million, net of cash used for acquisitions.acquired. The Corporation did not acquire any businesses during the first quarter of 2016. In the comparable prior year period, the Corporation acquired one company for approximately $13 million. Capital expenditures were essentially flat.

Financing Activities

Debt

The Corporation’s debt outstanding had an average interest rate of 4.0% and 3.4% for the three months ended March 31, 20162017 and March 31, 2015,2016, respectively. The Corporation's average debt outstanding was $950 million for the three months ended March 31, 20162017, as compared to $958 million in same period in the prior year. and March 31, 2016, respectively.

Revolving Credit Agreement

As of the end of March 31, 20162017, the Corporation had no borrowings under the 2012 Senior Unsecured Revolving Credit Agreement (the "Credit Agreement" or "credit facility") and $3652 million in letters of credit supported by the credit facility. The unused credit available under the Credit Agreement atas of March 31, 20162017 was $464$448 million, which could be borrowed without violating any of our debt covenants.

Repurchase of common stock

During the first three months of 20162017, the CompanyCorporation used $30$13 million of cash to repurchase approximately 429,000133,000 outstanding shares under its share repurchase program. During the first quarter of 2015,2016, the Corporation used $47$30 million of cash to repurchase approximately 673,500429,000 outstanding shares.

Cash Utilization

Management continually evaluates cash utilization alternatives, including share repurchases, acquisitions, and increased dividends to determine the most beneficial use of available capital resources. We believe that our cash and cash equivalents, cash flow from operations, available borrowings under the credit facility, and ability to raise additional capital through the credit markets are sufficient to meet both the short-term and long-term capital needs of the organization.

Debt Compliance


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


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

As of March 31, 2016, we had the ability to borrow additional debt of $845 million without violating our debt to capitalization covenant.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued



As of March 31, 2017, we had the ability to borrow additional debt of $878 million without violating our debt to capitalization covenant.

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



CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 20152016 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 25, 2016,21, 2017, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.



Page 28

CURTISS WRIGHT CORPORATION and SUBSIDIARIES


Item 3.                  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There hashave been no material changes in our market risk during the three months ended March 31, 20162017.  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 20152016 Annual Report on Form 10-K.


Item 4.               CONTROLS AND PROCEDURES

As of March 31, 20162017, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of March 31, 20162017 insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and they include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 20162017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION

Item 1.                 LEGAL PROCEEDINGS
 
In the ordinary course of business, we and our subsidiaries are subject to various pending claims, lawsuits, and contingent liabilities. We do not believe that the disposition of any of these matters, individually or in the aggregate, will have a material effect on our consolidated financial position or results of operations.

In December 2013, the Corporation, along with other unaffiliated parties, received a claim from Canadian Natural Resources Limited (CNRL) filed in the Court of Queen's Bench of Alberta, Judicial District of Calgary. The claim pertains to a January 2011 fire and explosion at a delayed coker unit at its Fort McMurray refinery that resulted in the injury of five CNRL employees, damage to propertyProperty and equipment, and various forms of consequential loss such as loss of profit, lost opportunities, and business interruption. The fire and explosion occurred when a CNRL employee bypassed certain safety controls and opened an operating coker unit. The total quantum of alleged damages arising from the incident has not been finalized, but is estimated to meet or exceed $1 billion.  Although the parties tentatively agreed to mediate the claim, no progress has been made to further pursue the claim. The Corporation maintains various forms of commercial, property and casualty, product liability, and other forms of insurance; however, such insurance may not be adequate to cover the costs associated with a judgment against us. The Corporation is currently unable to estimate an amount or range of potential losses, if any, from this matter. The Corporation believes it has adequate legal defenses and intends to defend this matter vigorously. The Corporation's financial condition, results of operations, and cash flows could be materially affected during a future fiscal quarter or fiscal year by unfavorable developments or outcome regarding this claim.
 
We or our subsidiaries have been named in a number of lawsuits that allege injury from exposure to asbestos.  To date, neither we nor our subsidiaries have been found liable or paid any material sum of money in settlement in any case.  We believe that the minimal use of asbestos in our past and current operations and the relatively non-friable condition of asbestos in our products makes it unlikely that we will face material liability in any asbestos litigation, whether individually or in the aggregate.  We maintain insurance coverage for these potential liabilities and believe adequate coverage exists to cover any unanticipated asbestos liability.

On March 29, 2017, Westinghouse Electric Company (“WEC”) filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of New York, Case No. 17-10751.  The Bankruptcy Court overseeing the Bankruptcy Case has approved, on an interim basis, an $800M Debtor-in-Possession Financing Facility to help WEC finance its business operations during the reorganization process. The Corporation had approximately $8 million in pre-petition billings outstanding with WEC as of the bankruptcy filing date. The Corporation will continue, for the time being and while it monitors and evaluates the Bankruptcy Case, to honor its executory contracts and expects to collect all post-petition amounts due.  At this time, the Corporation has assessed that any pre-petition amounts will be substantially recoverable and does not believe that rejection of the outstanding contracts with WEC, taken in part or combined, would have a material adverse impact on the Company’s cash flow or operations.  The Corporation continues to monitor the status of the WEC bankruptcy as well as the status of the plant construction projects for potential impacts on our business.


Item 1A.          RISK FACTORS
 
There hashave been no material changes in our Risk Factors during the three months ended March 31, 20162017. Information regarding our Risk Factors is more fully described in Item “1A. Risk Factors” of our 20152016 Annual Report on Form 10-K.

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

The following table provides information about our repurchase of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended March 31, 20162017.



 Total Number of shares purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Maximum Dollar amount of shares that may yet be Purchased Under the Program Total Number of shares purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Maximum Dollar amount of shares that may yet be Purchased Under the Program
January 1 - January 31 187,930
 $69.08
 187,930
 $187,018,380
 48,222
 $97.86
 48,222
 $45,280,961
February 1 - February 29 119,200
 66.33
 307,130
 179,111,487
February 1 - February 28 37,800
 98.15
 86,022
 41,570,731
March 1 - March 31 121,417
 71.82
 428,547
 170,391,710
 46,700
 95.41
 132,722
 37,115,154
For the quarter ended 428,547
 $69.09
 428,547
 170,391,710
 132,722
 $97.08
 132,722
 37,115,154
On December 9, 2015,7, 2016, the Corporation announced its newly authorized $200an additional $100 million for future share repurchase program.repurchases. The Company initiated the new program in January 2016 andCorporation plans to repurchase at least $100$50 million ofin shares in 2016.2017. Under the current program, shares may be purchased on the open market, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

Item 3.                 DEFAULTS UPON SENIOR SECURITIES



Not Applicable.


Item 4.                MINE SAFETY DISCLOSURES
 
Not applicable.

 
Item 5.                OTHER INFORMATION
 
There have been no material changes in our procedures by which our security holders may recommend nominees to our board of directors during the three months ended March 31, 20162017.  Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder Recommendations and Nominations for Director” of our 20162017 Proxy Statement on Schedule 14A, which is incorporated by reference to our 20152016 Annual Report on Form 10-K.



Item 6.                      EXHIBITS

   Incorporated by ReferenceFiled
Exhibit No. Exhibit DescriptionFormFiling DateHerewith
      
3.1 Amended and Restated Certificate of Incorporation of the Registrant8-A/AMay 24, 2005 
      
3.2 Amended and Restated Bylaws of the Registrant8-KMay 18, 2015 
      
31.1   X
      
31.2   X
      
32   X
      
101.INS XBRL Instance Document  X
      
101.SCH XBRL Taxonomy Extension Schema Document  X
      
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document  X
      
101.DEF XBRL Taxonomy Extension Definition Linkbase Document  X
      
101.LAB XBRL Taxonomy Extension Label Linkbase Document  X
      
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document  X
      
    



SIGNATURE

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

CURTISS-WRIGHT CORPORATION
(Registrant)

By:     /s/ Glenn E. Tynan
Glenn E. Tynan
Vice President of Finance and Chief Financial Officer
Dated: May 5, 20164, 2017




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