8-K
Curtiss Wright Corp (CW)
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| UNITED STATES |
|---|
| SECURITIES AND EXCHANGE COMMISSION |
| Washington,<br><br><br> D.C. 20549 |
| FORM 8-K |
| CURRENT<br> REPORT |
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2021
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-00134 | 13-0612970 |
|---|---|---|
| (State or Other<br><br> <br>Jurisdiction of<br><br> <br>Incorporation) | (Commission File<br><br> <br>Number) | (IRS Employer<br><br> <br>Identification No.) |
| 130 Harbour Place Drive, Suite 300 | ||
| --- | --- | |
| Davidson, NC | 28036 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (704) 869-4600
__________
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | CW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 \(17 CFR §230.405\) or Rule 12b-2 of the Securities Exchange Act of 1934 \(17 CFR §240.12b-2\).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01 REGULATION FD DISCLOSURE
Curtiss-Wright Corporation delivered an investor and securities analyst presentation on Wednesday, May 26, 2021 at 8:30 am EDT in conjunction with its 2021 Virtual Investor Day to provide an in-depth review of the Company’s business drivers and new strategy to deliver long-term profitable growth, including an intensified focus on innovation, collaboration, strategic investments, and capital allocation, while also introducing its new long-term financial targets. A copy of this press release and slide presentation are attached hereto as Exhibits 99.1 and 99.2. Access to the webcast, the press release, and the presentation will be posted on Curtiss-Wright's website at www.curtisswright.com. A webcast replay will be available on the Company's website beginning immediately after the end of the conference.
This information is not “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing made pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The furnishing of these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
| 99.1 | Press Release dated May 26, 2021 |
|---|---|
| 99.2 | Presentation shown during investor and securities analyst webcast on May 26, 2021. |
| --- | --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CURTISS-WRIGHT CORPORATION | |
|---|---|
| By: | /s/ K. Christopher Farkas |
| K. Christopher Farkas | |
| Vice-President and | |
| Chief Financial Officer |
Date: May 26, 2021
EXHIBIT INDEX
| Exhibit<br><br> Number | Description |
|---|---|
| 99.1 | Press Release dated May<br> 26, 2021 |
| 99.2 | Presentation shown during investor and<br> securities analyst webcast on May 26, 2021 |
| Exhibit 99.1 | |
| --- |
Curtiss-Wright Hosts Virtual Investor Day and Provides New Long-Term Strategy and Financial Guidance
Company Outlines New Strategy to Drive Long-Term Profitable Growth; Introduces 2023 Financial Targets including 5-10% Revenue CAGR and Minimum 10% EPS CAGR
DAVIDSON, N.C.--(BUSINESS WIRE)--May 26, 2021--Curtiss-Wright Corporation (NYSE: CW) today announced that it will host its virtual Investor Day beginning at 8:30 a.m. Eastern Time.
Lynn M. Bamford, President and Chief Executive Officer, K. Christopher Farkas, Vice President and Chief Financial Officer, and Kevin M. Rayment, Vice President and Chief Operating Officer, along with other senior executives, will provide an in-depth review of the Company’s business drivers and new strategy to deliver long-term profitable growth, including an intensified focus on innovation, collaboration, strategic investments, and capital allocation, while also introducing its new long-term financial targets.
“Curtiss-Wright enjoys a strong track record of operational excellence and financial discipline, which continue to play a key role in driving robust free cash flow generation,” said Lynn M. Bamford, President and CEO of Curtiss-Wright Corporation. “Leveraging that strong base, our new Pivot to Growth **** strategy is led by a renewed focus on top-line acceleration, through both organic and inorganic sales growth. This strategy is built upon our new operational growth platform and continued disciplined M&A, while maintaining our focus on top-quartile performance. We are confident in our ability to achieve our new 3-year financial targets and unlock significant value for all of our stakeholders.”
Introducing 3-Year Financial Targets (from Base Year 2020):
- Total Revenue CAGR of 5-10%
- Operating Income Growth > Revenue Growth
- Top Quartile Margin Performance (relative to CW’s proxy peer group)
- Adjusted EPS CAGR of at least 10%
- Free Cash Flow Conversion above 110%
Event Webcast Details: A live webcast of the presentations, including one question and answer session at the conclusion of the prepared remarks, will begin at 8:30 a.m. EDT and conclude at approximately 11:30 a.m. EDT. The presentations and webcast can be accessed through the Investor Relations section of Curtiss-Wright’s website at investors.curtisswright.com. Registration for the live event is required and can be completed on the Investor Day 2021 Registration Site. An archived replay of the webcast and slides shown during the presentations will be available following the completion of the event for one year.
About Curtiss-Wright Corporation Curtiss-Wright Corporation (NYSE:CW) is a global innovative company that delivers highly engineered, critical function products and services to the Aerospace and Defense markets, and to the Commercial markets including Power, Process and General Industrial. Building on the heritage of Glenn Curtiss and the Wright brothers, Curtiss-Wright has a long tradition of providing reliable solutions through trusted customer relationships. The company employs approximately 8,200 people worldwide. For more information, visit www.curtisswright.com.
The statements in this press release, including statements about future revenue growth, financial and margin performance, operating income growth, earnings per share growth, the successful integration of the Company’s acquisitions, and future cash flow from operations are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act") and the Private Securities Litigation Reform Act of 1995. These statements present management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include, but are not limited to: a reduction in anticipated orders; an economic downturn; changes in the competitive marketplace and/or customer requirements; a change in government spending; an inability to perform customer contracts at anticipated cost levels; the impact of a global pandemic or national epidemic, the inability to locate and purchase acquisitions that meet our internal financial and strategic criteria, and other factors that generally affect the business of aerospace, defense contracting, electronics, marine, and industrial companies. Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent reports filed with the Securities and Exchange Commission.
This press release and additional information are available at www.curtisswright.com.
Contacts
Jim Ryan
\(704\) 869-4621
jim.ryan@curtisswright.com
| Exhibit 99.2 |
|---|
MAY 26, 2021 INVESTOR DAY 2021
SAFE HARBOR STATEMENT Please note that the information provided in this presentation is accurate as of the date of the original presentation. The presentation will remain posted on this website from one to twelve months following the initial presentation, but content will not be updated to reflect new information that may become available after the original presentation posting. The presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and Curtiss-Wright Corporation assumes no obligation to update the information included in this report. Such forward-looking statements include, among other things, management's estimates of future performance, revenue and earnings, our management's growth objectives, our management’s ability to integrate acquisitions, and our management's ability to produce consistent operating improvements. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; the effects of regional or global health epidemics, including the severity and duration of the ongoing COVID-19 pandemic; global trade issues and changes in trade and export license policies, including the recent rules and interpretations promulgated by the U.S. Department of Commerce expanding export license requirements for certain products sold to certain entities in China; customers’ technology and capacity requirements; the introduction of new and innovative technologies, our ability to develop, deliver and support new products and technologies; acquisitions, investments and divestitures; changes in income tax laws; our ability to expand our current markets, increase market share and develop new markets; market acceptance of existing and newly developed products; our ability to achieve the objectives of operational and strategic initiatives, align our resources and cost structure with business conditions, and attract, motivate and retain key employees; our ability to accurately forecast future results, market conditions, customer requirements and business needs; our ability to ensure compliance with applicable law, rules and regulations; and other risks and uncertainties described in our SEC filings, including our recent annual report on form 10-K and quarterly report on Form 10-Q. All forward-looking statements are based on management’s current estimates, projections and assumptions, and we assume no obligation to update them.This presentation also includes certain non-GAAP financial measures. We have provided a reconciliation from the comparable GAAP financial measure to each corresponding non-GAAP financial measure included in this presentation. Any references to organic growth exclude the effects of restructuring costs, foreign currency fluctuations, acquisitions and divestitures, unless otherwise noted. Any reference to top quartile performance is relative to Curtiss-Wright’s peer group as reported in our Proxy. More information about potential factors that could affect our business and financial results is included in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, including, among other sections, under the captions, "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which is on file with the SEC and available at the SEC's website at www.sec.gov. 2
AGENDA 3 8:30 am Welcome and Opening RemarksJim RyanSr. Director, Investor Relations Company Overview and StrategyLynn BamfordPresident & Chief Executive Officer Operational TransformationKevin RaymentChief Operating Officer Naval & PowerGreg HempflingSVP and GM Naval & Power Segment Aerospace & IndustrialKevin RaymentChief Operating Officer 10:00 am Break 10:05 am Defense ElectronicsChris Wiltsey SVP & GM Defense Electronics Segment Financial Strategy Chris FarkasChief Financial Officer Closing RemarksLynn BamfordPresident & Chief Executive Officer 10:50 am Q&A Session
CURTISS-WRIGHT TODAY 4
Company Overview and Strategy 5 Lynn Bamford President & Chief Executive Officer
Simplify the business model for improved transparency, communication, and portfolio synergies to further unlock stakeholder value Advance the One Curtiss-Wright Vision through the uniform deployment of the new Operational Growth Platform (OGP) Deepen and expand customer relationships through world-class execution by supplying innovative, mission-critical technologies and driving One Curtiss-Wright to the customer Pivot to growth, both organic and inorganic; reinvesting back into the business to fuel the innovation engine; disciplined and strategic approach to M&A while maintaining top quartile performance KEY MESSAGES | COMPANY OVERVIEW AND STRATEGY 6 1 2 3 4
CURTISS-WRIGHT SNAPSHOT 7 BROAD GLOBAL FOOTPRINT SERVING DIVERSE END MARKETS Defense Power & Process General Industrial CommercialAerospace North America Europe Asia $2.5B $5.2B 90 40 8.2K 1.8K 2021ESales Market Cap1 Countries Served Major Sites (>50 employees) Employees Engineers 2021E Sales by End Market 2021E Sales by Geography HQ: Davidson, NC Major Sites 66% A&D34% Commercial 1. Market Cap as of 5/25/21
KEY OBSERVATIONS AS NEW CEO BUILDING ON A STRONG FOUNDATION 8 STRONG FOUNDATION WITH CLEAR OPPORTUNITIES TO ENHANCE SHAREHOLDER VALUE WHAT IS CHANGING? Well-established culture of top quartile financial performancePortfolio of industry-leading technologies; #1 or #2 revenue share across the majority of our critical niche marketsStrategic R&D funding to drive innovation in our marketsProven leadership team, new roles and exciting ideasDedicated and long-serving work force committed to serving our customers Enterprise-wide enthusiasm to continue the One Curtiss-Wright journey Pivot to growthGreater leadership oversight of R&D, innovation and top growth opportunities Innovation and operational growth platforms integrated deep into the cultureSharing of business intelligence and best practices to enhance value creationProactively filling M&A pipeline with deals meeting both strategic and financial filters
REINTRODUCING OUR NEW SEGMENT STRUCTURE 9 DRIVING SIMPLICITY, TRANSPARENCY AND ENHANCED COMMUNICATIONS ~$753M ~$754M ~$970M Note: Midpoint of guidance range for 2021E Sales AEROSPACE & INDUSTRIAL DEFENSE ELECTRONICS NAVAL & POWER ■ Aerospace Defense ■ General Industrial ■ Commercial Aerospace ■Ground Defense ■ Naval Defense ■ Power & Process 2021E Sales
TODAY’S PRESENTERS | EXPERIENCED LEADERSHIP TEAM FOCUSED ON EXECUTION 10 ROBUST SUCCESSION PLANNING PROCESS; TEAM HAS 80 YEARS EXPERIENCE AT CURTISS-WRIGHT New to the position in last two years Note: Year joined CW team Lynn M. BamfordPresident & CEO2004 Kevin RaymentChief Operating Officer2004 K. Christopher FarkasChief Financial Officer2009 Chris WiltseySVP / GMDefense Electronics 2004 Greg HempflingSVP / GMNaval & Power2004
OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) JOURNEY 11 LONG TRACK RECORD OF STRONG GOVERNANCE AND SAFETY METRICS; MSCI ESG RATING OF “A” Created cross-functional ESG council Establish long-term milestones / goals Launched Sustainability website Giving back to community Launched company-wide EHS Management System; compiling energy / waste data across global operations Best-in-class safety metrics Board / executive oversight with strong Governance
EXPERIENCED AND DIVERSIFIED BOARD OF DIRECTORS 12 Board Expertise Matrix Senior Leadership Experience Industry Experience Operations M&A Int’l Experience Finance Public Company Board Experience Gender/Ethnic Diversity David AdamsExecutive ChairmanFormer CEO Curtiss-Wright Lynn BamfordPresident and CEOCurtiss-Wright Dean FlattFormer President and COO Honeywell Defense and Space S. Marce FullerFormer President and CEO Mirant Corporation Glenda MinorCEO and Principal Silket Advisory Services Anthony MoracoFormer CEOSAIC Admiral John NathmanAdmiral, U.S. Navy (Ret.) Robert RivetFormer EVP, Chief Operations & Administrative Officer AMD Peter WallaceFormer CEO Gardner Denver Board Attributes Average Age ~65 Years Average Tenure ~7 Years Independent Directors 80% Bruce HoechnerPresident and CEO, Rogers Corporation
CORE CAPABILITIES AND SUSTAINABLE COMPETITIVE ADVANTAGES 13 MARKET LEADER WITH #1 OR #2 REVENUE SHARE ACROSS THE MAJORITY OF OUR CRITICAL NICHE MARKETS Strong technical expertise; managing and designing to meet customer needs and reduce risk Decades of knowledge transfer since inception in most of our major markets Global engineering, sales, support and manufacturing footprint Long-standing, deep customer relationships; unique, innovative solutions Engaged culture with proven operational excellence Highly engineered, mission critical, niche products with high IP to enhance safety, reliability and performance
PROACTIVELY TARGETING HIGHEST GROWTH VECTORS IN OUR END MARKETS 14 WELL-POSITIONED FOR EXPECTED REBOUND IN GLOBAL INDUSTRIAL ECONOMIC ACTIVITY Emerging threats from U.S. adversaries support need for strong global shipbuilding base; “Return to Major Power Competition” is real Future of high-tech warfare driving increased demand for more sophisticated technologies Drive to carbon-free energy promotes need for nuclear innovation and safety, and advanced products to enhance nuclear plant efficiency and reliability Move to electrification and electronification across a broad range of air, land and sea platforms
WHY CURTISS-WRIGHT REMAINS WELL-POSITIONED IN DEFENSE 15 Demonstrated successful track record; grown at or above base DoD Budget over past 20 Years / last 3 Presidential terms (Republican or Democrat)Solid stable positions with long-term visibility across key platforms such as Ford-class aircraft carrier, Columbia-class & Virginia-class submarines & F-35 which have strong bipartisan supportRemaining business well-insulated across diverse platform portfolio (Defense Electronics presence on 325 platforms, >3,000 programs over the past 10 years)Numerous single source positions (>50%) and strong IP content throughout portfolio Uniquely aligned with high growth DoD priorities and emerging technological trends (security, cyber, hypersonics, net-centric connected battlefield, soldier survivability, Modular Open Systems Approach (MOSA))Defense budgets demonstrate consistent growth over time CONTINUING TO OUTPACE THE MARKET
CLEAR STRATEGY FOR LONG-TERM PROFITABLE GROWTH 16 Drive Growth Through Operational ExcellenceMaintain Top Quartile Performance Accelerate Organic Growth Through Innovation and Collaboration Maintain Disciplined Capital Allocation Utilize M&A as a Strategic Accelerator
ACCELERATE ORGANIC GROWTH THROUGH INNOVATION AND COLLABORATION 17 Building on Established Positions in Critical Technologies Driving Visibility of Ideas Across the Organization through Our Innovation Operating System Maximizing Use of R&D and IP Collaboration; Continuing to Ensure Technology Leadership Expanding Technologies into New and Adjacent Markets Collaborating to Leverage Customer Relationships across the Organization Realigning Incentives to Enhance Growth Focus
NEW OPERATIONAL GROWTH PLATFORM (OGP) ACCELERATES PIVOT TO GROWTH 18 BUILDING ON A STRONG FOUNDATION OF OPERATIONAL EXCELLENCE Innovation Strategy M&A Commercial Excellence Talent Top Quartile Organizational Optimization LEAN Talent Attraction, Development and Retention Strong Succession Planning Processes Deep Knowledge TransferContinued Emphasis on Diversity & InclusionNew Business Leader and Future GM programsNew Engineering Leadership Development programCurtiss-Wright Technical Fellows programEngineering Centers of Excellence Functional Training Curriculums to Increase Knowledge and Retention Customer Satisfaction Stakeholder Value Collaboration Continuous Assessment
PRIORITIZING CAPITAL TOWARDS M&A AS A STRATEGIC ACCELERATOR 19 STRONG FREE CASH FLOW SUPPORTS DISCIPLINED CAPITAL ALLOCATION STRATEGY Strategic Filters M&A Priorities Embedded Computing Capabilities and Adjacent Technologies (Hardware and Software) Major Naval Safety and Propulsion Systems Drive to Electrification and Electronification (Air, Land and Sea) Technologies Supporting Drive for Carbon-Free Energy Geographic and Customer Expansion Unique, High-Value IP Market, Customer, Product Alignment Operations and Supply Chain Alignment High Barriers to Entry Clear Synergies, Leverages CW’s Operational Excellence Aligns to Financial Targets
STRONG TRACK RECORD OF SUCCESSFUL M&A Acquisition Close January 2017 April 2018 March 2019 December 2019 March 2020 November 2020 Annual Sales Added1 $65M $95M $15M $48M $25M $120M Unique, High-Value IP Market, Customer, Product Alignment ● Operations and Supply Chain Alignment ● Clear Synergies, Leverages CW’s Op. Excellence ● High Barriers to Entry Tracking to Financial Targets ● Acquisition Impact / Market Capabilities Increased breadth of product portfolio (flight test instrumentation)Geographic expansionAbility to cross-sell Increased footprint (expanded nuclear naval shipset content)Aftermarket fleet servicesAbility to cross-sell Increased breadth of product portfolioExpanded COTS capabilities (tactical data link software) Increased breadth of naval product portfolio (ruggedized shipboard enclosure solutions) Increased footprintAbility to cross-sell (non-nuclear vessels) Increased breadth of industrial valve portfolio Enhanced our leadership positionAbility to cross-sell (nuclear market) Increased breadth of embedded computing portfolio; proprietary softwareAbility to cross-sell: CW (intra-platform) + PacStar (inter-platform) 20 STRATEGIC FILTERS DRG Business (SAS and Fleet) 1. As disclosed at time of acquisition = Met Expectations ● = Continued Opportunity
CONTINUING TO PROGRESS ON OUR 2021 GOALS Raised full-year guidance for Sales, Operating Income, Operating Margin and EPSExpect sales growth of 7 - 9%, with solid growth in both A&D and commercial end marketsSolid operating income growth of 9 - 11% outpacing sales growth, and driving continued margin expansion of 30 - 40 bps to 16.6 - 16.7%Adjusted diluted EPS increased by $0.10 to new range of $7.10 - $7.30, up 8 - 11% Maintained FCF guidance range of $330 - $360M; Adjusted FCF conversion >110%Remain on track to achieve 17% Operating Margin in 2022 Adjusted Net Sales increased 2% YOYAerospace & Defense markets up 8%Adjusted Operating Income rose 15%; Adjusted Operating Margin up 160bps to 15.0% Driven by strong defense market sales and benefits of cost containment and restructuring savings; continued strategic R&D investmentsAdjusted Diluted EPS of $1.51, up 18%Driven by double-digit increase in operating income and benefit of share repurchaseReported FCF of ($35M), up 83%; Adjusted FCF up 34%New orders of $571M, up 3%, led by a strong 1.2x book to bill in our commercial markets 21 STRONG Q1 RESULTS… …DROVE CONFIDENCE TO INCREASE FY’21 GUIDANCE
INTRODUCING NEW 3-YEAR FINANCIAL TARGETS (2021-2023) 22 5-10%Total Revenue CAGR(3-5% Organic) Operating Income Growth > Revenue Growth Top QuartileMargin Performance1 ≥ 10%Adj. EPS CAGR > 110%Free Cash FlowConversion 1. Any reference to top quartile performance is relative to Curtiss-Wright’s peer group as reported in our 2021 Proxy
Operational Transformation 23 Kevin RaymentChief Operating Officer
Driving continuous assessment across all elements of the new Operational Growth Platform Fostering a more focused, market-facing organization through commercial excellence Fueling the growth engine through a concerted focus on innovation, strategy and M&A Introducing new Operational Growth Platform; built upon strong track record of operational excellence KEY MESSAGES | OPERATIONAL TRANSFORMATION 24 1 2 3 4
2019-2020 Recession playbookStrategic capital investmentsIntroduced framework for growthLaunched innovation operating systemStrengthened IP ownershipRetooled workflows in response to COVID-19Continuous optimization of manufacturing and supply chain network 2013-2018 Clarity of purpose – operating marginAccountabilityOperational excellenceSupply chain initiativesPortfolio rationalizationConsolidation Shared servicesLow-cost economy deploymentSegment focusStrategic growth initiativesLean tool kits, Kaizen and 6S PROGRESS ON OUR OPERATIONAL TRANSFORMATION 25 2021-Future New Operational Growth Platform Codify innovation operating systemCorporate level innovation fundingGreater oversight of R&D investments Investment in automation and digitizationContinuous assessment – site awards Adding Growth KPIs
INTRODUCING OUR OPERATIONAL GROWTH PLATFORM (OGP) BUILDING UPON STRONG OPERATIONAL EXCELLENCE FOUNDATION 26 Innovation Strategy M&A Commercial Excellence Talent Top Quartile Organizational Optimization LEAN Customer Satisfaction Stakeholder Value Collaboration Continuous Assessment Innovation Core to our cultureInnovation councilSoftware-based toolStaff incentivizedCorporate funding M&A Maintaining disciplined approach Proven track record of due diligence and integrationExpanding our technologies Strategy Structured strategic planningExecutive oversightFueled by R&D funding Commercial Excellence Leverage One CW Customer satisfaction & retentionPricing strategyCommercial training
INNOVATION OPERATING SYSTEM 27 Innovation CouncilEnterprise-wide multi-disciplined teamsRecognition, engagement, training, communication and process Software Based Tool Available to 8,200 staffCampaigns and individual ideas Includes all aspects of CW business, not just technology Staff Are Incentivized Personal objectivesRewards system KPIs – Reviewed at CEO/COO level Funding Available To Support Ideas Corporate funding for breakthrough ideasGate process - speed to market Stage Gate 1Concept Acceptance Stage Gate 5Launch Acceptance Stage Gate 4Business Case Acceptance Stage Gate 2Value Proposition Acceptance Stage Gate 3Implementation Plan Acceptance Research Implementation Planning Business Case Development Innovation Development Launch Ideation
Structured Strategic PlanningAnnual activity – continuous assessmentWell-established process and deliverables Company-wide views on future growth opportunities Executive OversightExecution and deployment of strategic initiativesTracking FY21 +150 initiativesTargets included in annual compensation planImproved enterprise execution approach Fueled by R&D Funding Drive R&D to deliver on highest growth areasAllocation to core, adjacent and breakthrough technologiesEstablished KPIs for new product development STRATEGY DEVELOPMENT AND IMPLEMENTATION 28
APPROACH TO M&A / DUE DILIGENCE / INTEGRATION 29 What We Do Well Why We Will Continue To Be Successful Cultivate relationships with sellers The team has deep relationships from decades in our end markets Find adjacent businesses Open to acquiring adjacent businesses – e.g., two recent software companies Due diligence process Constantly refining internal processes with industry best practices to efficiently meet timetables Successfully complete proprietary transactions Four of the last six deals have been proprietary (non-auction); evidence of ability to develop relationships Integration Experienced team with a great deal of knowledge and “tool kits” to ensure successful integration
Presenting One CW to Our Customers Easier “to do business with” websiteEnsures customers understand the breadth of CW offeringSystem capabilities – multiple divisions Business development alignment Customer Satisfaction & Retention Voice of the customerOperational metrics Continuously evolving pricing strategy Analysis and review Multiple approaches – best fit to strategy Commercial training Contract negotiation – terms and conditionsFurther digitization of sales tools COMMERCIAL EXCELLENCE 30 Cost-Plus Pricing Premium Pricing Price Leadership Value-Based Pricing Market Penetration Pricing Contribution Margin Pricing Pricing Strategies
Innovation Strategy M&A Commercial Excellence Talent Top Quartile Organizational Optimization LEAN Customer Satisfaction Stakeholder Value Collaboration Continuous Assessment CONTINUOUS ASSESSMENT MINDSET WITH CLEAR TARGETS IN PLACE Continuous Assessment Linked to Each Aspect of Our OGPManaged by Operational Excellence team – cross functional/business Assessment accounts for diversity of markets and technologiesIndependent assessment teamExecutive oversight and approvals of awards Assessment categories Gold, Silver, Bronze, Operational and Concern Provide roadmap for improvement 31 Planned Implementation Pilot assessments by Q2’21Targeting baseline of 30 sites by Q4’21Initial awards by Q1’22
NEW GROWTH KPIs 32 INNOVATION PIPELINE (FY’21) DESIGN WINS LTV 400New Ideas 446Program Wins $2.5BValue of Wins KPIs TO DRIVE TOP QUARTILE PERFORMANCE Case Study: Leveraging Innovation across One CW Advanced Nuclear Pumping Technology – Taking It Subsea Innovation Design Wins >$350M Lifetime Value TARGETED DESIGN WINS (FY’21) LIFETIME VALUE (LTV)
KEY TAKEAWAYS 33 Introducing new Operational Growth Platform (OGP); built upon strong track record of operational excellence 1 Fueling the growth engine through a concerted focus on innovation, strategy and M&A 2 Fostering a more focused, market facing organization through commercial excellence 3 Driving continuous assessment across all elements of the new Operational Growth Platform 4
Naval & Power – Segment Overview 34 Greg HempflingSenior Vice President & General Manager, Naval & Power Segment
Uniquely positioned to benefit from new reactor development both Commercially and from the DoD/DOE U.S. adversaries are a pacing threat; strongly supports DoD shipbuilding activity Leveraging core technologies and capabilities into Power and Process Markets Leading provider of highly-engineered, critical solutions for the most challenging customer needs across Nuclear Defense and Commercial Nuclear Power since their inception KEY MESSAGES | NAVAL & POWER 35 1 2 3 4
NAVAL & POWER SNAPSHOT 36 Product Portfolio Power & Propulsion Pumps & Valves Aircraft / Undersea Sensor Handling Critical Nuclear Reactor Equipment Shipboard GeneratorsSteam TurbinesSecondary Propulsion Systems Main Coolant PumpsNaval Propulsion Plant PumpsSubsea Pumping Systems Helicopter Securing & Traversing SystemsHorizon Reference Systems & Pilot CuesTowed Array and Variable Depth Sonar Handling SystemsTowed Bodies & Sonar Domes 2021E Sales ~$970M Power & Process Naval Defense Key Market Drivers DoD Budget / Naval ShipbuildingIncreasing Naval Operational Tempo Driving Aftermarket Service Needs WorldwideGlobal Tensions Driving Naval Expansion & Modernization Throughout Allied & Friendly Countries Providing International Growth Opportunities Plant Life Extensions in Nuclear Operating Reactors worldwideNew Nuclear Plant Construction including SMRs and Advanced Reactors CapEx Spending in Process Markets Reactor Coolant PumpsValves & ActuatorsPlant Process ComputersCondition MonitoringI&C SystemsHVAC EquipmentElectrical ComponentsSpent Fuel AbsorbersControl Rod Drive Mechanisms (CRDM)
CORE CAPABILITIES AND SUSTAINABLE COMPETITIVE ADVANTAGES 37 Single-Source / Unique Provider to the U.S. Navy Integrated Design, Analysis, Manufacture & Test Capabilities Robust Quality Systems Recognized by Industry Broad & Diversified Portfolio to Support Critical Safety Requirements Unique Acoustic, Pressure and Flow Design & Test Capabilities Critical Supplier to the World’s Safest Nuclear Reactor Integrated into the Industry Regulatory and Oversight Bodies Established, Highly Reliable Technologies Enable Breakthrough into New Markets
WELL-POSITIONED TO CAPTURE COMPELLING INDUSTRY TRENDS Continuing build-out and overhaul of U.S. aircraft carrier fleetOur Nation’s top-priority in naval defense – Columbia-class submarinePositioned for growth on other U.S. and allied navy programsIncreasing global focus to reduce carbon emissions driving renewed interest in nuclear powerGen III+ new build commercial power generation market will drive growth in the medium to long-termSupporting the global growth in Gen IV projects (Small Modular Reactors and Advanced Reactors)Leveraging existing CW technologies to support the pursuit of subsea oil and gas reserves 38 MAINTAINING KEY CORE POSITIONS; LEVERAGING TECHNOLOGIES TO EXPAND INTO ADJACENT MARKETS
CLEAR STRATEGY FOR LONG-TERM PROFITABLE GROWTH 39 Drive Growth Through Operational Excellence Maintain Top Quartile Performance Accelerate Organic Growth Through Innovation and Collaboration Deliver Value Through M&ADriving Confidence in Pivot to Growth Strategy
STRONG AND EXPANDING NUCLEAR NAVAL PRESENCE 40 Columbia-class Submarine Virginia-class Submarine Ford-class Aircraft Carrier TRACK RECORD OF CONSISTENTLY GROWING OUR SHIPSET CONTENT ACROSS CLASSES Current Shipset Content $400M $115M $75M Increased Shipset Content since 2016 33% 28% 25% Run-Rate Production CVN 80 & 81 Block Buy 1 per year FY26-FY35 2+ per year Revenue Recognition Timeline 7-years 3-years 2-years 30-Year Unit Build Total Projection 8 (Includes CVN 80 & 81) 12 (Includes FY21 Lead Ship) 60 (Includes Follow-On)
New Product Development Value to Customer Content per Plant Small Modular Reactors (SMRs) and Advanced Reactors (AR)Emergency Core Cooling, Containment Isolation, Reactivity Control & Shutdown, Reactor Protection Systems Provide existing and First of a Kind technology enabling development of new Small LWR and Gen IV reactors ~$20-80M MicroreactorsGeneration IV High-Temp, Gas-Cooled Microreactor, CRDM and Control Rod Provide existing and First of a Kind technology enabling development of new micro and mobile reactors (1 to 20 Mwe) ~$10-20M Cryogenic Safety Relief ValvesExpanded Direct Spring and Pilot Operated product offering Greater range of design options, better operating efficiencies and safety ~$5M per LNG1 terminal(per 2 “trains”)~$0.5M per ASU2 ACCELERATE ORGANIC GROWTH THROUGH INNOVATION AND COLLABORATION LEVERAGE TECHNOLOGIES TO ADAPT WITHIN CURRENT MARKETS 41 Leverage Existing Advanced Technologies to Penetrate New Markets Cross Segment Manufacturing Synergies Emergency Core Cooling System Design Team Partner 1. Liquefied Natural Gas 2. Air Separation Unit Product and Technology Synergies Highlighting Collaboration and Cross-Market Application Collaborate Across Business Units to Offer Complete CW Packages to Market
DRIVING GROWTH THROUGH OPERATIONAL EXCELLENCE | KEY EXAMPLES 42 Innovation Strategy M&A Commercial Excellence Talent Top Quartile Organizational Optimization LEAN Customer Satisfaction Stakeholder Value Collaboration Continuous Assessment Enhancing Operational Excellence Product and customer synergies across both Power and Process MarketsShare wealth of knowledge & innovation across BUs and segmentsDRG Business (SAS and Fleet) – jointly expanding naval product offering into aftermarketReduce Cycle Time and Waste – digital transformation of weld record during the last two years with zero validation failures State-of-the-Art Facilities and Footprint Rationalization for the Future Augment with new and improved capabilities; reduce cycle times/costsDigital transformation on plant floorNew naval pump facility in PATransitioned DRG naval business into new SC facilityConsolidation of 5 nuclear aftermarket facilities into 2 Service Centers MRO revenues – Expanding top line growth by introducing CW products and IP to Fleet Service Centers
DELIVERING VALUE THROUGH M&A Added CapabilitiesIncreased turbo-machinery content on most important platforms – Carriers & SubsProvided Naval aftermarket field service capability not previously present within CWIntegration UpdateNew manufacturing facility designed, erected, outfitted and commissionedCustomer qualifications completed supporting product manufacturingDual carrier (CVN 80 & 81) contract awardedFleet Solutions fully representing CW naval market businesses to port engineers and repair maintenance shipyardsCapitalizing on CW’s existing OEM product portfolio to expand support opportunities 43 EXPANDS CUSTOMER INTIMACY, SUPPORT AND PRODUCT IP PORTFOLIO ON KEY U.S. NAVY PLATFORMS DRG Business (SAS and Fleet) Added CapabilitiesCritical, severe service valves - right in our strike zone“Can-do”, customer application intimate, service excellence (differentiators)Provides the majority of control valve applications with designs ranging from compact low profile to heavy duty severe serviceHigh-use, high-wear, fast replacement cycleIntegration UpdatePost acquisition integration on trackSales, HSE, Supply Chain, Finance and HRPlanned certifications / qualifications (e.g., ISO, PED)Products sold as a package with CW pressure relief valvesOpens new customer base leveraging our commercial nuclear footprint
SAS FACILITY: NAVAL DEFENSE PROPULSION 44
KEY TAKEAWAYS 45 Leading provider of highly-engineered, critical solutions for the most challenging customer needs across Nuclear Defense and Commercial Nuclear Power since their inception 1 Leveraging core technologies and capabilities into Power and Process Markets 2 U.S. adversaries are a pacing threat; strongly supports DoD shipbuilding activity 3 Uniquely positioned to benefit from new reactor development both Commercially and from the DoD/DOE 4
Aerospace & Industrial – Segment Overview 46 Kevin Rayment Chief Operating Officer
Driving strategic investments with proven ability to manage through Aerospace and Industrial cycles Providing market-specific, highly engineered solutions and services promoting efficiency, safety, reduced emissions and longevity Leading in electronification (HMI1) and electrification (high power electronics) across air, land and sea platforms Supplying critical industrial and commercial aerospace technologies that span into defense markets KEY MESSAGES | AEROSPACE & INDUSTRIAL 47 1 2 3 4 1. Human Machine Interface
AEROSPACE & INDUSTRIAL SNAPSHOT Key Market Drivers Global Medium & Heavy-Duty Truck and Bus Production RatesGlobal Construction, Agriculture & Material Handling Equipment Production RatesGlobal GDP & Industrial Production Rates Commercial Aerospace OEM Production Rates DoD Budget (Aircraft) 48 Linear ActuatorsRotary ActuatorsLinear and Rotary Position SensorsSolenoids & Valves – Air Fuel and Fluids Traction Inverters (Electric and Hybrid) Charge Switching Units Electronic ThrottlesElectronic Shifters Laser PeeningShot PeeningThermal Spray CoatingsParylene CoatingsAnalytical Services Position Sensors Joysticks and Arm Rest controllersElectronic Throttles Electronic ShiftersHand Controls Control Systems Product Portfolio High Performance Electro-mechanical Actuation, Position Sensors and Solenoids On Highway – Vehicle Power Electronics and Control Systems Off Highway – Vehicle Electronic Control Systems Peening, Engineered Coatings and Analytical Services 2021E Sales Aerospace Defense Commercial Aero General Industrial ~$753M
CORE CAPABILITIES AND SUSTAINABLE COMPETITIVE ADVANTAGES 49 World-Class Range of Power Electronics; Multiple Vehicle Types Across Diverse Markets High-Power and Precision Electro-Mechanical Actuation Reliable High-Temperature Precision Sensors and Solenoids Technology with Broad Applicability Across Commercial and Defense Markets Broad Product Portfolio; Presence on Every Major Commercial Aircraft Program Proprietary Surface Technologies & Solutions with Extensive Global Network Historic Relationships and Longevity of Supply for both Aerospace and Industrial Platforms Proven, Robust Innovation Experience
WELL-POSITIONED TO CAPTURE COMPELLING INDUSTRY TRENDS 50 Products and technology to take advantage of electronification of vehicle platformsQualified products to take advantage of emerging powertrain electrification in medium and heavy-duty vehiclesElectrification of aircraft in terms of power, actuation and internal control systemsDemand for engine efficiency drives requirements for coatings, sensors and solenoids (increased temperature and improved accuracy)Rebound and growth in industrial automation, robotics and commercial aerospace“Smart” control, sensing and connectivity – driving common technology opportunities across product range
CLEAR STRATEGY FOR LONG-TERM PROFITABLE GROWTH 51 Drive Growth Through Operational Excellence Maintain Top Quartile Performance Accelerate Organic Growth Through Innovation and Collaboration Deliver Value Through M&ADriving Confidence in Pivot to Growth Strategy
ACCELERATE ORGANIC GROWTH THROUGH INNOVATION AND COLLABORATION TECHNOLOGY TO MEET THE DRIVE TO ELECTRONIFICATION AND ELECTRIFICATION New Product Development Value to Customer Lifetime Value (LTV) HMI Electronification Improved performance safety and efficiency $300M+ High Temp Position Sensors & SolenoidsSolid State Position Sensors High temperature performance, improved reliability, lower size and weight $300M+ Next-generation actuator and electronic controls Digital control Superior reliability $250M+ WTI – World Traction Inverter Scalable to vehicle requirementsAdaptive tuning, system optimization $200M+ Product and Technology Synergies Highlighting Collaboration and Cross-Market Application 52 Aircraft Solenoid Technology Sold to Nuclear Power Customers Industrial Proximity Sensing Technology Designed for Aerospace Applications Industrial and Defense Collaboration on Military Ground Vehicle Electrification Cross Segment Expertise in Actuation Control and Avionics
LEAN – Investing in Capital Equipment for Factory Modernization Robotics/test automation - reduced cost, increased flexibility, increased capacity Invested in semi-automatic assembly and test equipment for new HMI product lineDigital transformation – adoption of the Power Business Intelligence platformContinuing to expand Indian engineering team capacity and capabilitiesLeveraging supply chain talent in India and China – creating competitive edge in new program wins Focus on Low-Cost Economies (LCEs) to drive cost savings and margin improvement DRIVING GROWTH THROUGH OPERATIONAL EXCELLENCE | KEY EXAMPLES 53 Innovation Strategy M&A Commercial Excellence Talent Top Quartile Organizational Optimization LEAN Customer Satisfaction Stakeholder Value Collaboration Continuous Assessment Commercial Excellence – Strategic Pricing Turn-time based pricing tiersTier 1 Customer partnering for strategic wins with strong aftermarketQualify products (PMA1) for direct sales to aftermarket Organizational Optimization – Positioning For Recovery Right-sized operations poised to benefit from improving end markets Reset aerospace infrastructure costs during the downturn for margin expansion during recoveryGeographic alignment for customer support and development – fueling growth opportunities 1. Parts Manufacturer Approval
CHRISTCHURCH UK FACILITY MODERNIZATION 54
DELIVERING VALUE THROUGH M&A 55 Historical Acquisitions Penny & Giles – HMI (Joysticks, Controllers and Sensors)Williams Controls – HMI (Electronic Throttle Controls)PG Drives – HMI (Advanced Motor Controllers) Arens Controls – (Traction Inverters, Shifters & Power Electronics) Created Cornerstone Industrial Business Expand breadth and depth of technology portfolioLeverage mega trends in connectivity, IoT, sensorization, electrification and electronification of vehicles Strategic Future Acquisitions Highly successful integrations – 2021E growth rate ~10%Developed and expanded low-cost manufacturing facilitiesWorldwide engineering design centers (software + hardware)Center for our electronification and electrification strategy
KEY TAKEAWAYS 56 Supplying critical industrial and commercial aerospace technologies that span into defense markets 1 Leading in electronification (HMI) and electrification (high power electronics) across air, land and sea platforms 2 Providing market-specific, highly engineered solutions and services promoting efficiency, safety, reduced emissions and longevity 3 Driving strategic investments with proven ability to manage through Aerospace and Industrial cycles 4
Break 57
Defense Electronics – Segment Overview 58 Chris Wiltsey Senior Vice President & General Manager, Defense Electronics Segment
Consistently executing on our strategy to grow both organically and inorganically; ability to win in any budget environment Continued strong R&D investment aligned with Defense technology priorities Well-established systems solution provider across multiple markets Long history of creating/leading industry standards; deep understanding of future DoD technology needs and poised to benefit from growth in Modular Open Systems Approaches (MOSA) KEY MESSAGES | DEFENSE ELECTRONICS 59 1 2 3 4
DEFENSE ELECTRONICS SNAPSHOT 60 TRUSTED. PROVEN. LEADER. Product Portfolio COTS Embedded Computing Turnkey and Application Ready Solutions and Software Tactical Battlefield Communications Instrumentation and Control Embedded Computing Modules & SystemsNetworking Modules & SystemsGraphics, Video and I/O ModulesSupport Software Data Recorders & StorageVideo & Display SolutionsMotion ControlHigh Performance Computing Software Test InstrumentationCondition MonitoringFlight RecordersAir Data ComputersNavy Nuclear Instrumentation & Control Data Links & Visualization SoftwareTactical Communications EquipmentNetwork & Cyber Security Management Software 2021E Sales Commercial Aerospace Aerospace Defense Naval Defense Ground Defense ~$754M Key Market Drivers Defense spending (Procurement and RDT&E)Geopolitical instability and global security threatsCombat systems modernization Battlefield technology exploitation Naval shipbuilding plan Commercial Aerospace production rates
CORE CAPABILITIES AND SUSTAINABLE COMPETITIVE ADVANTAGES 61 Broad Customer Baseand Systems Architecture Knowledge; 2,200+ Customersand 3,000+ Programs Wide and Deep Range of Products; 500+ New Product Releases Over the Past 10 Years Critical IP and Deep Engineering Expertise (600+ Hardware, Software, Systems, Security Engineers) Platform Agnostic Approach across Entire Application Spectrum Long History of Innovation; Setting Industry Standards Ability to Acquire, Integrate and Extend Product Portfolio Solutions; Added 20+ Product Lines in Last 5 Years High Performance Electronics for Harshest Environments Longevity of Supply; 20+ Years Product Life Extensions
WELL-POSITIONED TO CAPTURE COMPELLING INDUSTRY TRENDS Aligning investments with top DoD growth prioritiesLeading industry standards and solutions for Modular Open Systems Approaches (MOSA), Cyber, SecurityHypersonics, Unmanned / Autonomous / Intelligent SystemsEmerging threats, e.g., Operating in GPS Denied EnvironmentsLeading provider of Advanced Defense Electronics and Net-centric Connected Battlefield Solutions; expect DoD to continue to invest in Battlefield Overmatch and soldier survivability; $5B+ identified opportunities over past five yearsStrong alignment to Naval Shipbuilding plan as well as new investments in Surface Combatants and Unmanned SystemsConstrained DoD budget drives extension of existing platforms through technology insertionDe-risk and accelerate the acquisition process through outsourcing more complete solutions 62 PROVEN ABILITY TO DRIVE GROWTH ACROSS OUR MARKETS AND OUTPACE DOD BUDGET / GLOBAL DEFENSE SPENDING
CLEAR STRATEGY FOR LONG-TERM PROFITABLE GROWTH 63 Drive Growth Through Operational Excellence Maintain Top Quartile Performance Accelerate Organic Growth Through Innovation and Collaboration Deliver Value Through M&ADriving Confidence in Pivot to Growth Strategy
ACCELERATE ORGANIC GROWTH THROUGH INNOVATION AND COLLABORATION DEFENSE ELECTRONICS WORLDWIDE TOTAL AVAILABLE MARKET ~$50B ANNUALLY New Product Development Value to Customer Lifetime Value (LTV) MOSA Focused Solutions Provides Open System solutions for platform development and upgrades $1B+ Secure Wireless Command Post Enables mobile devices in expeditionary and tactical environments $350M+ Assured - Positioning Navigation and Timing (A-PNT) Supports continued operation in a GPS denied environment $100M+ Operationally Deployable Instrumentation Extends instrumentation equipment beyond test applications $100M+ 64 CW Smart Platform Predictive Maintenance across Multiple Markets Digital Actuation Leveraging Defense Electronics Ground Defense Electrification Cyber Security Solutions across Multiple Product Lines Product and Technology Synergies Highlighting Collaboration and Cross-Market Application
DRIVING GROWTH THROUGH OPERATIONAL EXCELLENCE | KEY EXAMPLES Innovation Strategy M&A Commercial Excellence Talent Top Quartile Organizational Optimization LEAN Customer Satisfaction Stakeholder Value Collaboration Continuous Assessment Commercial Excellence Commerciality of products driving more robust pricingTailored pricing and contracting strategies Sales and BD Collaboration Enhancing Operational Excellence across Business Units Defense and Commercial / CivilForeign and domesticNuclear and Non-Nuclear Navy (901D) Coordinated / Shared IP Development across Entire Catalog Managing significant R&D Budget with 70+ project proposals during last yearLeverage / guide common investments via CTO Council; 12+ projects underwayDriving technology differentiation and time to market Operational Prowess / Capacity to Support Further Acquisitions and Manufacturing Insourcing Cross-functional M&A integration team with proven integration “muscle”; Completed 4 acquisitions since 2017Consolidation of North American operationsIncreasing centralization of supply chain management including corporate-wide leadership for electronic components sourcing and pricing 65
DELIVERING VALUE THROUGH M&A 66 LEVERAGE CUSTOMER INTIMACY, COTS VALUE PROPOSITION & CUTTING-EDGE CAPABILITIES Added CapabilitiesIncreased breadth of embedded computing portfolio; proprietary softwareAbility to cross-sell: CW (intra-platform) + PacStar (inter-platform)Integration UpdateIntegration on track with management and compliance established across all functionsSales & Marketing integration opening cross-selling opportunitiesProduct synergies identified beyond initial plan (e.g., MOSA network solutions) Added CapabilitiesIncreased breadth of naval product portfolio (ruggedized shipboard enclosure solutions); ability to cross-sell (non-nuclear vessels)Integration UpdateFully integrated into CW Defense Electronics segmentLeveraging Corporate-wide Sales and Marketing resourcesExpanding access to new customers and platforms
PACSTAR BATTLEFIELD COMMUNICATIONS 67
KEY TAKEAWAYS 68 Long history of creating/leading industry standards; deep understanding of future DoD technology needs and poised to benefit from growth in Modular Open Systems Approaches (MOSA) 1 Well-established systems solution provider across multiple markets 2 Continued strong R&D investment aligned with Defense technology priorities 3 Consistently executing on our strategy to grow both organically and inorganically; ability to win in any budget environment 4
Financial Overview 69 Chris FarkasChief Financial Officer
Maintain disciplined and strategic capital allocation with M&A as an accelerator to drive profitable growth Continue to generate robust Free Cash Flow to fuel top and bottom-line growth Reinvest into the business to drive innovation and deliver accelerated top-line growth with continued Top Quartile performance; maintaining stringent financial criteria Leverage strong foundation and seize opportunities to further enhance operational and financial excellence KEY MESSAGES | FINANCIAL OVERVIEW 1 2 3 4 70
KEY OBSERVATIONS AS NEW CFO BUILDING ON A STRONG FOUNDATION 71 STRONG FOUNDATION WITH CLEAR OPPORTUNITIES TO ENHANCE SHAREHOLDER VALUE WHAT IS CHANGING? Three well-positioned segments, each with clear peer comps Strength in the combined portfolioAbility to capture or insulate against key industry trendsDefense stability and strong cash flowCommercial agility Shared services binds the portfolio, yielding management control and efficiencyFinance and operations are business partnersProven track record of achieving exceptional resultsFlexible balance sheet with ample liquidity Higher focus on company-wide investment priorities; maintaining stringent financial criteria to enable organic and inorganic growthOpportunities for systemic improvements across the organization to enhance growth, efficiency, and FCF generationCommercial excellenceEnterprise performance managementSustaining Top Quartile performance while ensuring strong growth in operating income
STRONG TRACK RECORD OF OPERATIONAL EXECUTION 220 Basis Points of Margin Expansion and Strong Free Cash Flow driven by Operational ExcellenceRecession Playbook, Organizational Agility and Swift Action Insulated CW from the Pandemic in 2020>10% EPS CAGR - 7% Reduction in Avg Diluted SharesRecord 2020 Adj FCF - 8th year in a row of >100% FCF Conversion145% Avg Free Cash Flow ConversionTop Quartile of Russell 1000 72 Note: Black bar represents businesses exited in the fourth quarter of 2020 +3% CAGR +13% CAGR +220 bps Adj. FCF ($M) & Conversion (%) Adj. Diluted EPS Adj. Operating Margin Adj. Net Sales ($M) HIGHLIGHTS
$1.1B $0.8B $0.5B Acquisitions Returns to Shareholders Operational Investments • 6 Deals • 5 A&D • 1 Commercial • $620M+ buybacks • $130M+ dividends • CapEx • Pension funding • Debt repayment CAPITAL ALLOCATION FRAMEWORK 73 STRONG FREE CASH FLOW WILL SUPPORT DISCIPLINED CAPITAL ALLOCATION STRATEGY Use of Cash Since 2016 $2.4B Acquisitions Returns to Shareholders Operational Investments M&A remains the top prioritySeeking operational investments with the highest returnsMaintain consistent return to shareholders Future Priorities
CONTINUE TO MAINTAIN STRONG, FLEXIBLE BALANCE SHEET WITH AMPLE LIQUIDITY MAINTAIN FLEXIBLE AND CONSERVATIVE CAPITAL STRUCTURE Cash Balance: $147MTotal Debt: $1.05B$1.05B private placementRevolver: $500M (undrawn)Plus $200M accordion feature Maturing in 2023Borrowing Capacity of $1.6B before reaching debt covenants Adjusted Net Debt / Net Cap: 33% Manage to internal 45% net debt / cap limitationNear-term maturities remain well-funded$100M in notes maturing December 2021 Adjusted Debt / EBITDA: 2.5x (targeted range 2.0x - 3.0x)Adjusted Net Debt / EBITDA: 2.1xInterest Coverage: 11.9xInvestment grade rated; Maintain significant financial flexibility for acquisitions and other corporate needs 74 1 As of March 31, 2021 LEVERAGE RATIOS1 CASH AND DEBT LEVELS1 Adjusted Net Debt / EBITDA
STRATEGIC AND FOCUSED APPROACH TO M&A 75 STRONG FREE CASH FLOW SUPPORTS DISCIPLINED CAPITAL ALLOCATION STRATEGY Financial Filters Long-term Sustainable Organic Growth Operating Income Growth > Revenue Growth Supports Corporate-wide Top Quartile Financial Performance Adjusted EPS1 Accretive in Year 1 FCF Conversion > 100% (Average) Strategic Filters ROIC > Cost of Capital by Year 3 Unique, High-Value IP Market, Customer, Product Alignment Operations and Supply Chain Alignment High Barriers to Entry Clear Synergies, Leverages CW’s Operational Excellence Aligns to Financial Targets 1 Excludes first year purchase accounting costs
NEW OPERATIONAL GROWTH PLATFORM ACCELERATES PIVOT TO GROWTH 76 BUILDING ON A STRONG FOUNDATION OF OPERATIONAL EXCELLENCE Top Quartile Continued focus on value streams will drive systemic improvements: Procure to PayQuote to CashRecord to ReportHire to RetireSubstantial contribution to CW operating margin expansion Organizational Optimization Building upon Shared Services: Accounting, ITSS, HR, Procurement, Compliance M&A Open the Aperture to Fuel Acquisitions, while maintaining Investment Grade Ratings Commercial Excellence Contract Excellence will Drive Improvements in Working Capital and efficiency in financing Innovation Strategy M&A Commercial Excellence Talent Top Quartile Organizational Optimization LEAN Customer Satisfaction Stakeholder Value Collaboration Continuous Assessment Strategy Enterprise Performance Management System ImplementationEnhance Tracking of Growth KPIs
Revenue Growth Adj. Operating Margin Adj. Diluted EPS Robust FCF Generation 7-9% 16.6-16.7% $7.10-7.30 $330-360M 2021 FINANCIAL OUTLOOK 77 REMAIN ON TRACK TO ACHIEVE 17.0% MARGIN IN 2022 Solid growth in Operating Income, up 9-11%Operating Margin Expansion of 30-40 bpsDespite increased R&D investments ($10M) Organic growth 2-4%A&D Markets up 7-9%, including PacStarCommercial Markets up 6-8% Remain above long-term FCF conversion target (113-120%)Targeting 9th consecutive year >100% conversionReturn to normal discretionary spending (Capital Expenditures ~2% of Sales) Reflects 8-11% growthMinimum $50M in share repurchasesDespite increased R&D investments ($0.18) Key Highlights
INTRODUCING NEW 3-YEAR REVENUE ASSUMPTIONS (2021-2023) 78 FY20 Adjusted Debt / EBITDA: 2.5xAdjusted Debt / EBITDA: Up to 3.0x (maintain investment grade)Acquisition capital to be deployed: $1.2BAcquisition spending pace: ~$400M/yrAvg. Purchase Price: 12x EBITDA Note: LSD, MSD and HSD represent low-single digit, mid-single digit and high-single digit, respectively; PacStar acquired October 2020 ACQUISITION ASSUMPTIONS: Organic ASSUMPTIONS: End Markets 3-5% ORGANIC REVENUE CAGR Naval Defense LSD (Beyond 2021) Aerospace Defense LSD Ground Defense LSD + PacStar (HSD) Commercial Aerospace MSD (Expect full recovery by 2024) Nuclear LSD (Excluding new AP1000 order) Process MSD-HSD (Expect full recovery by 2023) Industrial Vehicles HSD (Expect full recovery by 2022) Industrial Automation and Services MSD Revenue growth accelerated by potential acquisitions $2.3B >$3.0B POTENTIAL CAGR 10% BASE GROWTH CAGR 5% ■ Organic Growth ■ PacStar ■ New Acq. 1 Yr. Impact ■ Cumulative Acq.
INTRODUCING NEW 3-YEAR FINANCIAL TARGETS (2021-2023) 79 5-10%Total Revenue CAGR(3-5% Organic) Operating Income Growth > Revenue Growth Top QuartileMargin Performance1 ≥ 10%Adj. EPS CAGR > 110%Free Cash FlowConversion 1. Any reference to top quartile performance is relative to Curtiss-Wright’s peer group as reported in our 2021 Proxy
KEY TAKEAWAYS | FINANCIAL OVERVIEW 80 Leverage strong foundation and seize opportunities to further enhance operational and financial excellence 1 Reinvest into the business to drive innovation and deliver accelerated top-line growth with continued top quartile performance; maintaining stringent financial criteria 2 Continue to generate robust Free Cash Flow to fuel top and bottom-line growth 3 Maintain disciplined and strategic capital allocation with M&A as an accelerator to drive profitable growth 4
Closing Remarks 81 Lynn Bamford President & Chief Executive Officer
CLOSING REMARKS 82 Pivot to growth, both organic and inorganic; reinvesting back into the business to fuel the innovation engine; disciplined and strategic approach to M&A while maintaining top quartile performance 1 Deepen and expand customer relationships through world-class execution by supplying innovative, mission-critical technologies and driving One Curtiss-Wright to the customer 2 Advance the One Curtiss-Wright Vision through the uniform deployment of the new Operational Growth Platform (OGP) 3 Simplify the business model for improved transparency, communication, and portfolio synergies to further unlock stakeholder value 4
Q&A 83
Appendix 84
NON-GAAP FINANCIAL RESULTS The Corporation reports its financial performance in accordance with accounting principles generally accepted in the United States of America ("GAAP"). This presentation refers to "Adjusted" amounts, which are non-GAAP financial measures described below.We utilize a number of different financial measures in analyzing and assessing the overall performance of our business, and in making operating decisions, forecasting, and planning for future periods. We consider the use of the non-GAAP measures to be helpful in assessing the performance of the ongoing operation of our business. We believe that disclosing non-GAAP financial measures provides useful supplemental data that, while not a substitute for financial measures prepared in accordance with GAAP, allows for greater transparency in the review of our financial and operational performance. The following definitions are provided:Adjusted Sales, Operating Margin, and Diluted EPSThe adjusted financials on the previous slide are defined as Reported Sales, Operating Margin, and Diluted Earnings per Share (EPS) under GAAP, excluding: (i) the impact of first year purchase accounting costs associated with acquisitions, specifically one-time inventory step-up, backlog amortization, transaction costs, and deferred revenue fair value adjustments; (ii) one-time transition and IT security costs associated with the relocation of the Dresser Rand Government Business (DRG) ; (iii) the non-cash impairment of capitalized development costs related to a commercial aerospace program; (iv) restructuring expenses associated with the Corporation’s FY20 restructuring plan; and (v) an impairment of a German valves business classified as held for sale.Adjusted Free Cash Flow The Corporation discloses free cash flow because it measures cash flow available for investing and financing activities. Free cash flow represents cash available to repay outstanding debt, invest in the business, acquire businesses, return capital to shareholders, and make other strategic investments. Free cash flow is defined as cash flow provided by operating activities less capital expenditures. Adjusted free cash flow excludes: (i) voluntary contributions to the Company’s corporate defined benefit pension plan in 2018 and 2020; (ii) the cash impact from restructuring in 2020; and (iii) a capital investment in the new, state-of-the-art naval facility for DRG.EBITDAThe Corporation discloses EBITDA because it is useful in evaluating the Company’s operating performance. EBITDA is defined as net earnings before interest, income taxes, depreciation, and amortization.Leverage RatiosAdjusted Debt defined as total debt less unamortized swap proceeds and debt issuance costs. Adjusted Debt / EBITDA defined as Adjusted Debt divided by LTM EBITDA. Adjusted Net Debt defined as Adjusted Debt less Cash and cash equivalents. Adjusted Net Debt / EBITDA defined as Adjusted Net Debt divided by LTM EBITDA. Adjusted Net Debt / Net Capitalization defined as Adjusted Net Debt divided by Adjusted Net Debt plus Total Stockholders’ Equity. Interest Coverage defined as LTM EBITDA divided by LTM Interest Expense. 85
NON-GAAP RECONCILIATIONS 86 ADJUSTED SALES ADJUSTED DILUTED EARNINGS PER SHARE Adjusted operating margin Adjusted free cash flow
NON-GAAP RECONCILIATION – 2020 vs 2021 (ADJUSTED)
NON-GAAP RECONCILIATIONS – Q1 2021 RESULTS (In millions, except EPS) Q1-2021 Q1-2020 Change Net sales $ 597.1 $ 601.2 (1%) Adjustments (1) (7.1) (25.6) Adjusted net sales $ 590.0 $ 575.7 2% Reported operating income (GAAP) $ 85.1 $ 72.4 17% Adjustments (1) 3.7 4.5 Adjusted operating income (Non-GAAP) $ 88.8 $ 76.9 15% Adjusted operating margin (Non-GAAP) 15.0% 13.4% 160 bps Reported net earnings (GAAP) $ 59.5 $ 51.8 15% Adjustments, net of tax (1) 2.8 3.3 Adjusted net earnings (Non-GAAP) $ 62.3 $ 55.1 13% Reported diluted EPS (GAAP) $ 1.45 $ 1.21 20% Adjustments, net of tax (1) 0.07 0.08 Adjusted diluted EPS (Non-GAAP) $ 1.51 $ 1.29 18% Amounts may not add due to rounding.(1) First quarter 2021 Adjusted results exclude our build-to-print actuation product line supporting the Boeing 737 MAX program which we exited and our German valves business which was classified as held for sale, both in the fourth quarter of 2020 impacting both periods; one-time inventory step-up, backlog amortization and transaction costs for acquisitions in both periods; and one-time transition and IT security costs associated with the relocation of our DRG business and restructuring costs in the prior year period.
ACRONYMS AND DEFINITIONS A-PNT – Assured-Positioning, Navigation and TimingAR – Advanced ReactorsARDP – Advanced Reactor Design ProgramASU – Air Separation UnitBUs – Business UnitsCOTS – Commercial off-the-shelfCRDM – Control Rod Drive MechanismsCSfC – Commercial Solutions for ClassifiedDoD – Department of DefenseDOE – Department of EnergyEHS – Environmental, Health and SafetyHMI – Human Machine InterfaceHSE – Health, Safety and EnvironmentI&C Systems – Instrumental & ControlI/O Modules – Input / Output ModulesIoT – Internet of ThingsIP – Intellectual Property 89 ISO – International Organization for StandardizationITSS – Information Technology Shared ServicesKPIs – Key Performance IndicatorsLCEs – Low-Cost Economies LNG – Liquefied Natural GasLWR – Light Water ReactorMOSA – Modular Open Systems Approach MRO – Maintenance, Repair and OverhaulOEM – Original Equipment ManufacturerOGP – Operational Growth PlatformOTAs – Other Transaction AuthoritiesPED – Pressure Equipment DirectivePMA – Parts Manufacturer ApprovalRDT&E – Research Development Test & Evaluation SAS – Steam and Air SolutionsSMRs – Small Modular Reactors 6S – Sort, Set, Shine, Standardize, Sustain, Safety
Speaker Biographies 90
Lynn M. Bamford Lynn M. Bamford assumed the role of President and Chief Executive Officer of Curtiss-Wright Corporation on January 1, 2021 and was named a member of the Board. Previously, she served as President of the Defense and Power Segments since January 2020, where she maintained overall responsibility for the segments' strategic goals, technology development, global operations and financial performance. She was previously Senior Vice President and General Manager of the Defense Solutions division from 2013 through 2019. During her tenure at Curtiss-Wright, she successfully led the Company through nine acquisitions to enhance the global product portfolio.Ms. Bamford joined Curtiss-Wright in 2004 with its acquisition of Dy4, a leading provider of Commercial Off-The-Shelf (COTS) embedded computing solutions, where she held several engineering and leadership positions. Shortly after the acquisition, she assumed the position of Vice President, Product Development and Marketing for Curtiss-Wright’s former Controls segment and ascended to Vice President and General Manager of the Company’s Embedded Computing business, before being named to lead the Defense Solutions division in 2013. She has more than 30 years of operational experience across the defense, aerospace and commercial industries.Ms. Bamford holds a Bachelor of Science Degree in Electrical Engineering from Penn State University and a Master of Science Degree in Electrical Engineering from George Mason University. 91 Lynn M. BamfordPresident & CEO2004
Kevin Rayment Kevin M. Rayment was named Vice President and Chief Operating Officer of Curtiss-Wright Corporation in 2021.Prior to assuming his current responsibilities, he was named President of the Commercial / Industrial Segment in January 2020. Mr. Rayment has more than 30 years of experience across the commercial, general industrial, aerospace, nuclear and defense industries. He joined Curtiss-Wright’s UK-based Penny & Giles business in 2004, which Curtiss-Wright had acquired in 2002, and initially held the position of Technical and Sales Director, before becoming Managing Director, Integrating Sensing, within the Company’s former Controls segment. He later ascended to Vice President and General Manager of the Company’s Avionics & Industrial business before he was named to lead the Industrial division in 2013. In this position, he had overall responsibility for the division’s strategic goals, new product development, global operations and financial performance, and enhanced the global product portfolio with the integration of 6 acquisitions. Previously, he held engineering, marketing and sales positions with various aerospace and industrial companies. Mr. Rayment holds a BEng (Hons) Electrical & Electronics Engineering Degree from Portsmouth University and a Master of Business Administration Degree from Bournemouth University. 92 Kevin RaymentChief Operating Officer2004
K. Christopher Farkas K. Christopher (Chris) Farkas was named Vice President and Chief Financial Officer of Curtiss-Wright Corporation in 2020.Prior to assuming his current responsibilities, he was named Vice President of Finance of Curtiss-Wright Corporation in December 2017, and previously held the positions of Vice President and Corporate Controller since 2014, and also has served as Assistant Corporate Controller since May 2009.Prior to joining Curtiss-Wright, he spent more than 17 years in financial, technical and operational roles of increasing responsibility within Fortune 50/250 industrial companies including United Technologies Corporation and Parker Hannifin.Mr. Farkas possesses an MBA and an EMBA from two internationally ranked business schools. He holds Master of Business Administration Degree from Purdue University, Krannert School of Management and an EMBA from the ESCP Europe (European School of Management). In addition, he has a Bachelor of Science Degree in Accounting from Central Connecticut State University. He is a CPA and is a Member of the American Institute of Certified Public Accountants (AICPA). 93 K. Christopher FarkasChief Financial Officer2009
Greg Hempfling Gregory (Greg) J. Hempfling is Senior Vice President and General Manager of the Electro-Mechanical Systems (EMS) Division, which is a global leader in delivering high-performance pumps, turbines, motors, generators, aircraft and underwater sensor handling systems to the U.S. Navy, International Navies, as well as the commercial nuclear power and oil and gas markets. Greg oversees the growth and performance of the business and its nine locations. Mr. Hempfling has over 15 years of system level design and construction, component level design and manufacture experience. He has led a variety of key projects for the U.S. Navy. While at Newport News Shipbuilding, he held positions of increasing importance and responsibility in Submarine Overhaul and Seawolf and Submarine Piping Engineering, served as Branch Manager for the New Attack Submarine Program, and was the Deputy Program Manager for the SSN23 special mod program. Mr. Hempfling has more than 30 years of operational experience across the defense and commercial nuclear power industries.Mr. Hempfling earned his Bachelor of Science Degree in Mechanical Engineering from Rose-Hulman Institute of Technology and his Master of Science Degree in Engineering Management from George Washington University. He is on the Board of Directors for the Nuclear Energy Institute. 94 Greg HempflingSVP / GMNaval & Power2004
Chris Wiltsey Chris Wiltsey is Senior Vice President and General Manager of the Defense Solutions division, which is recognized globally as one of the most innovative designers and manufacturers of rugged and secure mission-critical solutions for the defense and aerospace industries, including commercial off-the-shelf (COTS) modules, subsystems, and fully integrated systems that deliver optimal, reliable performance in the harshest environments. Chris has responsibility for fifteen business units located in five countries.Prior to assuming his current responsibilities in 2020, he spent four years as Vice President and General Manager of the Avionics & Electronics group, part of the Defense Solutions division. Previously, he was Vice President and General Manager position of the Integrated Systems group, and prior to that managed the Embedded Systems group within the Company’s former Controls segment. Mr. Wiltsey has more than 30 years of operational experience across the defense, aerospace and commercial industries. Mr. Wiltsey holds a Bachelor of Science Degree in Electrical Engineering from University of California, Berkeley, and completed the Queen’s Executive Business Management program at Queen’s University, Kingston, Ontario, Canada. 95 Chris WiltseySVP / GMDefense Electronics 2004