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CURTISS WRIGHT CORP 8-K Report, Corporate Update (May 10, 2024)

Reports
Other Events
Filing Date
Filed May 10, 2024
Period End
May 9, 2024
Security
CW
In the record · 2016–202610-K1110-Q338-K95

CW filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 95 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · May ’20May ’20
  2. Material agreement8-K · May ’22May ’22
  3. Leadership change8-K · Oct ’26Oct ’26

Summary

Summary of the 8-K filed May 10, 2024. Cited figures are marked; the original filing is the authoritative source.

Curtiss-Wright Corporation (NYSE: CW) disclosed on May 10, 2024 that its Board of Directors, on May 9, 2024, authorized an additional $300 milliona in share repurchases, bringing total available authorization to $400 million.

This total includes $100 millionb of remaining capacity under the company's September 16, 2021 $550 million program. The repurchase authorization has no expiration date and can be amended or terminated by the Board at any time. Management expects to repurchase shares over time to offset dilution from employee equity compensation, while also retaining the flexibility to make discretionary, opportunistic buybacks.

The Board also approved a 5% increase in the quarterly dividend to $0.21c per share from the prior $0.20, payable July 5, 2024 to holders of record as of June 17, 2024. Management characterized both moves as reflecting confidence in the company's financial position and its ability to generate solid free cash flow, and tied them to a capital allocation strategy that prioritizes acquisitions, high-return operational investments, and shareholder returns. For 2024, the company expects to repurchase a minimal $50 million of shares under an ongoing 10b5-1 program, primarily to offset compensation-related dilution.

Since 2021, Curtiss-Wright has returned more than $450 milliond through buybacks. Overall, the filing signals continued shareholder-return commitments, but the modest planned 2024 repurchase pace suggests the large new authorization is largely a flexibility provision rather than an immediate capital deployment plan.

Key Highlights

  1. Board authorized an additional $300 million in share repurchases, raising total available authorization to $400 million (including $100 million remaining from the 2021 $550 million program).
  2. Quarterly dividend increased 5% to $0.21 per share, payable July 5, 2024 to stockholders of record as of June 17, 2024.
  3. Management expects only about $50 million of share repurchases in 2024 via an ongoing 10b5-1 program, mainly to offset equity compensation dilution.
  4. The repurchase authorization has no expiration date and may be amended or terminated by the Board at any time without prior notice.
  5. Buybacks may be executed through open market purchases, accelerated share repurchases, negotiated block trades, 10b5-1 plans, or privately negotiated structured transactions.
  6. Since 2021, the company has returned more than $450 million to shareholders through repurchases.
  7. Management frames capital allocation as prioritizing strategic acquisitions, high-return operational investments, and shareholder returns, citing strong free cash flow generation.

Frequently Asked Questions

  1. How much can Curtiss-Wright repurchase in shares now?

    The total available repurchase authorization is $400 million, which consists of a new $300 million authorization approved May 9, 2024 plus $100 million remaining under the September 2021 $550 million program.

  2. Is the dividend being increased?

    Yes. The Board approved a 5% increase in the quarterly dividend to $0.21 per share, payable July 5, 2024 to stockholders of record as of June 17, 2024.

  3. Will the company actually spend the full $400 million on buybacks soon?

    Not necessarily. The company expects to repurchase about $50 million in 2024, mainly to offset dilution from employee compensation plans. The larger authorization gives flexibility for discretionary, opportunistic repurchases, but no timeline for deploying the full amount was given.

  4. Does the repurchase authorization expire?

    No. The authorization has no expiration date and can be amended, discontinued, or terminated by the Board at any time without prior notice.

  5. Why is the company increasing shareholder returns?

    According to CEO Lynn M. Bamford, the increases reflect the Board's confidence in the company's strong financial position and its ability to deliver solid free cash flow, while the company still prioritizes acquisitions and high-return internal investments.