cw-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2023

☐ 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.)


130 Harbour Place Drive, Suite 300
Davidson,	North Carolina	28036
(Address of principal executive offices)		(Zip Code)

(704) 869-4600

(Registrant’s telephone number, including area code)

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 (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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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.

☐

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

Yes ☐ No ☒

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: 38,241,218 shares as of October 31, 2023.

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

TABLE of CONTENTS


PART I – FINANCIAL INFORMATION			PAGE


Item 1.	Financial Statements (Unaudited):

		Condensed Consolidated Statements of Earnings	4

		Condensed Consolidated Statements of Comprehensive Income	5

		Condensed Consolidated Balance Sheets	6

		Condensed Consolidated Statements of Cash Flows	7

		Condensed Consolidated Statements of Stockholders’ Equity	8

		Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		31

Item 4.	Controls and Procedures		31


PART II – OTHER INFORMATION


Item 1.	Legal Proceedings		32

Item 1A.	Risk Factors		32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32

Item 3.	Defaults upon Senior Securities		32

Item 4.	Mine Safety Disclosures		32

Item 5.	Other Information		32

Item 6.	Exhibits		34

Signatures			35

Page 3

PART 1- FINANCIAL INFORMATION

Item 1. Financial Statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands, except per share data)	2023		2022		2023		2022
Net sales
Product sales	$	613,915	$	530,782	$	1,721,832	$	1,489,619
Service sales	110,411		99,760		337,750		309,741
Total net sales	724,326		630,542		2,059,582		1,799,360
Cost of sales
Cost of product sales	380,163		338,264		1,093,469		949,180
Cost of service sales	62,695		60,069		203,664		188,055
Total cost of sales	442,858		398,333		1,297,133		1,137,235
Gross profit	281,468		232,209		762,449		662,125
Research and development expenses	23,464		17,387		65,698		61,804
Selling expenses	34,084		31,888		100,782		90,387
General and administrative expenses	91,401		75,351		272,060		239,085
Loss on divestiture	—		—		—		4,651
Operating income	132,519		107,583		323,909		266,198
Interest expense	12,496		13,997		40,432		33,315
Other income, net	7,023		3,746		22,744		11,298
Earnings before income taxes	127,046		97,332		306,221		244,181
Provision for income taxes	(30,268)		(23,564)		(71,598)		(58,856)
Net earnings	$	96,778	$	73,768	$	234,623	$	185,325

Net earnings per share:
Basic earnings per share	$	2.53	$	1.92	$	6.13	$	4.82
Diluted earnings per share	$	2.51	$	1.91	$	6.09	$	4.79

Dividends per share	0.20		0.19		0.59		0.56

Weighted-average shares outstanding:
Basic	38,285		38,368		38,301		38,416
Diluted	38,558		38,647		38,538		38,655
See notes to condensed consolidated financial statements

Page 4

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Net earnings	$	96,778	$	73,768	$	234,623	$	185,325
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax (1)	$	(28,276)	$	(50,098)	$	5,688	$	(97,259)
Pension and postretirement adjustments, net of tax (2)	235		3,856		(188)		13,610
Other comprehensive income (loss), net of tax	(28,041)		(46,242)		5,500		(83,649)
Comprehensive income	$	68,737	$	27,526	$	240,123	$	101,676

(1) The tax benefit included in foreign currency translation adjustments for the three and nine months ended September 30, 2023 and September 30, 2022 was immaterial.

(2) The tax expense/(benefit) included in pension and postretirement adjustments for the three and nine months ended September 30, 2023 were immaterial. The tax expense included in pension and postretirement adjustments for the three and nine months ended September 30, 2022 was $1.2 million and $3.1 million, respectively.

See notes to condensed consolidated financial statements

Page 5

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except per share data)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	148,809	$	256,974
Receivables, net	790,334		723,304
Inventories, net	540,180		483,113
Other current assets	65,794		52,623
Total current assets	1,545,117		1,516,014
Property, plant, and equipment, net	334,864		342,708
Goodwill	1,546,669		1,544,635
Other intangible assets, net	572,348		620,897
Operating lease right-of-use assets, net	138,809		153,855
Prepaid pension asset	236,089		222,627
Other assets	40,059		47,567
Total assets	$	4,413,955	$	4,448,303
Liabilities
Current liabilities:
Current portion of long-term debt	—		202,500
Accounts payable	213,662		266,525
Accrued expenses	188,504		174,440
Deferred revenue	292,514		254,801
Other current liabilities	80,699		82,779
Total current liabilities	775,379		981,045
Long-term debt	1,050,713		1,051,900
Deferred tax liabilities, net	117,113		123,001
Accrued pension and other postretirement benefit costs	57,808		58,348
Long-term operating lease liability	117,320		132,275
Long-term portion of environmental reserves	14,031		12,547
Other liabilities	96,436		107,973
Total liabilities	2,228,800		2,467,089
Contingencies and commitments (Note 13)
Stockholders’ equity
Common stock, $1 par value, 100,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 49,187,378 shares issued as of September 30, 2023 and December 31, 2022; outstanding shares were 38,263,012 as of September 30, 2023 and 38,259,722 as of December 31, 2022	49,187		49,187
Additional paid in capital	136,610		134,553
Retained earnings	3,375,502		3,163,491
Accumulated other comprehensive loss	(253,416)		(258,916)
Common treasury stock, at cost (10,924,366 shares as of September 30, 2023 and 10,927,656 shares as of December 31, 2022)	(1,122,728)		(1,107,101)
Total stockholders’ equity	2,185,155		1,981,214
Total liabilities and stockholders’ equity	$	4,413,955	$	4,448,303

SEC Form 10-Q filed by Curtiss-Wright Corporation