cw-20240930

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, 2024

☐ 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: 37,948,183 shares as of October 29, 2024.

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		20

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		33

Item 4.	Mine Safety Disclosures		33

Item 5.	Other Information		33

Item 6.	Exhibits		35

Signatures			36

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)	2024		2023		2024		2023
Net sales
Product sales	$	684,216	$	613,915	$	1,941,327	$	1,721,832
Service sales	114,702		110,411		355,549		337,750
Total net sales	798,918		724,326		2,296,876		2,059,582
Cost of sales
Cost of product sales	434,370		380,163		1,252,773		1,093,469
Cost of service sales	66,285		62,695		207,984		203,664
Total cost of sales	500,655		442,858		1,460,757		1,297,133
Gross profit	298,263		281,468		836,119		762,449
Research and development expenses	20,734		23,464		65,866		65,698
Selling expenses	37,311		34,084		109,202		100,782
General and administrative expenses	92,035		91,401		281,092		272,060
Restructuring expenses	3,280		—		6,198		—
Operating income	144,903		132,519		373,761		323,909
Interest expense	11,408		12,496		33,194		40,432
Other income, net	10,126		7,023		28,294		22,744
Earnings before income taxes	143,621		127,046		368,861		306,221
Provision for income taxes	(32,461)		(30,268)		(81,735)		(71,598)
Net earnings	$	111,160	$	96,778	$	287,126	$	234,623

Net earnings per share:
Basic earnings per share	$	2.91	$	2.53	$	7.51	$	6.13
Diluted earnings per share	$	2.89	$	2.51	$	7.47	$	6.09

Dividends per share	0.21		0.20		0.62		0.59

Weighted-average shares outstanding:
Basic	38,208		38,285		38,245		38,301
Diluted	38,451		38,558		38,451		38,538
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,
	2024		2023		2024		2023
Net earnings	$	111,160	$	96,778	$	287,126	$	234,623
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax (1)	$	30,667	$	(28,276)	$	9,644	$	5,688
Pension and postretirement adjustments, net of tax (1)	(607)		235		151		(188)
Other comprehensive income (loss), net of tax	30,060		(28,041)		9,795		5,500
Comprehensive income	$	141,220	$	68,737	$	296,921	$	240,123

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

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, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	443,850	$	406,867
Receivables, net	857,614		732,678
Inventories, net	582,584		510,033
Other current assets	68,035		67,502
Total current assets	1,952,083		1,717,080
Property, plant, and equipment, net	330,292		332,796
Goodwill	1,583,448		1,558,826
Other intangible assets, net	532,397		557,612
Operating lease right-of-use assets, net	156,613		141,435
Prepaid pension asset	279,212		261,869
Other assets	51,693		51,351
Total assets	$	4,885,738	$	4,620,969
Liabilities
Current liabilities:
Current portion of long-term debt	$	90,000	$	—
Accounts payable	222,542		243,833
Accrued expenses	194,414		188,039
Deferred revenue	392,330		303,872
Other current liabilities	87,369		70,800
Total current liabilities	986,655		806,544

SEC Form 10-Q filed by Curtiss-Wright Corporation