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, 2021~~March 31, 2022

☐ 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: ~~39,239,706~~38,445,431 shares as of ~~October 31, 2021.~~April 30, 2022.

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	109

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2117

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		3227

Item 4.	Controls and Procedures		3227


PART II – OTHER INFORMATION


Item 1.	Legal Proceedings		3328

Item 1A.	Risk Factors		3328

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3328

Item 3.	Defaults upon Senior Securities		3428

Item 4.	Mine Safety Disclosures		3428

Item 5.	Other Information		3428

Item 6.	Exhibits		3530

Signatures			3631

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					Three Months Ended
		September 30,				September 30,					March 31,
(In thousands, except per share data)	(In thousands, except per share data)	2021		2020		2021		2020		(In thousands, except per share data)	2022		2021
Net sales	Net sales									Net sales
Product sales	Product sales	$	528,339	$	493,398	$	1,552,706	$	1,457,772	Product sales	$	453,421	$	508,975
Service sales	Service sales	92,280		78,216		286,467		265,120		Service sales	106,040		88,084
Total net sales	Total net sales	620,619		571,614		1,839,173		1,722,892		Total net sales	559,461		597,059
Cost of sales	Cost of sales									Cost of sales
Cost of product sales	Cost of product sales	328,424		305,921		989,759		945,886		Cost of product sales	294,527		329,454
Cost of service sales	Cost of service sales	55,187		52,872		177,930		177,580		Cost of service sales	63,532		57,848
Total cost of sales	Total cost of sales	383,611		358,793		1,167,689		1,123,466		Total cost of sales	358,059		387,302
Gross profit	Gross profit	237,008		212,821		671,484		599,426		Gross profit	201,402		209,757
Research and development expenses	Research and development expenses	21,618		17,587		66,675		54,163		Research and development expenses	20,549		21,863
Selling expenses	Selling expenses	30,067		24,869		89,227		81,650		Selling expenses	28,092		29,596
General and administrative expenses	General and administrative expenses	78,998		77,251		229,608		230,515		General and administrative expenses	87,600		73,232
Impairment of assets held for sale		8,656		—		8,656		—
Restructuring expenses		—		8,541		—		20,730
Loss on divestiture										Loss on divestiture	4,651		—
Operating income	Operating income	97,669		84,573		277,318		212,368		Operating income	60,510		85,066
Interest expense	Interest expense	9,955		9,055		30,094		25,059		Interest expense	9,530		9,959
Other income, net	Other income, net	3,627		5,417		8,910		6,844		Other income, net	2,997		4,843
Earnings before income taxes	Earnings before income taxes	91,341		80,935		256,134		194,153		Earnings before income taxes	53,977		79,950
Provision for income taxes	Provision for income taxes	(21,638)		(16,315)		(65,554)		(46,754)		Provision for income taxes	(13,292)		(20,481)
Net earnings	Net earnings	$	69,703	$	64,620	$	190,580	$	147,399	Net earnings	$	40,685	$	59,469

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic earnings per share	Basic earnings per share	$	1.71	$	1.56	$	4.66	$	3.52	Basic earnings per share	$	1.06	$	1.45
Diluted earnings per share	Diluted earnings per share	$	1.70	$	1.55	$	4.64	$	3.49	Diluted earnings per share	$	1.05	$	1.45

Dividends per share	Dividends per share	0.18		0.17		0.53		0.51		Dividends per share	0.18		0.17

Weighted-average shares outstanding:	Weighted-average shares outstanding:									Weighted-average shares outstanding:
Basic	Basic	40,769		41,545		40,865		41,926		Basic	38,456		40,933
Diluted	Diluted	40,950		41,797		41,040		42,190		Diluted	38,668		41,103

See notes to condensed consolidated financial statements	See notes to condensed consolidated financial statements									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					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net earnings	Net earnings	$	69,703	$	64,620	$	190,580	$	147,399	Net earnings	$	40,685	$	59,469
Other comprehensive income (loss)	Other comprehensive income (loss)									Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax (1)	Foreign currency translation adjustments, net of tax (1)	$	(16,273)	$	28,229	$	(12,990)	$	2,139	Foreign currency translation adjustments, net of tax (1)	$	(6,825)	$	(3,960)
Pension and postretirement adjustments, net of tax (2)	Pension and postretirement adjustments, net of tax (2)	4,994		3,561		15,036		12,244		Pension and postretirement adjustments, net of tax (2)	5,766		5,600
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(11,279)		31,790		2,046		14,383		Other comprehensive income (loss), net of tax	(1,059)		1,640
Comprehensive income	Comprehensive income	$	58,424	$	96,410	$	192,626	$	161,782	Comprehensive income	$	39,626	$	61,109

(1) The tax benefit included in foreign currency translation adjustments for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and September 30, 2020~~ was immaterial.

(2) The tax expense included in pension and postretirement adjustments for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 was ~~$2.0~~$1.4 million and ~~$5.1 million, respectively. The tax expense included in pension and postretirement adjustments for the three and nine months ended September 30, 2020 was $1.3 million and $4.0~~$1.7 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, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	234,416	$	198,248	Cash and cash equivalents	$	136,682	$	171,004
Receivables, net	Receivables, net	670,867		588,718		Receivables, net	661,129		647,148
Inventories, net	Inventories, net	433,140		428,879		Inventories, net	448,122		411,567
Assets held for sale	Assets held for sale	20,215		27,584		Assets held for sale	—		10,988
Other current assets	Other current assets	65,171		57,395		Other current assets	63,942		67,101
Total current assets	Total current assets	1,423,809		1,300,824		Total current assets	1,309,875		1,307,808
Property, plant, and equipment, net	Property, plant, and equipment, net	360,314		378,200		Property, plant, and equipment, net	355,363		360,031
Goodwill	Goodwill	1,461,313		1,455,137		Goodwill	1,458,899		1,463,026
Other intangible assets, net	Other intangible assets, net	552,514		609,630		Other intangible assets, net	523,913		538,077
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	140,524		150,898		Operating lease right-of-use assets, net	147,224		143,613
Prepaid pension asset	Prepaid pension asset	111,906		92,531		Prepaid pension asset	260,238		256,422
Other assets	Other assets	32,921		34,114		Other assets	33,855		34,568
Total assets	Total assets	$	4,083,301	$	4,021,334	Total assets	$	4,089,367	$	4,103,545
Liabilities	Liabilities					Liabilities
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt	Current portion of long-term debt	100,000		100,000		Current portion of long-term debt	$	202,500	$	—
Accounts payable	Accounts payable	158,196		201,237		Accounts payable	168,772		211,640
Accrued expenses	Accrued expenses	142,169		146,833		Accrued expenses	109,077		144,466
Income taxes payable						Income taxes payable	1,478		3,235
Deferred revenue	Deferred revenue	249,671		253,411		Deferred revenue	224,679		260,157
Liabilities held for sale	Liabilities held for sale	13,215		10,141		Liabilities held for sale	—		12,655
Other current liabilities	Other current liabilities	101,892		98,755		Other current liabilities	93,745		102,714
Total current liabilities	Total current liabilities	765,143		810,377		Total current liabilities	800,251		734,867
Long-term debt	Long-term debt	957,101		958,292		Long-term debt	967,744		1,050,610
Deferred tax liabilities, net	Deferred tax liabilities, net	121,491		115,007		Deferred tax liabilities, net	150,085		147,349
Accrued pension and other postretirement benefit costs	Accrued pension and other postretirement benefit costs	98,122		98,345		Accrued pension and other postretirement benefit costs	84,610		91,329
Long-term operating lease liability	Long-term operating lease liability	124,362		133,069		Long-term operating lease liability	128,897		127,152
Long-term portion of environmental reserves	Long-term portion of environmental reserves	15,096		15,422		Long-term portion of environmental reserves	13,924		13,656
Other liabilities	Other liabilities	101,926		103,248		Other liabilities	94,436		112,092
Total liabilities	Total liabilities	2,183,241		2,233,760		Total liabilities	2,239,947		2,277,055
Contingencies and commitments (Note 14)
Contingencies and commitments (Note 13)						Contingencies and commitments (Note 13)
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Common stock, $1 par value, 100,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 49,187,378 shares issued as of September 30, 2021 and December 31, 2020; outstanding shares were 40,473,516 as of September 30, 2021 and 40,916,429 as of December 31, 2020		49,187		49,187
Common stock, $1 par value,100,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 49,187,378 shares issued as of March 31, 2022 and December 31, 2021; outstanding shares were 38,471,738 as of March 31, 2022 and 38,469,778 as of December 31, 2021						Common stock, $1 par value,100,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 49,187,378 shares issued as of March 31, 2022 and December 31, 2021; outstanding shares were 38,471,738 as of March 31, 2022 and 38,469,778 as of December 31, 2021	49,187		49,187
Additional paid in capital	Additional paid in capital	124,532		122,535		Additional paid in capital	122,603		127,104
Retained earnings	Retained earnings	2,839,294		2,670,328		Retained earnings	2,942,580		2,908,827
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(308,810)		(310,856)		Accumulated other comprehensive loss	(191,524)		(190,465)
Common treasury stock, at cost (8,713,862 shares as of September 30, 2021 and 8,270,949 shares as of December 31, 2020)		(804,143)		(743,620)
Common treasury stock, at cost (10,715,640 shares as of March 31, 2022 and 10,717,600 shares as of December 31, 2021)						Common treasury stock, at cost (10,715,640 shares as of March 31, 2022 and 10,717,600 shares as of December 31, 2021)	(1,073,426)		(1,068,163)
Total stockholders’ equity	Total stockholders’ equity	1,900,060		1,787,574		Total stockholders’ equity	1,849,420		1,826,490
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	4,083,301	$	4,021,334	Total liabilities and stockholders’ equity	$	4,089,367	$	4,103,545

See notes to condensed consolidated financial statements	See notes to condensed consolidated financial statements					See notes to condensed consolidated financial statements

Page 6

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		Nine Months Ended					Three Months Ended
		September 30,					March 31,
(In thousands)	(In thousands)	2021		2020		(In thousands)	2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings	Net earnings	$	190,580	$	147,399	Net earnings	$	40,685	$	59,469
Adjustments to reconcile net earnings to net cash provided by operating activities
Adjustments to reconcile net earnings to net cash used for operating activities:						Adjustments to reconcile net earnings to net cash used for operating activities:
Depreciation and amortization	Depreciation and amortization	86,240		84,769		Depreciation and amortization	27,363		28,595
Loss on divestiture						Loss on divestiture	4,651		—
Gain on sale/disposal of long-lived assets	Gain on sale/disposal of long-lived assets	(604)		(370)		Gain on sale/disposal of long-lived assets	(3,070)		(349)
Deferred income taxes	Deferred income taxes	4,480		4,258		Deferred income taxes	803		3,629
Share-based compensation	Share-based compensation	10,861		11,777		Share-based compensation	3,809		3,327
Impairment of assets held for sale		8,656		—
Foreign exchange loss on substantial liquidation of subsidiary		—		9,498
Non-cash restructuring charges		—		10,254
Change in operating assets and liabilities, net of businesses acquired:	Change in operating assets and liabilities, net of businesses acquired:					Change in operating assets and liabilities, net of businesses acquired:
Receivables, net	Receivables, net	(81,498)		1,987		Receivables, net	(13,414)		(27,593)
Inventories, net	Inventories, net	(5,045)		(33,322)		Inventories, net	(38,149)		(18,059)
Progress payments	Progress payments	(3,960)		(3,036)		Progress payments	(395)		(1,114)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(51,702)		(81,535)		Accounts payable and accrued expenses	(79,492)		(71,528)
Deferred revenue	Deferred revenue	115		(8,841)		Deferred revenue	(35,154)		(14,836)
Income taxes payable						Income taxes payable	6,927		16,247
Pension and postretirement liabilities, net	Pension and postretirement liabilities, net	2,406		(150,674)		Pension and postretirement liabilities, net	(6,034)		1,182
Other current and long-term assets and liabilities	Other current and long-term assets and liabilities	(4,768)		11,620		Other current and long-term assets and liabilities	(32,845)		(5,573)
Net cash provided by operating activities		155,761		3,784
Net cash used for operating activities						Net cash used for operating activities	(124,315)		(26,603)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Proceeds from sale/disposal of long-lived assets	Proceeds from sale/disposal of long-lived assets	3,389		2,476		Proceeds from sale/disposal of long-lived assets	5,567		1,022
Additions to property, plant, and equipment	Additions to property, plant, and equipment	(27,858)		(36,341)		Additions to property, plant, and equipment	(10,896)		(8,537)
Acquisition of businesses, net of cash acquired		—		(82,053)
Additional consideration paid on prior year acquisitions	Additional consideration paid on prior year acquisitions	(5,340)		—		Additional consideration paid on prior year acquisitions	(5,062)		(5,340)
Net cash used for investing activities	Net cash used for investing activities	(29,809)		(115,918)		Net cash used for investing activities	(10,391)		(12,855)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings under revolving credit facility	Borrowings under revolving credit facility	166,771		389,398		Borrowings under revolving credit facility	241,198		65,301
Payment of revolving credit facility	Payment of revolving credit facility	(166,771)		(389,398)		Payment of revolving credit facility	(121,198)		(65,301)
Borrowings on debt		—		300,000
Repurchases of common stock	Repurchases of common stock	(79,092)		(137,155)		Repurchases of common stock	(18,857)		(11,797)
Proceeds from share-based compensation	Proceeds from share-based compensation	9,705		9,908		Proceeds from share-based compensation	5,284		4,919
Dividends paid		(14,320)		(14,160)
Other	Other	(699)		(648)		Other	(248)		(229)
Net cash (used for)/provided by financing activities		(84,406)		157,945
Net cash provided by (used for) financing activities						Net cash provided by (used for) financing activities	106,179		(7,107)
Effect of exchange-rate changes on cash	Effect of exchange-rate changes on cash	(5,378)		(10,023)		Effect of exchange-rate changes on cash	(5,795)		(4,614)
Net increase in cash and cash equivalents		36,168		35,788
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(34,322)		(51,179)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	198,248		391,033		Cash and cash equivalents at beginning of period	171,004		198,248
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	234,416	$	426,821	Cash and cash equivalents at end of period	$	136,682	$	147,069
See notes to condensed consolidated financial statements	See notes to condensed consolidated financial statements					See notes to condensed consolidated financial statements

Page 7

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands)

For the nine months ended September 30, 2021
Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
December 31, 2020 $ 49,187 $ 122,535 $ 2,670,328 $ (310,856) $ (743,620)
Net earnings — — 190,580 — —
Other comprehensive income, net of tax — — — 2,046 —
Dividends declared — — (21,614) — —
Restricted stock — (9,007) — — 9,007
Employee stock purchase plan and stock options exercised — 877 — — 8,828
Share-based compensation — 10,724 — — 137
Repurchase of common stock (1)
— — — — (79,092)
Other — (597) — — 597
September 30, 2021 $ 49,187 $ 124,532 $ 2,839,294 $ (308,810) $ (804,143)

For the three months ended September 30, 2021
Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
June 30, 2021 $ 49,187 $ 119,946 $ 2,776,884 $ (297,531) $ (753,782)
Net earnings — — 69,703 — —
Other comprehensive income, net of tax — — — (11,279) —
Dividends declared — — (7,293) — —
Employee stock purchase plan — 466 — — 4,320
Share-based compensation — 4,120 — — 16
Repurchase of common stock (1)
— — — — (54,697)
September 30, 2021 $ 49,187 $ 124,532 $ 2,839,294 $ (308,810) $ (804,143)

~~Page 8~~


	For the three months ended March 31, 2021
	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock
December 31, 2020	$	49,187	$	122,535	$	2,670,328	$	(310,856)	$	(743,620)
Net earnings	—		—		59,469		—		—
Other comprehensive income, net of tax	—		—		—		1,640		—
Dividends declared	—		—		(6,968)				—
Restricted stock	—		(6,407)		—		—		6,407
Employee stock purchase plan	—		411		—		—		4,508
Share-based compensation	—		3,230		—		—		97
Repurchase of common stock (1)	—		—		—		—		(11,797)
Other	—		(597)		—		—		597
March 31, 2021	$	49,187	$	119,172	$	2,722,829	$	(309,216)	$	(743,808)

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

~~(UNAUDITED)~~

~~(In thousands)~~

For the nine months ended September 30, 2020
Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
December 31, 2019 $ 49,187 $ 116,070 $ 2,497,111 $ (325,274) $ (562,722)
Net earnings — — 147,399 — —
Other comprehensive income, net of tax — — — 14,383 —
Dividends declared — — (21,221) — —
Restricted stock — (4,115) — — 4,115
Employee stock purchase plan and stock options exercised — (1,364) — — 11,272
Share-based compensation — 11,723 — — 54
Repurchase of common stock (1)
— — — — (137,155)
Other — (517) — — 517
September 30, 2020 $ 49,187 $ 121,797 $ 2,623,289 $ (310,891) $ (683,919)

For the three months ended September 30, 2020
Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
June 30, 2020 $ 49,187 $ 118,467 $ 2,565,727 $ (342,681) $ (677,405)
Net earnings — — 64,620 — —
Other comprehensive income, net of tax — — — 31,790 —
Dividends declared — — (7,058) — —
Employee stock purchase plan and stock options exercised — (1,470) — — 6,191
Share-based compensation — 4,800 — — (163)
Repurchase of common stock (1)
— — — — (12,542)
September 30, 2020 $ 49,187 $ 121,797 $ 2,623,289 $ (310,891) $ (683,919)
See notes to condensed consolidated financial statements


	For the three months ended March 31, 2022
	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock
December 31, 2021	$	49,187	$	127,104	$	2,908,827	$	(190,465)	$	(1,068,163)
Net earnings	—		—		40,685		—		—
Other comprehensive loss, net of tax	—		—		—		(1,059)		—
Dividends declared	—		—		(6,932)		—		—
Restricted stock	—		(8,523)		—		—		8,523
Employee stock purchase plan	—		814		—		—		4,470
Share-based compensation	—		3,714		—		—		95
Repurchase of common stock (1)	—		—		—		—		(18,857)
Other	—		(506)		—		—		506
March 31, 2022	$	49,187	$	122,603	$	2,942,580	$	(191,524)	$	(1,073,426)

(1) For both the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~the Corporation repurchased approximately 0.4 million and 0.6 million shares of its common stock, respectively. For the three and nine months ended September 30, 2020,~~ the Corporation repurchased approximately 0.1 million ~~and 1.4 million~~ shares of its common ~~stock, respectively.~~stock.

See notes to condensed consolidated financial statements

Page 98

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

Curtiss-Wright Corporation and its subsidiaries (the "Corporation" or the "Company") is a global ~~diversified manufacturing and service company~~integrated business that ~~designs, manufactures, and overhauls precision components and~~ provides highly engineered products, solutions, and services mainly to ~~the~~ aerospace & defense (A&D) markets, as well as critical technologies in demanding commercial power, & process, and ~~general~~ industrial markets.

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

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

Management is required to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. Actual results may differ from these estimates. The most significant of these estimates includes the estimate of costs to complete using the over-time revenue recognition accounting method, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, fair value estimates around assets and assumed liabilities from acquisitions, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ there were no significant changes in estimated contract costs. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s ~~2020~~2021 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

On January 1, 2021, the Corporation implemented an organizational change to simplify its reportable segments and align its product sales with its end market structure. As a result, the Corporation now operates under the following three reportable segments: Aerospace & Industrial, Defense Electronics, and Naval & Power. This change resulted in the transfer of the Corporation's valve-related operations into the new Naval & Power segment. While this organizational change resulted in the recasting of previously reported amounts across all reportable segments, it did not impact the Corporation’s previously reported consolidated financial statements.

2. REVENUE

The Corporation recognizes revenue when control of a promised good and/or service is transferred to a customer in an amount that reflects the consideration that the Corporation expects to be entitled to in exchange for that good and/or service.

Performance Obligations

The Corporation identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Corporation considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Corporation’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts with multiple performance obligations, the Corporation allocates the overall transaction price to each performance obligation using standalone selling prices, where available, or utilizes estimates for each distinct good or service in the contract where standalone prices are not available.

The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date

~~Page 10~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

relative to total estimated costs. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.

The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over-time versus at a point-in-time for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Page 9

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Over-time 48 % 50 % 51 % 52 %
Point-in-time 52 % 50 % 49 % 48 %


	Three Months Ended
	March 31,
	2022		2021
Over-time	53	%	52	%
Point-in-time	47	%	48	%

Contract backlog represents the remaining performance obligations that have not yet been recognized as revenue. Backlog includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog was approximately ~~$2.2~~$2.3 billion as of ~~September 30, 2021,~~March 31, 2022, of which the Corporation expects to recognize approximately ~~84%~~89% as net sales over the next 36 months. The remainder will be recognized thereafter.

Disaggregation of Revenue

The following table presents the Corporation’s total net sales disaggregated by end market and customer type:


Total Net Sales by End Market and Customer Type	Total Net Sales by End Market and Customer Type	Three Months Ended				Nine Months Ended				Total Net Sales by End Market and Customer Type	Three Months Ended
		September 30,				September 30,					March 31,
(In thousands)	(In thousands)	2021		2020		2021		2020		(In thousands)	2022		2021
Aerospace & Defense	Aerospace & Defense									Aerospace & Defense
Aerospace Defense	Aerospace Defense	$	116,853	$	121,987	$	327,846	$	333,120	Aerospace Defense	$	98,004	$	111,016
Ground Defense	Ground Defense	55,124		20,519		159,091		63,205		Ground Defense	39,108		55,746
Naval Defense	Naval Defense	175,800		165,524		531,429		496,157		Naval Defense	162,967		177,905
Commercial Aerospace	Commercial Aerospace	67,461		70,943		196,285		242,708		Commercial Aerospace	60,892		57,269
Total Aerospace & Defense		$	415,238	$	378,973	$	1,214,651	$	1,135,190
Total Aerospace & Defense customers										Total Aerospace & Defense customers	$	360,971	$	401,936

Commercial	Commercial									Commercial
Power & Process	Power & Process	$	112,736	$	113,919	$	343,573	$	350,632	Power & Process	$	104,788	$	105,504
General Industrial	General Industrial	92,645		78,722		280,949		237,070		General Industrial	93,702		89,619
Total Commercial		$	205,381	$	192,641	$	624,522	$	587,702
Total Commercial customers										Total Commercial customers	$	198,490	$	195,123

Total	Total	$	620,619	$	571,614	$	1,839,173	$	1,722,892	Total	$	559,461	$	597,059

Contract Balances

Timing of revenue recognition and cash collection may result in billed receivables, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the Condensed Consolidated Balance Sheet. The Corporation’s contract assets primarily relate to its rights to consideration for work completed but not billed as of the reporting date. Contract assets are transferred to billed receivables when the rights to consideration become unconditional. This is typical in situations where amounts are billed as work progresses in accordance with agreed-upon contractual terms or upon achievement of contractual milestones. The Corporation’s contract liabilities primarily consist of customer advances received prior to revenue being earned. Revenue recognized during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 included in ~~the~~ contract liabilities ~~balance as~~at the beginning of ~~January 1, 2021~~the respective years was approximately ~~$46~~$79 million and $188 million, respectively. Revenue recognized during the three and nine months ended September 30, 2020 included in the contract liabilities balance as of January 1, 2020 was approximately $37 million and $197$77 million, respectively. Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Condensed Consolidated Balance Sheet.

~~Page 11~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

3. ~~ACQUISITIONS~~ASSETS HELD FOR SALE

~~The~~In January 2022, the Corporation ~~continually evaluates potential acquisitions that either strategically fit within~~completed the ~~Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets. The Corporation has completed numerous acquisitions that have been accounted~~sale of its industrial valve business in Germany, which was presented as held for ~~as business combinations and have resulted in the recognition of goodwill~~sale in the Corporation's ~~financial statements. This goodwill arises because~~Consolidated Balance Sheet as of December 31, 2021, for gross cash proceeds of $3 million. The Corporation recorded a loss of $5 million upon sale closing during the ~~acquisition purchase price reflects the future earnings and cash flow potential in excess~~first quarter of the earnings and cash flows attributable to the current product and customer set at the time of acquisition. Thus, goodwill inherently includes the know-how of the assembled workforce, the ability of the workforce to further improve the technology and product offerings, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations.2022.

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

4. RECEIVABLES

During the nine months ended September 30, 2021, the Corporation did not complete any acquisitions. However, the Corporation paid $5 million during the nine months ended September 30, 2021 in regard to prior period acquisitions, which included a working capital adjustment on the acquisition of Pacific Star Communications, Inc. (PacStar), as well as a portion of the purchase price on the acquisition of Dyna-Flo Control Valve Services Ltd. (Dyna-Flo), which was initially held back as security for potential indemnification claims against the seller in accordance with the terms of the Purchase Agreement.

During the nine months ended September 30, 2020, the Corporation acquired 2 businesses for an aggregate purchase price of $90 million, which are described in more detail below. The Condensed Consolidated Statement of Earnings for the nine months ended September 30, 2020 included $12 million of total net sales and $1 million of net losses from the Corporation's 2020 acquisitions.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the acquisitions consummated during the nine months ended September 30, 2020.


~~(In thousands)~~	~~2020~~
~~Accounts receivable~~	$	~~3,204~~
~~Inventory~~	~~10,233~~
~~Property, plant, and equipment~~	~~1,332~~
~~Other current and non-current assets~~	~~188~~
~~Intangible assets~~	~~39,384~~
~~Operating lease right-of-use assets, net~~	~~1,992~~
~~Current and non-current liabilities~~	~~(10,590)~~
~~Net tangible and intangible assets~~	~~45,743~~
~~Goodwill~~	~~43,912~~
~~Total purchase price~~	$	~~89,655~~

~~Goodwill deductible for tax purposes~~	$	~~38,519~~

~~2020 Acquisitions~~

~~PacStar~~

On October 30, 2020, the Corporation acquired 100% of the issued and outstanding stock of PacStar for $406 million. The Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. PacStar is a provider of tactical communications solutions for battlefield network management. The

Page 1210

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~acquired business operates within the Defense Electronics segment. The acquisition is subject to post-closing adjustments with the purchase price allocation not yet complete.~~

~~IADS~~

~~On April 20, 2020, the Corporation acquired the IADS product line for approximately~~ $29 million. The Asset Purchase Agreement contains representations and warranties customary for a transaction of this type. IADS is a real-time display and post-test analysis product for flight tests. The acquired product line operates within the Defense Electronics segment.

~~Dyna-Flo~~

~~On February 28, 2020, the Corporation acquired 100% of the issued and outstanding share capital of Dyna-~~Flo for $60 million, net of cash acquired. The Purchase Agreement contains representations and warranties customary for a transaction of this type, including a portion of the purchase price held back as security for potential indemnification claims against the seller. Dyna-Flo specializes in control valves, actuators, and control systems for the chemical, petrochemical, and oil and gas markets. The acquired business operates within the Naval & Power segment.

~~4. ASSETS HELD FOR SALE~~

During the fourth quarter of 2020, the Corporation committed to a plan to sell its industrial valve business in Germany, which is reported within its Naval & Power segment. The business met the criteria to be classified as held for sale in the fourth quarter of 2020. Accordingly, the assets and liabilities of the business are presented as held for sale in the Corporation's Condensed Consolidated Balance Sheet. The aforementioned assets and liabilities classified as held for sale have been measured at the lower of carrying value or fair value less costs to sell, which resulted in an impairment loss of $33 million in the fourth quarter of 2020. An additional impairment loss of $9 million was recorded during the three and nine months ended September 30, 2021.

~~The aggregate components of assets and liabilities classified as held for sale are as follows:~~

(In thousands) September 30, 2021 December 31, 2020
Assets held for sale:
Receivables, net $ 9,632 $ 9,902
Inventories, net 18,141 16,401
Other current assets 1,663 1,798
Property, plant, and equipment, net 4,357 4,821
Reserve for assets held for sale (13,578) (5,338)
Total assets held for sale, current $ 20,215 $ 27,584
Liabilities held for sale:
Accounts payable $ (3,046) $ (2,654)
Accrued expenses (1,208) (1,375)
Other current liabilities (3,975) (748)
Accrued pension and other postretirement benefit costs (4,986) (5,364)
Total liabilities held for sale, current $ (13,215) $ (10,141)

~~5. RECEIVABLES~~

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

The composition of receivables is as follows:

~~Page 13~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~


(In thousands)	(In thousands)	September 30, 2021		December 31, 2020		(In thousands)	March 31, 2022		December 31, 2021
Billed receivables:	Billed receivables:					Billed receivables:
Trade and other receivables	Trade and other receivables	$	381,628	$	361,460	Trade and other receivables	$	352,905	$	362,007
Unbilled receivables (contract assets):
Unbilled receivables:						Unbilled receivables:
Recoverable costs and estimated earnings not billed	Recoverable costs and estimated earnings not billed	296,500		238,309		Recoverable costs and estimated earnings not billed	314,240		291,758
Less: Progress payments applied	Less: Progress payments applied	(734)		(3,291)		Less: Progress payments applied	(1,202)		(1,297)
Net unbilled receivables	Net unbilled receivables	295,766		235,018		Net unbilled receivables	313,038		290,461
Less: Allowance for doubtful accounts	Less: Allowance for doubtful accounts	(6,527)		(7,760)		Less: Allowance for doubtful accounts	(4,814)		(5,320)
Receivables, net	Receivables, net	$	670,867	$	588,718	Receivables, net	$	661,129	$	647,148

6.5. INVENTORIES

Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. Long-term contract inventory includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization. Inventories are valued at the lower of cost or net realizable value.

The composition of inventories is as follows:


(In thousands)	(In thousands)	September 30, 2021		December 31, 2020		(In thousands)	March 31, 2022		December 31, 2021
Raw materials	Raw materials	$	194,887	$	177,828	Raw materials	$	217,900	$	191,066
Work-in-process	Work-in-process	81,781		80,729		Work-in-process	81,618		78,221
Finished goods	Finished goods	111,914		120,767		Finished goods	106,167		98,944
Inventoried costs related to U.S. Government and other long-term contracts (1)	Inventoried costs related to U.S. Government and other long-term contracts (1)	50,086		56,599		Inventoried costs related to U.S. Government and other long-term contracts (1)	47,387		48,619
Inventories, net of reserves	Inventories, net of reserves	438,668		435,923		Inventories, net of reserves	453,072		416,850
Less: Progress payments applied	Less: Progress payments applied	(5,528)		(7,044)		Less: Progress payments applied	(4,950)		(5,283)
Inventories, net	Inventories, net	$	433,140	$	428,879	Inventories, net	$	448,122	$	411,567

(1)~~As of September 30, 2021 and December 31, 2020, this~~ This caption ~~also~~ includes capitalized development costs of ~~$26.3~~$24.9 million ~~and $29.7 million, respectively,~~as of March 31, 2022 related to certain aerospace and defense programs. These capitalized costs will be liquidated as units are produced under contract. As of ~~September 30, 2021 and December~~March 31, ~~2020,~~2022, capitalized development costs of ~~$12.1~~$17.1 million ~~and $13.0 million, respectively,~~ are not currently supported by existing firm orders.

7.6. GOODWILL

In connection with the change in reportable segments on January 1, 2021, the Corporation recast its previously reported goodwill balances as of December 31, 2020 on a relative fair value basis. As a result, the Corporation performed an interim quantitative impairment assessment as of March 31, 2021 on each of its reporting units, and concluded that no impairment exists. Refer to Note 12 to the Condensed Consolidated Financial Statements for additional information on the Corporation’s reportable segments.

The changes in the carrying amount of goodwill for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 are as follows:
(In thousands) Aerospace & Industrial Defense Electronics Naval & Power Consolidated
December 31, 2020 $ 316,921 $ 703,915 $ 434,301 $ 1,455,137
Adjustments (1)
— 11,608 — 11,608
Foreign currency translation adjustment (967) (3,293) (1,172) (5,432)
September 30, 2021 $ 315,954 $ 712,230 $ 433,129 $ 1,461,313

~~(1)~~ ~~Amount primarily relates to post-closing adjustments on the Corporation's acquisition of PacStar in October 2020.~~


(In thousands)	Aerospace & Industrial		Defense Electronics		Naval & Power		Consolidated
December 31, 2021	$	316,147	$	714,014	$	432,865	$	1,463,026
Adjustments	—		(469)		—		(469)
Foreign currency translation adjustment	(1,629)		(1,861)		(168)		(3,658)
March 31, 2022	$	314,518	$	711,684	$	432,697	$	1,458,899

87. OTHER INTANGIBLE ASSETS, NET

Page 1411

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables present the cumulative composition of the Corporation’s intangible assets:


		September 30, 2021						December 31, 2020							March 31, 2022						December 31, 2021
(In thousands)	(In thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		(In thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Technology	Technology	$	274,522	$	(160,020)	$	114,502	$	280,595	$	(148,064)	$	132,531	Technology	$	274,264	$	(167,627)	$	106,637	$	274,615	$	(164,077)	$	110,538
Customer related intangibles	Customer related intangibles	568,566		(263,098)		305,468		573,722		(239,798)		333,924		Customer related intangibles	568,019		(277,504)		290,515		568,720		(270,816)		297,904
Programs (1)	Programs (1)	144,000		(25,200)		118,800		144,000		(19,800)		124,200		Programs (1)	144,000		(28,800)		115,200		144,000		(27,000)		117,000
Other intangible assets	Other intangible assets	49,543		(35,799)		13,744		51,493		(32,518)		18,975		Other intangible assets	49,512		(37,951)		11,561		49,559		(36,924)		12,635
Total	Total	$	1,036,631	$	(484,117)	$	552,514	$	1,049,810	$	(440,180)	$	609,630	Total	$	1,035,795	$	(511,882)	$	523,913	$	1,036,894	$	(498,817)	$	538,077

(1) Programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology, and trademarks underlying the associated program.

Total intangible amortization expense for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$45~~$14 million, as compared to ~~$43~~$15 million in the comparable prior year period. The estimated future amortization expense ~~for~~of intangible assets over the next five years ~~ending December 31, 2021 through 2025~~ is ~~$59 million, $55 million, $51 million, $48 million, and $45 million, respectively.~~as follows:


(In millions)
2022	$	55
2023	$	52
2024	$	48
2025	$	45
2026	$	44

9.8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Forward Foreign Exchange and Currency Option Contracts

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

Interest Rate Risks and Related Strategies

The Corporation’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt.

Effects on Condensed Consolidated Balance Sheets

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the fair values of the asset and liability derivative instruments were immaterial.

Effects on Condensed Consolidated Statements of Earnings

Undesignated hedges

The (losses) and gains and ~~losses~~ on forward exchange derivative contracts not designated for hedge accounting are recognized to general and administrative expenses within the Condensed Consolidated Statements of Earnings. The respective (losses) and gains for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 were ~~($2.2) million and ($1.7) million, respectively. The gains and (losses) for the three and nine months ended September 30, 2020 were $1.7 million and ($5.7) million, respectively.~~immaterial.

Debt

Page 12

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issuances as of ~~September 30, 2021.~~March 31, 2022. Accordingly, all of the Corporation’s debt is valued as a Level 2 financial instrument. The fair values described below may not be indicative of net realizable value or reflective of future fair values. Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

~~Page 15~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
(In thousands)	(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
3.84% Senior notes due 2021		$	100,000	$	100,473	$	100,000	$	102,173
Revolving credit agreement, due 2023										Revolving credit agreement, due 2023	$	213,900	$	213,900	$	93,900	$	93,900
3.70% Senior notes due 2023	3.70% Senior notes due 2023	202,500		209,499		202,500		211,790		3.70% Senior notes due 2023	202,500		204,456		202,500		208,086
3.85% Senior notes due 2025	3.85% Senior notes due 2025	90,000		96,193		90,000		97,429		3.85% Senior notes due 2025	90,000		90,363		90,000		95,246
4.24% Senior notes due 2026	4.24% Senior notes due 2026	200,000		219,908		200,000		224,390		4.24% Senior notes due 2026	200,000		204,427		200,000		218,421
4.05% Senior notes due 2028	4.05% Senior notes due 2028	67,500		73,903		67,500		75,440		4.05% Senior notes due 2028	67,500		68,571		67,500		73,783
4.11% Senior notes due 2028	4.11% Senior notes due 2028	90,000		98,723		90,000		101,047		4.11% Senior notes due 2028	90,000		91,645		90,000		98,854
3.10% Senior notes due 2030	3.10% Senior notes due 2030	150,000		153,306		150,000		155,805		3.10% Senior notes due 2030	150,000		142,137		150,000		154,832
3.20% Senior notes due 2032	3.20% Senior notes due 2032	150,000		152,240		150,000		155,048		3.20% Senior notes due 2032	150,000		141,071		150,000		154,875
Total debt	Total debt	1,050,000		1,104,245		1,050,000		1,123,122		Total debt	1,163,900		1,156,570		1,043,900		1,097,997
Debt issuance costs, net	Debt issuance costs, net	(993)		(993)		(1,147)		(1,147)		Debt issuance costs, net	(908)		(908)		(949)		(949)
Unamortized interest rate swap proceeds	Unamortized interest rate swap proceeds	8,094		8,094		9,439		9,439		Unamortized interest rate swap proceeds	7,252		7,252		7,659		7,659
Total debt, net	Total debt, net	$	1,057,101	$	1,111,346	$	1,058,292	$	1,131,414	Total debt, net	$	1,170,244	$	1,162,914	1,050,610		1,104,707

~~10.~~9. PENSION PLANS

Defined Benefit Pension Plans

The following table is a consolidated disclosure of all domestic and foreign defined pension plans as described in the Corporation’s ~~2020~~2021 Annual Report on Form 10-K.

The components of net periodic pension cost ~~for the three and nine months ended September 30, 2021 and 2020~~ were as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
(In thousands)	(In thousands)	2021		2020		2021		2020		(In thousands)	2022		2021
Service cost	Service cost	$	6,931	$	6,285	$	20,921	$	19,507	Service cost	$	6,063	$	6,870
Interest cost	Interest cost	4,585		5,772		13,402		17,888		Interest cost	5,288		4,306
Expected return on plan assets	Expected return on plan assets	(15,177)		(16,602)		(45,548)		(50,394)		Expected return on plan assets	(13,857)		(15,180)
Amortization of prior service cost	Amortization of prior service cost	(216)		178		(648)		36		Amortization of prior service cost	(86)		(63)
Amortization of unrecognized actuarial loss	Amortization of unrecognized actuarial loss	6,988		5,539		21,705		17,038		Amortization of unrecognized actuarial loss	4,006		7,143
Cost of settlements	Cost of settlements	235		—		3,310		—		Cost of settlements	1,842		—
Net periodic pension cost	Net periodic pension cost	$	3,346	$	1,172	$	13,142	$	4,075	Net periodic pension cost	$	3,256	$	3,076

The Corporation ~~does~~did not ~~expect to~~ make any contributions to the Curtiss-Wright Pension Plan during 2021, and does not expect to do so in ~~2021.~~2022. Contributions to the foreign benefit plans are not expected to be material in ~~2021. During the nine months ended September 30, 2020, the Corporation made a $150 million voluntary contribution to the Curtiss-Wright Pension Plan.~~2022.

During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, the Company recognized a settlement ~~charges~~charge related to the retirement of a former ~~executives.~~executive. The settlement ~~charges represent events~~charge represents an event that ~~are~~is accounted for under guidance on employers’ accounting for settlements and curtailments of defined benefit pension plans.

Defined Contribution Retirement Plan

The Company also maintains a defined contribution plan for all non-union employees who are not currently receiving final or career average pay benefits for its U.S. subsidiaries. The employer contributions include both employer match and non-elective contribution components up to a maximum employer contribution of 7% of eligible compensation. During the three and nine months ended September 30, 2021, the expense relating to the plan was $4.6 million and $14.2 million, respectively. During the three and nine months ended September 30, 2020, the expense relating to the plan was $4.5 million and $14.8 million,

Page 1613

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~respectively. The Corporation made $16.4 million in contributions~~contribution components up to a maximum employer contribution of 7% of eligible compensation. During the three months ended March 31, 2022 and 2021, the expense relating to the plan ~~during the nine months ended September 30, 2021,~~was $5.7 million and ~~expects to make total contributions of approximately $19.0~~$5.3 million, ~~in 2021.~~respectively.

~~11.~~10. EARNINGS PER SHARE

Diluted earnings per share was computed based on the weighted-average number of shares outstanding plus all potentially dilutive common shares. A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:


		Three Months Ended		Nine Months Ended			Three Months Ended
		September 30,		September 30,			March 31,
(In thousands)	(In thousands)	2021	2020	2021	2020	(In thousands)	2022	2021
Basic weighted-average shares outstanding	Basic weighted-average shares outstanding	40,769	41,545	40,865	41,926	Basic weighted-average shares outstanding	38,456	40,933
Dilutive effect of stock options and deferred stock compensation		181	252	175	264
Dilutive effect of deferred stock compensation						Dilutive effect of deferred stock compensation	212	170
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding	40,950	41,797	41,040	42,190	Diluted weighted-average shares outstanding	38,668	41,103

~~There were no anti-dilutive equity-based awards for~~For the three months ended ~~September 30, 2021. For the nine months ended September 30,~~March 31, 2022 and 2021, approximately ~~41,000~~26,000 and 88,000 shares, respectively, issuable under equity-based awards were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the period. ~~There were no anti-dilutive equity-based awards for three and nine months ended September 30, 2020.~~

~~12.~~11. SEGMENT INFORMATION

Prior to the first quarter of 2021, the Corporation reported its results of operations through three reportable segments: Commercial/Industrial, Defense, and Power. On January 1, 2021, the Corporation implemented an organizational change to simplify its reportable segments and align its product sales with its end market structure. As a result, the Corporation now reports its results of operations through the following reportable segments: Aerospace & Industrial, Defense Electronics, and Naval & Power. While this organizational change resulted in the recasting of previously reported amounts across all reportable segments, it did not impact the Corporation’s previously reported consolidated financial statements.

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

Net sales and operating income by reportable segment were as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
(In thousands)	(In thousands)	2021		2020		2021		2020		(In thousands)	2022		2021
Net sales	Net sales									Net sales
Aerospace & Industrial	Aerospace & Industrial	$	197,060	$	189,021	$	578,452	$	593,654	Aerospace & Industrial	$	191,850	$	181,138
Defense Electronics	Defense Electronics	182,314		148,674		528,080		428,912		Defense Electronics	143,938		182,298
Naval & Power	Naval & Power	242,891		234,613		737,967		702,662		Naval & Power	225,315		235,580
Less: Intersegment revenues	Less: Intersegment revenues	(1,646)		(694)		(5,326)		(2,336)		Less: Intersegment revenues	(1,642)		(1,957)
Total consolidated	Total consolidated	$	620,619	$	571,614	$	1,839,173	$	1,722,892	Total consolidated	$	559,461	$	597,059

Operating income (expense)	Operating income (expense)									Operating income (expense)
Aerospace & Industrial	Aerospace & Industrial	$	30,872	$	23,880	$	81,874	$	65,635	Aerospace & Industrial	$	24,853	$	19,025
Defense Electronics	Defense Electronics	40,762		35,103		106,656		83,902		Defense Electronics	23,290		36,623
Naval & Power	Naval & Power	35,483		33,367		116,635		90,623		Naval & Power	27,288		38,057
Corporate and other (1)	Corporate and other (1)	(9,448)		(7,777)		(27,847)		(27,792)		Corporate and other (1)	(14,921)		(8,639)
Total consolidated	Total consolidated	$	97,669	$	84,573	$	277,318	$	212,368	Total consolidated	$	60,510	$	85,066

~~Page 17~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

Adjustments to reconcile operating income to earnings before income taxes are as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands) 2021 2020 2021 2020
Total operating income $ 97,669 $ 84,573 $ 277,318 $ 212,368
Interest expense 9,955 9,055 30,094 25,059
Other income, net 3,627 5,417 8,910 6,844
Earnings before income taxes $ 91,341 $ 80,935 $ 256,134 $ 194,153

Page 14

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(In thousands) September 30, 2021 December 31, 2020
Identifiable assets
Aerospace & Industrial $ 1,013,184 $ 1,020,294
Defense Electronics 1,560,252 1,542,686
Naval & Power 1,281,365 1,255,325
Corporate and Other 208,285 175,445
Assets held for sale 20,215 27,584
Total consolidated $ 4,083,301 $ 4,021,334


	Three Months Ended
	March 31,
(In thousands)	2022		2021
Total operating income	$	60,510	$	85,066
Interest expense	9,530		9,959
Other income, net	2,997		4,843
Earnings before income taxes	$	53,977	$	79,950


(In thousands)	March 31, 2022		December 31, 2021
Identifiable assets
Aerospace & Industrial	$	1,011,295	$	991,508
Defense Electronics	1,518,990		1,536,369
Naval & Power	1,266,159		1,270,099
Corporate and Other	292,923		294,581
Assets held for sale	—		10,988
Total consolidated	$	4,089,367	$	4,103,545

~~13.~~12. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


(In thousands)	(In thousands)	Foreign currency translation adjustments, net		Total pension and postretirement adjustments, net		Accumulated other comprehensive income (loss)		(In thousands)	Foreign currency translation adjustments, net		Total pension and postretirement adjustments, net		Accumulated other comprehensive income (loss)
December 31, 2019		$	(130,019)	$	(195,255)	$	(325,274)
December 31, 2020								December 31, 2020	$	(88,737)	$	(222,119)	$	(310,856)
Other comprehensive income (loss) before reclassifications (1)	Other comprehensive income (loss) before reclassifications (1)	41,282		(44,513)		(3,231)		Other comprehensive income (loss) before reclassifications (1)	(10,829)		107,211		96,382
Amounts reclassified from accumulated other comprehensive loss (1)	Amounts reclassified from accumulated other comprehensive loss (1)	—		17,649		17,649		Amounts reclassified from accumulated other comprehensive loss (1)	—		24,009		24,009
Net current period other comprehensive loss		41,282		(26,864)		14,418
December 31, 2020		$	(88,737)	$	(222,119)	$	(310,856)
Other comprehensive loss before reclassifications (1)		(12,990)		(3,442)		(16,432)
Amounts reclassified from accumulated other comprehensive loss (1)		—		18,478		18,478
Net current period other comprehensive income (loss)	Net current period other comprehensive income (loss)	(12,990)		15,036		2,046		Net current period other comprehensive income (loss)	(10,829)		131,220		120,391
September 30, 2021		$	(101,727)	$	(207,083)	$	(308,810)
December 31, 2021								December 31, 2021	$	(99,566)	$	(90,899)	$	(190,465)
Other comprehensive income (loss) before reclassifications (1)								Other comprehensive income (loss) before reclassifications (1)	(6,825)		1,393		(5,432)
Amounts reclassified from accumulated other comprehensive income (loss) (1)								Amounts reclassified from accumulated other comprehensive income (loss) (1)	—		4,373		4,373
Net current period other comprehensive income (loss)								Net current period other comprehensive income (loss)	(6,825)		5,766		(1,059)
March 31, 2022								March 31, 2022	$	(106,391)	$	(85,133)	$	(191,524)

(1) All amounts are after tax.

Details of amounts reclassified from accumulated other comprehensive income (loss) are below:

~~Page 18~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~


(In thousands)	Amount reclassified from AOCI			Affected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans
Amortization of prior service costs	$	~~648~~86	Other income, net
Amortization of actuarial losses	~~(21,705)~~(4,006)		Other income, net
Settlements	~~(3,310)~~(1,842)		Other income, net
	~~(24,367)~~(5,762)		Earnings before income taxes
	~~5,889~~1,389		Provision for income taxes
Total reclassifications	$	~~(18,478)~~(4,373)	Net earnings

Page 15

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~14.~~13. CONTINGENCIES AND COMMITMENTS

From time to time, the Corporation and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business. Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures. The Corporation continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not ~~expect~~believe that ~~such legal proceedings~~the disposition of any of these matters, individually or in the aggregate, will have a material adverse ~~impact~~effect on its condensed consolidated financial ~~statements.~~condition, results of operations, and cash flows.

Legal Proceedings

The Corporation has been named in a number of lawsuits that allege injury from exposure to asbestos. To date, the Corporation has not been found liable for or paid any material sum of money in settlement in any asbestos-related case. The Corporation believes its minimal use of asbestos in its past operations as well as its acquired businesses’ operations and the relatively non-friable condition of asbestos in its historical products makes it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate. The Corporation maintains insurance coverage and indemnification agreements for these potential liabilities and believes adequate coverage exists to cover any unanticipated asbestos liability.

Letters of Credit and Other Financial Arrangements

The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were ~~$22.3~~$19.5 million and $21.1 million of stand-by letters of credit outstanding, ~~respectively,~~respectively. As of March 31, 2022 and ~~$4.8~~December 31, 2021, there were $2.7 million and ~~$5.6~~$4.5 million of bank guarantees outstanding, respectively. In addition, the Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility. The Corporation has provided this financial assurance in the form of a ~~$45.6~~$35.2 million surety bond.

AP1000 Program

~~Within~~In February 2022, the ~~Corporation’s Naval & Power segment, Electro-Mechanical Division (EMD) is the reactor coolant pump (RCP) supplier for the~~Corporation and Westinghouse Electric Company (WEC) ~~AP1000 nuclear power plants in China~~executed a settlement agreement to resolve all open claims and ~~the United States. The terms of~~counterclaims under the AP1000 U.S. and China ~~contracts include liquidated damage provisions for failure to meet contractual delivery dates if~~contracts. Under the terms of the settlement agreement, the Corporation ~~caused~~paid WEC $15 million in March 2022 and is required to pay WEC a final amount of $10 million in the delay and the delay was not excusable. While the Corporation did not meet certain contractual delivery dates under its AP1000 U.S. and China contracts, there are significant counterclaims and uncertainties as to which parties are responsiblefirst quarter of 2023 in exchange for the ~~delay.~~

~~In June~~Corporation’s full release from all open claims under such contracts, whether known or unknown, as well as negotiating and executing a right of first refusal for all future AP1000 projects. As of December 31, 2021, the Corporation and WEC participated in non-binding mediation in an effort to settle all open disputes under the U.S. and China contracts. The mediation efforts were ultimately unsuccessful. WEC has filed a notice of arbitration in regard to the China contract, asserting that it is entitled to liquidated damages of $25 million. Additionally, WEC has also filed claims in Georgia claiming damages on the U.S. contract. The Corporation believes that it has adequate legal defenses and intends to vigorously defend these matters. The Corporation is also aggressively pursuing a counterclaim against WEC.

~~Page 19~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

As it relates to the U.S. contract, the range of possible loss is $0 to $31 million. The Corporation believes that the likelihood of any potential liability stemming from liquidated damages on the U.S. contract is remote. As it relates to the China contract, the range of possible loss is $0 to $25 million. As of September 30, 2021, the Corporation believes that it iswas adequately accrued regarding this ~~matter, and that the ultimate resolution will not have a significant impact on its condensed consolidated financial statements.~~

~~15. RESTRUCTURING COSTS~~

During the year ended December 31, 2020, the Corporation executed restructuring activities across all of its segments to support its ongoing effort of improving capacity utilization and operating efficiency. These restructuring activities, which included workforce reductions and consolidation of facilities, were substantially completed as of December 31, 2020. As of September 30, 2021 and December 31, 2020, the restructuring liability associated with these restructuring activities was $1.1 million and $6.9 million, respectively, with such liability expected to be substantially settled as of December 31, 2021. These balances are reported within Other Current Liabilities on the Condensed Consolidated Balance Sheet.matter.

******

Page 2016

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I- ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (a) projections of or statements regarding return on investment, future earnings, interest income, sales, volume, other income, earnings or loss per share, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance and potential impacts from COVID-19, including the impacts to supply and demand, and measures taken by governments and private industry in response, (d) statements of future economic performance and ~~(d)~~ potential impacts due to the conflict between Russia and Ukraine, and (e) statements of assumptions, such as economic conditions underlying other statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “intend,” “may,” “might,” “outlook,” “potential,” “predict,” “should,” “will,” as well as the negative of any of the foregoing or variations of such terms or comparable terminology, or by discussion of strategy. No assurance may be given that the future results described by the forward-looking statements will be achieved. While we believe these forward-looking statements are reasonable, they are only predictions and are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond our control, which could cause actual results, performance, or achievement to differ materially from anticipated future results, performance, or achievement expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” of our ~~2020~~2021 Annual Report on Form 10-K, and elsewhere in that report, those described in this Quarterly Report on Form 10-Q, and those described from time to time in our future reports filed with the Securities and Exchange Commission. Such forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in Item 1. Financial Statements and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

Page 2117

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

COMPANY ORGANIZATION

Curtiss-Wright Corporation is a ~~diversified, multinational provider of~~global integrated business that provides highly engineered ~~technologically advanced, value-added~~ products, solutions, and services mainly to ~~a broad range of industries which are reported~~aerospace & defense markets, as well as critical technologies in demanding commercial power, process, and industrial markets. We report our operations through our Aerospace & Industrial, Defense Electronics, and Naval & Power segments. We ~~are positioned as a market leader~~operate across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. ~~We provide products and services to a number of global markets and have achieved balanced growth through the successful application~~Approximately 66% of our core competencies in engineering and precision manufacturing. Our overall strategy is to be a balanced and diversified company, less vulnerable to cycles or downturns in any one market, and to establish strong positions in profitable niche markets. Approximately 55% of our 20212022 revenues are expected to be generated from ~~defense-related~~A&D-related markets.

~~COVID-19~~

In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic. The pandemic has adversely affected certain elements of our business, including our supply chain, transportation networks, and production levels. The extent to which COVID-19 continues to adversely impact our operations depends on future developments, including the impact of the global rollout of COVID-19 vaccines, the emergence and impact of any new COVID-19 variants, as well as the issuance of vaccine mandates by the Biden administration. However, given the diversified breadth of our company, we believe that we are well-positioned to mitigate any material risks arising as a result of COVID-19 or any of its variants. From an operational perspective, our current cash balance, coupled with expected cash flows from operating activities for the remainder of the year as well as our current borrowing capacity under the Revolving Credit Agreement, are expected to be more than sufficient to meet operating cash requirements, planned capital expenditures, interest payments on long-term debt obligations, payments on lease obligations, pension and postretirement funding requirements, and dividend payments through the current year and beyond.

RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of the Corporation for the three ~~and nine month periods~~months ended ~~September 30, 2021.~~March 31, 2022. The financial information as of ~~September 30, 2021~~March 31, 2022 should be read in conjunction with the financial statements for the year ended December 31, ~~2020~~2021 contained in our Form 10-K.

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

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

On January 1, 2021, the Corporation implemented an organizational change to simplify its reportable segments and align its product sales with its end market structure. As a result, the Corporation operates under the following three reportable segments: Aerospace & Industrial, Defense Electronics, and Naval & Power. This change resulted in the transfer of the Corporation's valve-related operations into the Naval & Power segment. While this organizational change resulted in the recasting of previously reported amounts across all reportable segments, it did not impact the Corporation’s previously reported consolidated financial statements.

Analytical Definitions

Throughout management’s discussion and analysis of financial condition and results of operations, the terms “incremental” and “organic” are used to explain changes from period to period. The term “incremental” is used to highlight the impact acquisitions and divestitures had on the current year results. The results of operations for acquisitions are incremental for the first twelve months from the date of acquisition. Additionally, the results of operations of divested businesses are removed from the comparable prior year period for purposes of calculating “organic” and “incremental” results. The definition of “organic” excludes the loss from sale of our industrial valves business in Germany as well as the effects of ~~restructuring-related expenses, impairment of assets held for sale, and~~ foreign currency translation.

Page 2218

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued


Condensed Consolidated Statements of Earnings
	Three Months Ended
	March 31,
(In thousands)	2022		2021		% change
Sales
Aerospace & Industrial	$	191,112	$	180,331	6	%
Defense Electronics	143,069		181,212		(21	%)
Naval & Power	225,280		235,516		(4	%)
Total sales	$	559,461	$	597,059	(6	%)

Operating income
Aerospace & Industrial	$	24,853	$	19,025	31	%
Defense Electronics	23,290		36,623		(36	%)
Naval & Power	27,288		38,057		(28	%)
Corporate and other	(14,921)		(8,639)		(73	%)
Total operating income	$	60,510	$	85,066	(29	%)

Interest expense	9,530		9,959		4	%
Other income, net	2,997		4,843		(38)	%

Earnings before income taxes	53,977		79,950		(32	%)
Provision for income taxes	(13,292)		(20,481)		35	%
Net earnings	$	40,685	$	59,469	(32	%)

New orders	$	634,265	$	579,447	9	%

Components of sales and operating income increase (decrease):


	Three Months Ended
	March 31,
	2022 vs. 2021
	Sales		Operating Income
Organic	(6	%)	(22	%)
Acquisitions	—	%	—	%
Loss on divestiture	—	%	(6	%)
Foreign currency	—	%	(1	%)
Total	(6	%)	(29	%)

Sales during the three months ended March 31, 2022 decreased $38 million, or 6%, to $559 million, compared with the prior year period. On a segment basis, sales from the Defense Electronics and Naval & Power segments decreased $38 million and $11 million, respectively, with sales from the Aerospace & Industrial segment increasing $11 million. Changes in sales by segment are discussed in further detail in the results by business segment section below.

Operating income during the three months ended March 31, 2022 decreased $25 million, or 29%, to $61 million, compared with the prior year period, while operating margin decreased 340 basis points to 10.8%, compared with the same period in 2021. In the Defense Electronics segment, decreases in operating income and operating margin were primarily due to unfavorable overhead absorption on lower sales as well as unfavorable mix, which more than offset the benefits of our ongoing

Page 19

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Condensed Consolidated Statements of Earnings
Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands) 2021 2020 % change 2021 2020 % change
Sales
Aerospace & Industrial $ 196,296 $ 188,768 4 % $ 576,340 $ 592,907 (3 %)
Defense Electronics 181,504 148,324 22 % 525,067 427,518 23 %
Naval & Power 242,819 234,522 4 % 737,766 702,467 5 %
Total sales $ 620,619 $ 571,614 9 % $ 1,839,173 $ 1,722,892 7 %
Operating income
Aerospace & Industrial $ 30,872 $ 23,880 29 % $ 81,874 $ 65,635 25 %
Defense Electronics 40,762 35,103 16 % 106,656 83,902 27 %
Naval & Power 35,483 33,367 6 % 116,635 90,623 29 %
Corporate and other (9,448) (7,777) (21 %) (27,847) (27,792) — %
Total operating income $ 97,669 $ 84,573 15 % $ 277,318 $ 212,368 31 %
Interest expense 9,955 9,055 (10 %) 30,094 25,059 (20 %)
Other income, net 3,627 5,417 (33 %) 8,910 6,844 30 %
Earnings before income taxes 91,341 80,935 13 % 256,134 194,153 32 %
Provision for income taxes (21,638) (16,315) (33 %) (65,554) (46,754) (40 %)
Net earnings $ 69,703 $ 64,620 $ 190,580 $ 147,399
Restructuring-related expenses $ — $ 11,166 NM $ — 28,545 NM
New orders $ 627,015 $ 558,899 12 % $ 1,896,190 $ 1,748,949 8 %

~~Components of sales~~operational excellence initiatives. Operating income and operating ~~income increase (decrease):~~
Three Months Ended Nine Months Ended
September 30, September 30,
2021 vs. 2020 2021 vs. 2020
Sales Operating Income Sales Operating Income
Organic 1 % 7 % — % 19 %
Acquisitions 7 % 9 % 6 % 6 %
Impairment of assets held for sale — % (10 %) — % (4 %)
Restructuring — % 13 % — % 13 %
Foreign currency 1 % (4 %) 1 % (3 %)
Total 9 % 15 % 7 % 31 %

~~Sales~~margin in the ~~third quarter increased $49 million, or 9%, to $621 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and~~ Naval & Power ~~segments increased $8 million, $33 million, and $8 million, respectively.~~segment decreased

~~Page 23~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~PART I - ITEM 2~~

~~MANAGEMENT’S DISCUSSION and ANALYSIS of~~

~~FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued~~

~~Sales during the nine months ended September 30, 2021 increased $116 million, or 7%,~~primarily due to ~~$1,839 million, compared with the prior year period. On~~ a ~~segment basis,~~loss on sale of our industrial valves business in Germany, unfavorable overhead absorption on lower sales from the Defense Electronics and Naval & Power segments increased $98 million and $35 million, respectively, with sales from the Aerospace & Industrial segment decreasing $17 million. Changes in sales by segment are discussed in further detail in the ~~results by business segment section below.~~

~~Operating income~~ naval defense market, and unfavorable mix in the ~~third quarter increased $13 million, or 15%, to $98 million, and operating margin increased 90 basis points to 15.7% compared with the same period in 2020. In the Aerospace~~power & ~~Industrial segment,~~process market. These decreases were partially offset by increases in operating income and operating margin ~~were primarily due to favorable overhead absorption on higher sales~~ in the general industrial market, as well as the benefits from our ongoing operational excellence and prior year restructuring initiatives. Operating income in the Defense Electronics segment increased primarily due to the ~~incremental impact of our PacStar acquisition, as well as the benefits from our ongoing operational excellence and prior year restructuring initiatives, partially offset by higher research and development costs and unfavorable foreign currency translation.~~ ~~Operating margin in the Defense Electronics segment was negatively impacted by first year purchase accounting costs from our PacStar acquisition.~~In the Naval & Power segment, increases in operating income and operating margin were primarily due to current year savings recognized as a result of prior year restructuring actions. These increases were partially offset by an impairment loss of $9 million on assets held for sale in our industrial valves business in Germany, as well as~~unfavorable mix in the power & process market.~~

~~Operating income during the nine months ended September 30, 2021~~ ~~increased $65 million, or 31%, to $277 million and operating margin increased 280 basis points to 15.1%, compared with the same period in 2020.~~ In the Aerospace & Industrial segment, ~~increases in operating income and operating margin were~~ primarily due to favorable absorption on higher sales, as well as the benefits ~~from~~of our ongoing operational excellence ~~and prior year restructuring initiatives, as well as favorable overhead absorption on higher general industrial sales. Operating income in the Defense Electronics segment increased~~ primarily due to the benefits from our ongoing operational excellence and prior year restructuring initiatives, the incremental impact of our PacStar acquisition, as well as the absence of first year purchase accounting costs from our 901D acquisition. These increases were partially offset b~~y higher research and development costs and unfavorable foreign currency translation.~~ ~~Operating margin in the Defense Electronics segment was negatively impacted by first year purchase accounting costs from our PacStar acquisition.~~ In the Naval & Power segment, increases in operating income and operating margin were primarily due to favorable overhead absorption and current year savings recognized as a result of our prior year restructuring initiatives. ~~These increases were partially offset by an~~ ~~impairment loss of $9 million on assets held for sale in our industrial valves business in Germany.~~

Non-segment operating expense induring the ~~third quarter~~three months ended March 31, 2022 increased $2$6 million, or ~~21%~~73%, to $9$15 million, primarily due to ~~higher corporate~~ costs associated with shareholder activism in the current period. ~~Non-segment operating~~

Interest expense ~~during the nine months ended September 30, 2021~~ of ~~$28~~$10 million was essentially flat compared to the prior year period.

~~Interest expense~~ ~~in the third quarter and nine months ended September 30, 2021 increased $1 million, or 10%, to $10 million, and~~ ~~$5 million, or 20%, to $30 million, respectively, primarily due to the issuance of $300 million Senior Notes in August 2020.~~

Other income, net induring the ~~third quarter~~three months ended March 31, 2022 decreased $2 million, or ~~33%~~38%, to $4$3 million, primarily due to ~~higher pension costs in the current period.~~

~~Other income, net during the~~ ~~nine months ended September 30, 2021 increased~~ $2 million, or 30%, to $9 million primarily due to the prior year recognition of accumulated foreign currency translation losses of $10 million related to the substantial liquidation of our Norwegian subsidiary. This increase was partially offset by higher pension costs, including one-time pension settlement charges recognized in the current ~~year~~ period related to the retirement of a former ~~executives.~~executive.

The effective tax rate ~~of 23.7% in the third quarter increased compared to an effective tax rate of 20.2% in the prior year period. The effective tax rate of 25.6%~~ for the ~~nine~~three months ended ~~September 30, 2021 increased~~March 31, 2022 of 24.6% decreased as compared to an effective tax rate of ~~24.1%. Increases~~25.6% in ~~both of~~ the ~~comparable periods were~~prior year period, primarily due to a ~~provisional charge related to an impairment loss recognized on assets held for sale during~~higher stock compensation benefits in the current ~~year period, which is not deductible for tax purposes.~~period.

Comprehensive incomein for the ~~third quarter~~three months ended March 31, 2022 was ~~$58~~$40 million, compared to comprehensive income of ~~$96~~$61 million in the prior year period. The change was primarily due to the following:

•Net earnings ~~increased $5~~decreased $19 million, primarily due to ~~higher operating income.~~

•Foreign currency translation adjustments in the third quarter resulted in a $16 million comprehensive loss, compared to a $28 million comprehensive gain in the prior year period. The comprehensive loss during the current period was primarily attributed to decreases in the ~~British Pound and Canadian dollar.~~

~~Page 24~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~PART I - ITEM 2~~

~~MANAGEMENT’S DISCUSSION and ANALYSIS of~~

~~FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued~~

Comprehensive income during the nine months ended September 30, 2021 was $193 million, compared to comprehensive income of $162 million in the prior year period. The change was primarily due to the following:

•~~Net earnings increased $43 million, primarily due to higher~~lower operating income.

•Foreign currency translation adjustments for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 resulted in a ~~$13~~$7 million comprehensive loss, compared to a $2$4 million comprehensive ~~gain~~loss in the prior period. The comprehensive loss during the current period was primarily attributed to decreases in the ~~Euro.~~British Pound.

New orders inincreased $55 million during the ~~third quarter and nine~~three months ended ~~September 30, 2021 increased $68 million and $147 million, respectively,~~March 31, 2022 from the comparable prior year ~~periods,~~period, primarily duedue to the timing of naval defense orders in the Naval & Power segment, as well as an increase in new orders for industrial vehicles and ~~sensors and actuation equipment i~~ncommercial aerospace products in the Aerospace & Industrial ~~segment, as well as the~~ ~~incremental impact of our PacStar acquisition in the Defense Electronics segment~~.segment. These increases were partially offset by the timing of ~~naval defense~~ orders across all defense-related markets in the ~~Naval & Power segment.~~Defense Electronics segment due to ongoing supply chain disruption. Changes in new orders by segment are discussed in further detail in the "Results by Business Segment" section below.

RESULTS BY BUSINESS SEGMENT

Aerospace & Industrial

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


	Three Months Ended
	March 31,
(In thousands)	2022			2021			% change
Sales	$	191,112		$	180,331		6	%
Operating income	24,853			19,025			31	%
Operating margin	13.0		%	10.6		%	240	bps
New orders	$	228,314		$	199,115		15	%

Page 20

Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands) 2021 2020 % change 2021 2020 % change
Sales $ 196,296 $ 188,768 4% $ 576,340 $ 592,907 (3%)
Operating income 30,872 23,880 29% 81,874 65,635 25%
Operating margin 15.7 % 12.7 % 300 bps 14.2 % 11.1 % 310 bps
Restructuring-related expenses $ — $ 3,183 NM $ — $ 9,052 NM
New orders $ 206,066 $ 170,038 21% $ 628,006 $ 495,445 27%
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Components of sales and operating income increase (decrease):


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021 vs. 2020				2021 vs. 2020					2022 vs. 2021
		Sales		Operating Income		Sales		Operating Income			Sales		Operating Income
Organic	Organic	3	%	19	%	(5	%)	12	%	Organic	7	%	33	%
Restructuring		—	%	13	%	—	%	14	%
Acquisitions										Acquisitions	—	%	—	%
Foreign currency	Foreign currency	1	%	(3	%)	2	%	(1	%)	Foreign currency	(1	%)	(2	%)
Total	Total	4	%	29	%	(3	%)	25	%	Total	6	%	31	%

Sales in the Aerospace & Industrial segment are primarily generated from the commercial aerospace and general industrial markets, and to a lesser extent the defense and power & process markets.

Sales in the third quarter increased $8 million, or 4%, to $196 million from the prior year period. Sales in the general industrial market increased $14 million, primarily due to higher industrial vehicle sales. This increase was partially offset by lower sales in the commercial aerospace market, primarily due to the exit of our build-to-print product line in the fourth quarter of 2020.

Sales during the ~~nine~~three months ended ~~September 30, 2021 decreased $17~~March 31, 2022 increased $11 million, or 3%6%, to ~~$576~~$191 million from the prior year period, primarily due to the impact of the COVID-19 pandemic on the commercial aerospace market. In the commercial aerospace market, sales decreased $56 million, the majority of which occurred in the first quarter of 2021 due to lowerhigher demand for actuation and sensors ~~equipment~~products as well as surface treatment ~~services. Sales~~services on narrow-body platforms in the commercial aerospace ~~market~~market. Sales also benefited from higher demand for industrial vehicle products in the general industrial market.

Operating income increased $6 million, or 31%, to $25 million during the three months ended March 31, 2022 compared to the prior year period, while operating margin increased 240 basis points to 13.0%. The increases in operating income and operating margin were ~~also~~primarily due to favorable overhead absorption on higher sales, as well as the benefits of our ongoing operational excellence initiatives.

New orders during the three months ended March 31, 2022 increased $29 million from the comparable prior year period, primarily due to an increase in new orders for industrial vehicles and commercial aerospace equipment.

Defense Electronics

The following tables summarize sales, operating income and margin, and new orders within the Defense Electronics segment.


	Three Months Ended
	March 31,
(In thousands)	2022			2021			% change
Sales	$	143,069		$	181,212		(21	%)
Operating income	23,290			36,623			(36	%)
Operating margin	16.3		%	20.2		%	(390	bps)
New orders	$	159,688		$	182,300		(12	%)

Components of sales and operating income increase (decrease):


	Three Months Ended
	March 31,
	2022 vs. 2021
	Sales		Operating Income
Organic	(21	%)	(37	%)
Acquisitions	—	%	—	%
Foreign currency	—	%	1	%
Total	(21	%)	(36	%)

Page 2521

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

negatively impacted by the exit of our build-to-print product line in the fourth quarter of 2020. These decreases were partially offset by sales increases of $42 million in the general industrial market, primarily due to higher demand for industrial vehicle products and surface treatment services.

~~Operating income~~ in the third quarter increased $7 million, or 29%, to $31 million from the prior year period, and operating margin increased 300 basis points to 15.7%. Operating income during the nine months ended September 30, 2021 increased $16 million, or 25%, to $82 million from the prior year period, and operating margin increased 310 basis points to 14.2%. The increases in operating income and operating margin for each of the respective periods were primarily due to favorable overhead absorption on higher sales in the general industrial market, as well as the benefits from our ongoing operational excellence and prior year restructuring initiatives.

~~New orders~~ in the third quarter and nine months ended September 30, 2021 increased $36 million and $133 million, respectively, from the comparable prior year periods, primarily due to an increase in new orders for ~~industrial vehicles as well as higher demand for sensors and actuation equipment.~~

~~Defense Electronics~~

~~The following tables summarize sales, operating income and margin, and new orders within the Defense Electronics segment.~~

Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands) 2021 2020 % change 2021 2020 % change
Sales $ 181,504 $ 148,324 22% $ 525,067 $ 427,518 23%
Operating income 40,762 35,103 16% 106,656 83,902 27%
Operating margin 22.5 % 23.7 % (120 bps) 20.3 % 19.6 % 70 bps
Restructuring-related expenses $ — $ 586 NM $ — $ 3,056 NM
New orders $ 170,771 $ 144,883 18% $ 527,862 $ 458,779 15 %

~~Components of sales and operating income increase (decrease):~~
Three Months Ended Nine Months Ended
September 30, September 30,
2021 vs. 2020 2021 vs. 2020
Sales Operating Income Sales Operating Income
Organic (3 %) (2 %) (2 %) 14 %
Acquisitions 25 % 21 % 25 % 16 %
Restructuring — % 1 % — % 4 %
Foreign currency — % (4 %) — % (7 %)
Total 22 % 16 % 23 % 27 %

Sales in the Defense Electronics segment are primarily to the defense markets and, to a lesser extent, the commercial aerospace market.

Sales induring the ~~third quarter increased $33~~three months ended March 31, 2022 decreased $38 million, or ~~22%~~21%, to ~~$182~~$143 million from the prior year period, primarily due to ~~the incremental impact of our PacStar acquisition in~~timing across all defense markets. In the ground defense market, sales decreased $17 million primarily due to ongoing supply chain headwinds, which contributed to lowersales of ~~$37 million. This increase was partially offset by lower sales~~embedded computing and tactical communications equipment on ~~fighter jets~~various programs. Sales in the aerospace defense ~~market.~~market decreased $14 million primarily due to the delayed signing of the FY22 defense budget, which resulted in lower sales of embedded computing equipment on various programs. Sales in the naval defense market were negatively impacted by the timing of orders on various submarine and surface combat ship programs.

~~Sales~~Operating income during the ~~nine~~three months ended ~~September 30, 2021 increased $98~~March 31, 2022 decreased $13 million, or ~~23%~~36%, to ~~$525~~$23 million, and operating margin decreased 390 basis points from the prior year period to 16.3%. The decreases in operating income and operating margin were primarily due to unfavorable overhead absorption on lower sales and unfavorable mix.

New orders during the three months ended March 31, 2022 decreased $23 million from the comparable prior year period, primarily due to the ~~incremental impact~~timing of ~~our PacStar acquisition~~ orders across all defense-related markets due to ongoing supply chain disruption.

Naval & Power

The following tables summarize sales, operating income and margin, and new orders within the Naval & Power segment.


	Three Months Ended
	March 31,
(In thousands)	2022			2021			% change
Sales	$	225,280		$	235,516		(4	%)
Operating income	27,288			38,057			(28	%)
Operating margin	12.1		%	16.2		%	(410	bps)
New orders	$	246,263		$	198,032		24	%

Components of sales and operating income increase (decrease):


	Three Months Ended
	March 31,
	2022 vs. 2021
	Sales		Operating Income
Organic	(4	%)	(14	%)
Acquisitions	—	%	—	%
Loss on divestiture	—	%	(14	%)
Foreign currency	—	%	—	%
Total	(4	%)	(28	%)

Sales in the ~~ground~~Naval & Power segment are primarily to the naval defense and power & process markets.

Sales during the three months ended March 31, 2022 decreased $11 million, or 4%, to $225 million from the prior year period. In the naval defense market, ~~which contributed~~ sales ~~of $102 million. Higher~~decreased $6 million primarily due to lower sales ~~of avionics~~on the CVN-80 aircraft carrier and ~~test equipment in the commercial aerospace market were essentially~~Virginia-class submarine programs, partially offset by higher demand on the ~~timing of~~Columbia-class submarine program. In the power & process market, higher nuclear aftermarket sales were more than offset by the wind down on ~~embedded computing equipment on various programs in~~ the ~~aerospace defense market.~~China Direct AP1000 program.

Page 2622

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Operating income induring the ~~third quarter increased $6~~three months ended March 31, 2022 decreased $11 million, or ~~16%~~28%, to ~~$41~~$27 million, ~~compared to the prior year period, while~~and operating margin decreased ~~120~~410 basis points from the prior year period to ~~22.5%~~12.1%. The ~~increase~~decreases in operating income ~~was~~and operating margin were primarily due to ~~the incremental impact~~a loss on sale of ~~our PacStar acquisition as well as the benefits from our ongoing operational excellence and prior year restructuring initiatives,~~ ~~partially offset by higher research and development costs and unfavorable foreign currency translation. Operating margin was negatively impacted by first year purchase accounting costs from our PacStar acquisition.~~

Operating income during the nine months ended September 30, 2021 increased $23 million, or 27%, to $107 million, and operating margin increased 70 basis points from the prior year period to 20.3%. The increase in operating income was primarily due to the benefits from our ongoing operational excellence and prior year restructuring initiatives, the incremental impact of our PacStar acquisition, as well as the absence of first year purchase accounting costs from our 901D acquisition. These increases were partially offset by ~~higher research and development costs and unfavorable foreign currency translation.~~ ~~Operating margin was negatively impacted by first year purchase accounting costs from our PacStar acquisition.~~

~~New orders~~ in~~the third quarter and~~ ~~nine months ended September 30, 2021~~ ~~increased $26 million and $69 million, respectively, from the comparable prior year periods,~~ ~~primarily due to the incremental impact of our PacStar acquisition. These increases were partially offset by the timing of naval defense and aerospace defense orders.~~

~~Naval & Power~~

~~The following tables summarize sales, operating income and margin, and new orders within the Naval & Power segment.~~

Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands) 2021 2020 % change 2021 2020 % change
Sales $ 242,819 $ 234,522 4% $ 737,766 $ 702,467 5%
Operating income 35,483 33,367 6% 116,635 90,623 29%
Operating margin 14.6 % 14.2 % 40 bps 15.8 % 12.9 % 290 bps
Restructuring-related expenses $ — $ 7,397 NM $ — $ 16,437 NM
New orders $ 250,178 $ 243,978 3% $ 740,322 $ 794,725 (7%)

~~Components of sales and operating income increase (decrease):~~
Three Months Ended Nine Months Ended
September 30, September 30,
2021 vs. 2020 2021 vs. 2020
Sales Operating Income Sales Operating Income
Organic 3 % 11 % 4 % 22 %
Impairment of assets held for sale — % (26 %) — % (10 %)
Restructuring — % 22 % — % 18 %
Foreign currency 1 % (1 %) 1 % (1 %)
Total 4 % 6 % 5 % 29 %

~~Sales~~ ~~in the Naval & Power segment are primarily to the naval defense and power & process markets.~~

~~Sales in the third quarter increased $8 million, or 4%, to $243 million from the prior year period. In the naval defense market, sales increased $11 million primarily due to higher production on the CVN-81 aircraft carrier and Virginia-class submarine programs. This increase was partially offset by the timing of production on the China Direct AP1000 program in the power & process market.~~

~~Page 27~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~PART I - ITEM 2~~

~~MANAGEMENT’S DISCUSSION and ANALYSIS of~~

~~FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued~~

Sales during the nine months ended September 30, 2021 increased $35 million, or 5%, to $738 million from the prior year period. In the naval defense market, sales increased $42 million primarily due to increased production on the CVN-81 aircraft carrier and Virginia-class submarine programs, as well as higher service center and foreign military sales. This increase was partially offset by the timing of production on the China Direct AP1000 program and lower nuclear aftermarket sales in the power & process market.

~~Operating income~~ in the third quarter increased $2 million, or 6%, to $35 million, and operating margin increased 40 basis points from the prior year period to 14.6%, primarily due to current year savings recognized as a result of prior year restructuring actions. These increases were partially offset by an impairment loss of $9 million on assets held for sale in our industrial valves business in Germany, ~~as well as~~unfavorable overhead absorption on lower sales in the naval defense market, and unfavorable mix in the power & process market.

Operating income during the nine months ended September 30, 2021 increased $26 million, or 29%, to $117 million, and operating margin increased 290 basis points from the prior year period to 15.8%. The increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales, current year savings recognized as a result of our prior year restructuring initiatives, and the absence of prior period transition costs associated with our DRG facility. These increases were partially offset by an impairment loss of $9 million on assets held for sale in our industrial valves business in Germany.

New orders ~~in the third quarter~~increased $48 million~~increased $6 million from the comparable prior year period, as higher demand for industrial valve products was partially offset by the timing of naval defense orders. New orders~~ during the ~~nine~~three months ended ~~September 30, 2021decreased $54 million~~March 31, 2022 from the comparable prior year period, primarily due to the timing of naval defense orders.

SUPPLEMENTARY INFORMATION

The table below depicts sales by end market and customer type, as it helps provide an enhanced understanding of our businesses and the markets in which we operate. The table has been included to supplement the discussion of our ~~consolidated~~ operating results.


Total Net Sales by End Market and Customer Type		Three Months Ended						Nine Months Ended
Net Sales by End Market and Customer Type														Net Sales by End Market and Customer Type	Three Months Ended
		September 30,						September 30,							March 31,
(In thousands)	(In thousands)	2021		2020		% change		2021		2020		% change		(In thousands)	2022		2021		% change
Aerospace & Defense markets:	Aerospace & Defense markets:													Aerospace & Defense markets:
Aerospace Defense	Aerospace Defense	$	116,853	$	121,987	(4	%)	$	327,846	$	333,120	(2	%)	Aerospace Defense	$	98,004	$	111,016	(12	%)
Ground Defense	Ground Defense	55,124		20,519		169	%	159,091		63,205		152	%	Ground Defense	39,108		55,746		(30	%)
Naval Defense	Naval Defense	175,800		165,524		6	%	531,429		496,157		7	%	Naval Defense	162,967		177,905		(8	%)
Commercial Aerospace	Commercial Aerospace	67,461		70,943		(5	%)	196,285		242,708		(19	%)	Commercial Aerospace	60,892		57,269		6	%
Total Aerospace & Defense	Total Aerospace & Defense	$	415,238	$	378,973	10	%	$	1,214,651	$	1,135,190	7	%	Total Aerospace & Defense	$	360,971	$	401,936	(10	%)

Commercial markets:	Commercial markets:													Commercial markets:
Power & Process	Power & Process	$	112,736	$	113,919	(1	%)	$	343,573	$	350,632	(2	%)	Power & Process	104,788		105,504		(1	%)
General Industrial	General Industrial	92,645		78,722		18	%	280,949		237,070		19	%	General Industrial	93,702		89,619		5	%
Total Commercial	Total Commercial	$	205,381	$	192,641	7	%	$	624,522	$	587,702	6	%	Total Commercial	$	198,490	$	195,123	2	%

Total Curtiss-Wright	Total Curtiss-Wright	$	620,619	$	571,614	9	%	$	1,839,173	$	1,722,892	7	%	Total Curtiss-Wright	$	559,461	$	597,059	(6	%)

Aerospace & Defense markets

Sales induring the ~~third quarter increased $36~~three months ended March 31, 2022 decreased $41 million, or 10%, to ~~$415~~$361 million, ~~against the comparable prior year period,~~ primarily due to ~~higher~~lower sales in the aerospace defense, ground defense, and naval defense markets. ~~The~~Sales in the aerospace defense and ground defense ~~market benefited from the impact~~markets decreased primarily due to timing of ~~our PacStar acquisition, which contributed incremental~~ sales of ~~$38 million.~~embedded computing and tactical communications equipment on various programs. Sales decreases in the naval defense market ~~increased~~were primarily due to ~~higher production~~lower sales on the ~~CVN-81~~CVN-80 aircraft carrier and Virginia-class submarine ~~programs. These increases were~~programs, partially offset by ~~lower sales on fighter jets~~ ~~in the aerospace defense market.~~

~~Page 28~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~PART I - ITEM 2~~

~~MANAGEMENT’S DISCUSSION and ANALYSIS of~~

~~FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued~~

~~Sales during the nine months ended September 30, 2021 increased $79 million, or 7%, to $1,215 million, primarily due to~~ higher sales in the ground defense and naval defense markets. The ground defense market benefited from the impact of our PacStar acquisition, which contributed incremental sales of $102 million. In the naval defense market, sales benefited from higher ~~production~~demand on the ~~CVN-81 aircraft carrier and Virginia-class~~Columbia-class submarine ~~programs.~~ ~~These increases were partially offset by lower sales in the commercial aerospace market during the first quarter of 2021~~ ~~due to a~~ ~~pandemic-driven decline in demand for sensors products and surface treatment services.~~ ~~Sales in the commercial aerospace market were also negatively impacted by the exit of our build-to-print product line in the fourth quarter of 2020.~~program.

Commercial markets

Sales induring the ~~third quarter~~three months ended March 31, 2022 increased ~~$13~~$3 million, or 7%2%, to ~~$205~~$198 million, primarily due to higher demand for ~~our~~ industrial vehicle products in the general industrial ~~market.~~

Sales during the nine months ended September 30, 2021 increased $37 million, or 6%, to $625 million primarily due to higher demand for our industrial vehicle products in the general industrial market. This increase was partially offset by the timing of production on the China Direct AP1000 program and lower nuclear aftermarket sales in the power & process market.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Use of Cash

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

Page 23

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

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


Condensed Consolidated Statements of Cash Flows	Condensed Consolidated Statements of Cash Flows	Nine Months Ended				Condensed Consolidated Statements of Cash Flows	Three Months Ended
(In thousands)	(In thousands)	September 30, 2021		September 30, 2020		(In thousands)	March 31, 2022		March 31, 2021
Cash provided by (used for):
Cash provided by (used in):						Cash provided by (used in):
Operating activities	Operating activities	$	155,761	$	3,784	Operating activities	$	(124,315)	$	(26,603)
Investing activities	Investing activities	(29,809)		(115,918)		Investing activities	(10,391)		(12,855)
Financing activities	Financing activities	(84,406)		157,945		Financing activities	106,179		(7,107)
Effect of exchange-rate changes on cash	Effect of exchange-rate changes on cash	(5,378)		(10,023)		Effect of exchange-rate changes on cash	(5,795)		(4,614)
Net increase in cash and cash equivalents		36,168		35,788
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(34,322)		(51,179)

Net cash ~~provided by~~used in operating activities increased ~~$152~~$98 million from the prior year period, primarily due to ~~a prior year voluntary pension contribution of $150 million,~~ lower net earnings, higher inventory receipts, the timing of advanced cash receipts, and ~~disbursements, as well as higher net earnings~~ ~~during~~ ~~the current period. This increase was partially offset by higher outstanding receivables~~a legal settlement payment made to WEC during the current period.

Net cash used ~~for~~in investing activities decreased~~$86~~ $2 million from the ~~comparable~~ prior year period, primarily due to ~~prior period acquisitions and lower~~higher current period ~~capital expenditures. The Corporation acquired two businesses during~~proceeds from disposal of long-lived assets.

Net cash provided by financing activities increased $113 million from the nine months ended September 30, 2020 for $82 million in cash paid. The Corporation did not make any acquisitions during the nine months ended September 30, 2021. Capital expenditures for the nine months ended September 30, 2021 and September 30, 2020 were $28 million and $36 million, respectively, with the decreaseprior year period, primarily due to ~~lower capital spending during the~~higher current period ~~as well as lower current period investment related~~net borrowings of $120 million under our revolving credit facility. Refer to the ~~new DRG facility.~~"Financing Activities" section below for further details.

Financing Activities

~~Page 29~~

~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES~~

~~PART I - ITEM 2~~

~~MANAGEMENT’S DISCUSSION and ANALYSIS of~~

~~FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued~~

Debt

The Corporation’s debt outstanding had an average interest rate of ~~3.6% for both the three~~3.2% and ~~nine months ended September 30, 2021, and 3.3% and 3.4%~~3.5% for the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2022 and 2021, respectively. The Corporation’s average debt outstanding was ~~$1,050~~$1,112 million and ~~$1,056~~$1,057 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~respectively, and $939 million and $875 million for the three and nine months ended September 30, 2020,~~ respectively.

Credit Agreement

As of ~~September 30, 2021,~~March 31, 2022, the Corporation had no$214 million of outstanding borrowings under the ~~2018~~2012 Senior Unsecured Revolving Credit Agreement (the “Credit Agreement” or “credit facility”) and ~~$22~~approximately $19 million in letters of credit supported by the credit facility. The unused credit available under the Credit Agreement as of ~~September 30, 2021~~March 31, 2022 was ~~$478~~$267 million which could be borrowed without violating any of our debt covenants.

Repurchase of common stock

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Corporation used ~~$79~~$19 million of cash to repurchase approximately ~~0.6~~0.1 million outstanding shares under its share repurchase program. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Corporation used ~~$137~~$12 million of cash to repurchase approximately ~~1.4~~0.1 million outstanding shares under its share repurchase program.

Cash Utilization

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

Page 24

~~Dividends~~CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

~~The Corporation made dividend payments of $14 million during both the nine months ended September 30, 2021 and September 30, 2020.~~

Debt Compliance

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

As of ~~September 30, 2021,~~March 31, 2022, we had the ability to borrow additional debt of ~~$1.7~~$1.5 billion without violating our debt to capitalization covenant.

Page 3025

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I - ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our ~~2020~~2021 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February ~~25, 2021,~~24, 2022, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Page 3126

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. Information regarding market risk and market risk management policies is more fully described in "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" of our ~~2020~~2021 Annual Report on Form 10-K.

Item 4. CONTROLS AND PROCEDURES

As of ~~September 30, 2021,~~March 31, 2022, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of ~~September 30, 2021~~March 31, 2022 insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and they include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the quarter ended ~~September 30, 2021,~~March 31, 2022, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 3227

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

InFrom time to time, we are involved in legal proceedings that are incidental to the ~~ordinary course~~operation of ~~business,~~our business. Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures. We continue to defend vigorously against all claims. Although the ~~Corporation~~ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and ~~its subsidiaries are subject to various pending claims, lawsuits, and contingent liabilities. We~~insurance coverage, we do not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on our condensed consolidated financial condition, results of operations, and cash flows.

We have been named in pending lawsuits that allege injury from exposure to asbestos. To date, we have not been found liable or paid any material sum of money in settlement in any asbestos-related case. We believe that the minimal use of asbestos in our past operations ~~as well as our acquired businesses~~ and the relatively non-friable condition of asbestos in our ~~historical~~ products make it unlikely that we will face material liability in any asbestos litigation, whether individually or in the aggregate. We maintain insurance coverage ~~and indemnification agreements~~ for these potential liabilities and we believe adequate coverage exists to cover any unanticipated asbestos liability.

Item 1A. RISK FACTORS

There have been no material changes in our Risk Factors during the ~~nine~~three months ended ~~September 30, 2021, except as set forth in the Risk Factors below.~~March 31, 2022. Information regarding our Risk Factors is more fully described in "Item 1A. Risk Factors" of our ~~2020~~2021 Annual Report on Form 10-K.

~~Our future growth and continued success is dependent upon our key personnel.~~

Our success is dependent upon the efforts of our senior management personnel and our ability to attract and retain other highly qualified management and technical personnel. We face competition for management and qualified technical personnel from other companies and organizations. Additionally, it is particularly difficult to hire new employees during the COVID-19 pandemic as conducting interviews remotely makes it more difficult to ensure that we are recruiting and hiring high-quality employees. Further, the uncertainty created by the COVID-19 pandemic makes it less likely that potential candidates will be willing to leave a stable job to explore a new opportunity. Therefore, we may not be able to retain our existing management and technical personnel or fill new management or technical positions or vacancies created by expansion or turnover at our existing compensation levels. Although we have entered into change of control agreements with some members of senior management, we do not have employment contracts with our key executives. As some of our key executives approach retirement age, we have made a concerted effort to reduce the effect of the loss of our senior management personnel through management succession planning. However, we may be required to devote significant time and resources to identify and integrate key new personnel should key management losses occur earlier than anticipated. The loss of members of our senior management and qualified technical personnel could have a material adverse effect on our business.

On September 9, 2021, President Biden directed the Department of Labor’s Occupational Safety and Health Administration (“OSHA”) to issue an Emergency Temporary Standard (“ETS”) requiring that all employers with at least 100 employees ensure that their employees are fully vaccinated for COVID-19, or obtain a negative COVID-19 test at least once a week. President Biden also issued an Executive Order requiring certain COVID-19 precautions for government contractors and their subcontractors, including mandatory employee vaccination, with exemptions only for medical or religious reasons. It is not currently possible to predict with any certainty the exact impact of the OSHA ETS on the Corporation, which has not yet been issued, or the requirements for government contractors and their subcontractors. Any requirement to mandate COVID-19 vaccination of our workforce or require our unvaccinated employees to be tested weekly could result in employee attrition and difficulty securing future labor needs and may have an adverse effect on future profitability. In addition, any requirement to impose obligations on our suppliers under the Executive Order covering government contractors and their subcontractors could impact the price and continuity of supply of raw materials, whereby our results of operations and financial condition could be adversely affected.

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

The following table provides information about our repurchase of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended ~~September 30, 2021.~~March 31, 2022.

~~Page 33~~

Total Number of shares purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Maximum Dollar amount of shares that may yet be Purchased Under the Program
July 1 - July 31 35,522 118.23 238,368 $ 171,542,074
August 1 - August 31 36,793 119.58 275,161 167,142,412
September 1 - September 30 373,690 123.36 648,851 521,045,368
For the quarter ended September 30, 2021 446,005 122.64 648,851 $ 521,045,368


	Total Number of shares purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Maximum Dollar amount of shares that may yet be Purchased Under the Program
January 1 - January 31	75,510	$	138.61	75,510	$	246,542,772
February 1 - February 28	28,146	$	134.90	103,656	$	242,745,897
March 1 - March 31	30,496	$	150.70	134,152	$	238,150,044
For the quarter ended March 31, 2022	134,152	$	140.58	134,152	$	238,150,044

In ~~September~~December 2021, the Corporation adopted atwo written trading ~~plan~~plans in connection with its previously authorized share repurchase program, which ~~allows~~allowed for the purchase of its outstanding common stock up to $550 ~~million. The Corporation plans to repurchase at least $250~~ million, of ~~its common stock via~~which $238 million remains available for repurchase as of March 31, 2022. The first trading plan includes share repurchases of $50 million, to be executed equally throughout the 2022 calendar year. The second trading plan, which included opportunistic share repurchases up to $100 million and executed through a 10b5-1 program, ~~during the 2021 calendar year.~~was completed as of December 31, 2021.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

Page 28

There have been no material changes in our procedures by which our security holders may recommend nominees to our board of directors during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder ~~Recommendations and~~ Nominations for Director” of our ~~2021~~2022 Proxy Statement on Schedule 14A, which is incorporated by reference to our ~~2020~~2021 Annual Report on Form 10-K.

Page 3429

Item 6. EXHIBITS

Incorporated by Reference

Filed

Exhibit No.

Exhibit Description

Form

Filing Date

Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant

8-A12B/A

May 24, 2005

3.2

Amended and Restated Bylaws of the Registrant

8-K

May 18, 2015

31.1

Certification of Lynn M. Bamford, President and CEO, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended

31.2

Certification of K. Christopher Farkas, Chief Financial Officer, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended

Certification of Lynn M. Bamford, President and CEO, and K. Christopher Farkas, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Page 3530

SIGNATURE

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

CURTISS-WRIGHT CORPORATION

(Registrant)

By: /s/ K. Christopher Farkas

K. Christopher Farkas

Vice President and Chief Financial Officer

Dated: ~~November 4, 2021~~May 5, 2022

Page 3631