SECURITIES and EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2001
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 (I.R.S. Employer
incorporation or organization) Identification No.)
1200 Wall Street West
Lyndhurst, New Jersey 07071
(Address of principal executive offices) (Zip Code)
(201) 896-8400
(Registrant's telephone number, including area code)
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X 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: 10,074,400 shares
(as of October 31, 2001)
Page 1 of 28
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
TABLE of CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Stockholders' Equity 6
Notes to Consolidated Financial Statements 7 - 15
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 16 - 23
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 24
Forward-Looking Information 24
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 25
Item 5 - Other Matters 26
Item 6 - Exhibits and Reports on Form 8-K 27
Signatures 28
<page>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(UNAUDITED)
September 30, December 31,
2001 2000
Assets
Current Assets:
Cash and cash equivalents $ 23,995 $ 8,692
Short-term investments 61,998 62,766
Receivables, net 69,873 67,815
Inventories, net 48,207 50,002
Deferred income taxes 9,757 9,378
Other current assets 3,170 3,419
-------- --------
Total current assets 217,000 202,072
-------- --------
Property, plant and equipment, at cost 258,480 246,896
Less: Accumulated depreciation 163,345 156,443
Property, plant and equipment, net 95,135 90,453
Prepaid pension costs 67,307 59,765
Goodwill 47,058 47,543
Other assets 8,450 9,583
-------- --------
Total Assets $434,950 $409,416
======== ========
Liabilities
Current Liabilities:
Current portion of long-term debt $ - $ 5,347
Dividends payable 1,311 -
Accounts payable and accrued expenses 36,736 33,155
Income taxes payable 9,549 4,157
Other current liabilities 6,522 9,634
-------- --------
Total current liabilities 54,118 52,293
-------- --------
Long-term debt 22,083 24,730
Deferred income taxes 21,812 21,689
Other liabilities 22,630 20,480
-------- --------
Total Liabilities 120,643 119,192
-------- --------
Stockholders' Equity
Common stock, $1 par value 15,000 15,000
Capital surplus 50,299 51,506
Retained earnings 436,342 411,866
Unearned portion of restricted stock (87) (22)
Accumulated other comprehensive income (7,260) (5,626)
-------- --------
494,294 472,724
Less: cost of treasury stock 179,987 182,500
-------- --------
Total Stockholders' Equity 314,307 290,224
-------- --------
Total Liabilities and Stockholders' Equity $434,950 $409,416
======== ========
See notes to consolidated financial statements.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 (1) 2001 2000 (1)
-------- -------- --------- ---------
Net sales $ 79,420 $ 81,878 $ 245,941 $ 247,165
Cost of sales 49,233 51,111 152,906 156,998
Gross profit 30,187 30,767 93,035 90,167
Research & development expenses 1,257 737 3,179 2,336
Selling expenses 4,375 4,381 13,455 14,069
General and administrative expenses
Environmental expense (recoveries),
net 54 27 97 (1,755)
-------- -------- --------- ---------
Operating income 11,098 13,022 35,429 39,140
Investment income, net 834 725 2,327 1,744
Rental income, net 540 971 2,394 3,021
Pension income, net 2,864 2,163 7,551 6,248
Other (expenses) income, net (313) 1,413 (352) 1,306
Interest expense (272) (394) (917) (1,166)
-------- -------- --------- ---------
Earnings before income taxes 14,751 17,900 46,432 50,293
Provision for income taxes 6,028 6,821 18,025 19,341
-------- -------- --------- ---------
Net earnings $ 8,723 $ 11,079 $ 28,407 $ 30,952
======== ======== ========= =========
Basic earnings per common share $ 0.87 $ 1.11 $ 2.82 $ 3.09
======== ======== ========= =========
Diluted earnings per common share $ 0.85 $ 1.09 $ 2.78 $ 3.03
======== ======== ========= =========
Dividends per common share $ 0.13 $ 0.13 $ 0.39 $ 0.39
======== ======== ========= =========
Weighted average shares outstanding:
Basic 10,073 10,012 10,057 10,015
Diluted 10,224 10,199 10,208 10,202
(1) Certain prior year information has been reclassified to conform to current
presentation.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Nine Months Ended
September 30,
2001 2000 (1)
---------- ----------
Cash flows from operating activities:
Net earnings $ 28,407 $ 30,952
---------- ----------
Adjustments to reconcile net earnings to
net cash provided by operating activities
(net of businesses acquired):
Depreciation and amortization 11,271 10,883
Net gains on short-term investments (32) (89)
Net gain on sale of asset 2 1,436
Non-cash pension income (7,551) (6,248)
(Decrease) increase in deferred taxes, net (256) 3,143
Changes in operating assets and liabilities:
Proceeds from sales of trading securities 206,037 204,342
Purchases of trading securities (205,237) (229,241)
(Increase) decrease in receivables (1,681) 5,705
(Increase) decrease in inventories (838) 6,436
Increase (decrease) in progress payments 3,928 (1,967)
Increase (decrease) in accts payable
and accrued exp. 1,771 (1,346)
Increase (decrease) in income taxes payable 5,392 (2,344)
Decrease in other assets 249 1,369
Decrease in other liabilities (2,432) (4,769)
Other, net 486 380
---------- ----------
Total adjustments 11,109 (12,310)
---------- ----------
Net cash provided by operating activities 39,516 18,642
---------- ----------
Cash flows from investing activities:
Proceeds from sales of property, plant
and equipment 643 150
Additions to property, plant and equipment (12,591) (6,383)
Acquisition of new business (1,525) 0
---------- ----------
Net cash used in investing activities (13,473) (6,233)
---------- ----------
Cash flows from financing activities:
Debt repayments (7,751) (5,951)
Dividends paid (2,620) (2,606)
Proceeds from the exercise of stock options 1,309 504
Common stock repurchases (3) (1,495)
---------- ----------
Net cash used in financing activities (9,065) (9,548)
---------- ----------
---------- ----------
Effect of foreign exchange rate changes (1,675) (1,922)
---------- ----------
Net increase in cash and cash equivalents 15,303 939
Cash and cash equivalents at beginning of period 8,692 9,547
---------- ----------
Cash and cash equivalents at end of period $ 23,995 $ 10,486
========== ==========
See notes to consolidated financial statements.
(1) Certain prior year information has been reclassified to conform to current
presentation.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands)
Unearned Accumulated
Portion of Other
Common Capital Retained Restricted Comprehensive Treasury
Stock Surplus Earning Stock Income Stock
------- ------- -------- ---------- ------------- --------
<s> <c> <c> <c> <c> <c> <c>
December 31, 1999 $15,000 $51,599 $376,006 ($24) ($2,622) $181,604
------- ------- -------- ---------- ------------- --------
Net earnings 41,074
Common dividends (5,214)
Restricted stock Issued 1 (15) (14)
Common stock repurchased 1,489
Stock options exercised, net (94) (579)
Amortization of earned portion of 17
Translation adjustments, net (3,004)
------- ------- -------- ---------- ------------- --------
December 31, 2000 $15,000 $51,506 $411,866 ($22) ($5,626) $182,500
------- ------- -------- ---------- ------------- --------
Net earnings 28,407
Common dividends (3,931)
Restricted stock Issued 5 (77) (72)
Common stock repurchased 3
Stock options exercised, net (1,212) (2,444)
Amortization of earned portion of 12
Translation adjustments, net (1,634)
------- ------- -------- ---------- ------------- --------
September 30, 2001 $15,000 $50,299 $436,342 ($87) ($7,260) $179,987
------- ------- -------- ---------- ------------- --------
See notes to consolidated financial statements.
</table>
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
Curtiss-Wright Corporation and its subsidiaries (the "Corporation") is
a diversified multi-national manufacturing and service concern that
designs, manufactures and repairs precision components and systems and
provides highly engineered services to the aerospace, ground defense,
automotive, shipbuilding, oil, petrochemical, agricultural equipment,
railroad, power generation, metalworking and fire & rescue industries.
Operations are conducted through nine manufacturing facilities,
thirty-nine metal treatment service facilities and four component
repair locations.
The information furnished in this report has been prepared in
conformity with generally accepted accounting principles and as such
reflects all adjustments, consisting primarily of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented. The
unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Corporation's 2000 Annual Report on Form 10-K.
The results of operations for these interim periods are not necessarily
indicative of the operating results for a full year. Certain
reclassifications of 2000 amounts have been made in order to conform to
the current presentation.
2. ACQUISITIONS
On March 23, 2001, the Corporation acquired the operating assets of
Solent & Pratt Ltd. Solent & Pratt is a manufacturer of high
performance butterfly valves and has been a global supplier to the
petroleum, petrochemical, chemical and process industries for over 40
years. The operations are located in Bridport, England and will
continue to operate under the Solent & Pratt name.
The Solent & Pratt butterfly valve product line complements products
the Corporation currently offers to its existing markets. The addition
also provides Curtiss-Wright with a European manufacturing presence for
its Flow Control business segment and strengthens its distribution
capabilities in that region.
The Corporation purchased the assets of Solent & Pratt for
approximately $1.5 million in cash and assumed certain liabilities. The
acquisition was accounted for as a purchase in the first quarter of
2001. The excess of the purchase price over the fair value of the net
assets acquired is currently estimated at $1.4 million.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
3. RECEIVABLES
Receivables at September 30, 2001 and December 31, 2000 include amounts
billed to customers and unbilled charges on long-term contracts
consisting of amounts recognized as sales but not billed as of the
dates presented. Substantially all unbilled receivables are expected to
be billed and collected within a year. The composition of receivables
is as follows:
(In thousands)
September 30, December 31,
2001 2000
------------- ------------
Accounts receivable, billed $ 54,201 $ 60,927
Less: progress payments applied (296) (1,508)
------------- ------------
53,905 59,419
------------- ------------
Unbilled charges on long-term contracts 25,255 18,090
Less: progress payments applied (8,074) (7,040)
------------- ------------
17,181 11,050
------------- ------------
Allowance for doubtful accounts (1,213) (2,654)
------------- ------------
Receivable, net $ 69,873 $ 67,815
============= ============
4. INVENTORIES
Inventories are valued at the lower of cost (principally average cost)
or market. The composition of inventories at September 30, 2001 and
December 31, 2000 is as follows:
(In thousands)
September 30, December 31,
2001 2000
------------- ------------
Raw materials $ 14,002 $ 11,955
Work-in-process 10,544 10,815
Finished goods/component parts 34,809 32,621
Inventoried costs related to US government
and other long-term contracts 5,516 5,961
------------- ------------
Gross inventory 64,871 61,352
Less: inventory reserves (12,152) (10,944)
Less: progress payments (4,512) (406)
------------- ------------
Inventories, net $ 48,207 $ 50,002
============= ============
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
5. ENVIRONMENTAL MATTERS
The Corporation establishes a reserve for a potential environmental
responsibility when it concludes that a determination of legal
liability is probable, based upon the advice of counsel. Such amounts,
if quantified, reflect the Corporation's estimate of the amount of that
liability. If only a range of potential liability can be estimated, a
reserve will be established at the low end of that range. Such reserves
represent the current value of anticipated remediation costs not
reduced by any potential recovery from insurance carriers or through
contested third-party legal actions, and are not discounted for the
time value of money.
The Corporation is joined with many other corporations and
municipalities as potentially responsible parties (PRPs) in a number of
environmental cleanup sites, which include but are not limited to the
Sharkey landfill superfund site, Parsippany, New Jersey; Caldwell
Trucking Company superfund site, Fairfield, New Jersey; Pfohl Brothers
landfill site, Cheektowaga, New York; Chemsol, Inc. superfund site,
Piscataway, New Jersey; and Amenia landfill site, Amenia, New York.
The Corporation believes that the outcome of any of these matters would
not have a material adverse effect on the Corporation's results of
operations or financial condition.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
6. SEGMENT INFORMATION
The Corporation conducts its business operations through three
segments: Motion Control, Metal Treatment and Flow Control.
<table>
<caption>
(In thousands)
Three Months Ended September 30, 2001
Motion Metal Treatment Flow Segment Corporate Consolidated
Control Control Total & Other Total
-------------- ---------------- -------------- -------------- -------------- ----------------
<s>
Revenue from external $30,006 $26,501 $22,913 $79,420 $ 0 $79,420
Intersegment revenues 0 115 0 115 (115) 0
Segment operating Income 4,076 4,605 2,424 11,105 (7) 11,098
</table>
<table>
<caption>
(In thousands)
Three Months Ended September 30, 2000
Motion Metal Treatment Flow Segment Corporate Consolidated
Control Control Total & Other Total
-------------- ---------------- -------------- -------------- -------------- ----------------
<s> <c>
Revenue from external $32,614 $25,320 $23,944 $81,878 $ 0 $81,878
Intersegment revenues 0 126 0 126 (126) 0
Segment operating Income 4,537 5,743 3,054 13,334 (312) 13,022
</table>
Reconciliation: (In thousands)
Three months ended
September 30, 2001 September 30, 2000
Total operating income $11,098 $13,022
Investment income, net 834 725
Rental income, net 540 971
Pension income, net 2,864 2,163
Other income (expense), net (313) 1,413
Interest expense (272) (394)
------- -------
Earnings before income taxes $14,751 $17,900
======= =======
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
<table>
<caption>
(In thousands)
Nine Months Ended September 30, 2001
Motion Metal Treatment Flow Segment Corporate Consolidated
Control Control Total & Other Total
-------------- --------------- -------------- ---------------- -------------- -----------------
<s>
Revenue from external $95,691 $81,422 $68,828 $245,941 $ 0 $245,941
Intersegment revenues 0 345 0 345 (345) 0
Segment operating income 14,658 14,985 6,326 35,969 (540) 35,429
Segment assets 95,203 87,385 90,865 273,453 161,497 434,950
</table>
<table>
<caption>
(In thousands)
Nine Months Ended September 30, 2000
Motion Metal Treatment Flow Segment Corporate Consolidated
Control Control Total & Other Total
-------------- --------------- -------------- ---------------- -------------- -----------------
<s>
Revenue from external $92,264 $80,021 $74,880 $247,165 $ 0 $247,165
Intersegment revenues 0 427 0 407 (427) 0
Segment operating Income 11,055 17,966 7,499 36,520 2,620 39,140
Segment assets 106,837 85,388 82,486 274,711 127,946 402,657
</table>
(1) Operating income for corporate and other includes a $2.8 million gain for
the curtailment of postretirement benefits associated with the closing of the
Fairfield, NJ facility and net environmental recoveries of $1.9 million,
partially offset by accrued post employment costs of $.7 million.
Reconciliation: (In thousands)
Nine months ended
September 30, 2001 September 30, 2000
Total operating income $35,429 $39,140
Investment income, net 2,327 1,744
Rental income, net 2,394 3,021
Pension income, net 7,551 6,248
Other expense, net (352) 1,306
Interest expense (917) (1,166)
------- -------
Earnings before income taxes $46,432 $50,293
======= =======
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
7. COMPREHENSIVE INCOME
Total comprehensive income is as follows:
<table>
<caption>
(In thousands)
Three Months Ended Nine Months Ended
Sept. 30, 2001 Sept. 30, 2000 Sept. 30, 2001 Sept. 30, 2000
-------------- -------------- -------------- --------------
<s>
Net earnings $8,723 $11,079 $28,407 $30,952
Foreign currency translations 1,956 242 (1,634) (114)
-------------- -------------- -------------- --------------
Total comprehensive income $10,679 $11,321 $26,773 $30,838
============== ============== ============== ==============
</table>
EARNINGS PER SHARE
Diluted earnings per share were computed based on the weighted average
number of shares outstanding plus all potentially dilutive common
shares issuable for the periods. Dilutive common shares for the three
and nine months ended September 30, 2001 were 151,000, and for the
three and nine months ended September 30, 2000 were 187,000.
CONTINGENCIES AND COMMITMENTS
The Corporation's Drive Technology subsidiary located in Switzerland
entered into sales agreements with two European defense organizations
which contained offset obligations to purchase approximately 43.0
million Swiss francs of product from suppliers of two European
countries over multi-year periods which expire in 2005 and 2007. The
agreements contain a penalty of 5% of the unmet obligation at the end
of the term of the agreements.
The Corporation expects to fully comply with both obligations under
these agreements.
ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES
The Corporation adopted Financial Accounting Standard No. 133
"Accounting for Derivatives and Hedging Activities" effective January
1, 2001. The adoption of this standard had no material effect on the
Corporation's results of operation or financial condition due to its
limited use of derivatives.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
SFAS No. 141, which requires all business combinations to be accounted
for under the purchase method of accounting, is effective for business
combinations initiated after June 30, 2001. Under the new rules of SFAS
No. 142, goodwill will no longer be amortized but will be subject to
annual impairment tests in accordance with the statements. Other
intangible assets will continue to be amortized over their useful
lives. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. Accordingly, the Corporation will apply the new
rules on accounting for goodwill and other intangible assets beginning
in the first quarter of 2002. Application of the non-amortization
provisions of the statement is not expected to have a material effect
on the Corporation's financial statements. The Corporation has not yet
determined what the effect of these impairment tests will be on the
earnings and financial position of the Corporation.
On October 4, 2001, the Financial Accounting Standards Board issued
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets". This statement defines the accounting for long-lived assets to
be held and used, assets held for sale and assets to be disposed of by
other than sale and is effective for fiscal years beginning after
December 15, 2001. The Corporation does not expect the adoption of this
pronouncement to have a material impact on the earnings or financial
position of the Corporation.
12. SALE OF WOOD-RIDGE PROPERTY
On September 21, 2001, the Corporation entered into a definitive
agreement to sell its Wood-Ridge Business Complex, which is located in
Wood-Ridge, New Jersey to experienced real estate professionals. The
purchaser of the property is expected to continue operating the
Business Complex as a rental property to tenants engaged in light
manufacturing, assembly and warehousing operations. The business
complex comprises approximately 2.3 million square feet of rental space
located on 138 acres of land.
The sales price of the property is $51 million. As a condition of the
sale, the Company will retain the responsibility to continue its
environmental remediation efforts on this property in accordance with
the sale agreement. The sale is expected to close in the fourth quarter
of 2001 and generate an after-tax gain of approximately $23.5 million,
or $2.30 per diluted share.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
13. SUBSEQUENT EVENTS
Acquisitions
On November 2, 2001 the Corporation acquired the assets of Lau Defense Systems
("LDS") and the stock of Vista Controls, Inc. ("Vista") from Lau Acquisition
Corporation. LDS and Vista design and manufacture "mission-critical" electronic
control systems primarily for the defense market. Also acquired was LDS'
perimeter intrusion detection security system product line. In addition, an
agreement was reached for the licensing of facial recognition products for
certain U.S. Government and industrial markets. Total sales for the current year
are expected to approximate $50 million. The businesses acquired have operating
facilities located in Littleton, Massachusetts and Santa Clarita, California
with approximately 160 employees. The purchase price of the acquisition, subject
to adjustment as provided for in the purchase agreement, was $41 million in cash
and the assumption of certain liabilities. There are provisions in the agreement
for additional payments upon the achievement of certain financial performance
criteria over the next five years. The acquisition was made from internally
available funds.
On November 6, 2001, the Corporation acquired the commercial heat-treating
business assets of Ironbound Heat Treating Company ("Ironbound"). Ironbound
provides heat-treating services to markets that include tool and die,
automotive, aerospace and medical components and has a customer base of over
1,000. Total annual sales are approximately $3.5 million. The business is
located in Roselle, New Jersey and has approximately 25 employees. The purchase
price of the acquisition, subject to adjustment as provided for in the purchase
agreement, was $4.5 million. The acquisition was made from internally available
funds.
On November 8, 2001, the Corporation acquired the stock of Peerless Instrument
Co, Inc. ("Peerless"). Peerless is an engineering and manufacturing company that
designs and produces custom control components and systems for flow control
applications primarily to the U.S. Nuclear Naval program. Total annual sales are
approximately $14 million. The business is located in Elmhurst, New York and has
approximately 100 employees. The purchase price of the acquisition, subject to
adjustment as provided for in the purchase agreement, was $7 million. The
acquisition was made from internally available funds.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
13. SUBSEQUENT EVENTS (continued)
Re-capitalization Update
On October 26, 2001,Curtiss-Wright Corporation's shareholders approved a series
of transactions previously announced by the Corporation. At a special
shareholders' meeting of Curtiss-Wright, shareholders approved a plan pursuant
to which the Corporation will be re-capitalized to facilitate a tax-free
distribution by Unitrin to its shareholders of its approximately 44% equity
position in Curtiss-Wright. This action is expected to increase the number of
shares held by public shareholders, from about 5.7 million to 10.1 million. It
will also triple Curtiss-Wright's shareholder base from its current 3,500
stockholders to approximately 11,000 stockholders.
Also in connection with the re-capitalization, the corporation's shareholders
approved certain amendments to its Restated Certificate of Incorporation
providing for, among other things, the elimination of the shareholders' ability
to act by written consent or call a special meeting, and the requirement of a
two-thirds vote of shareholders to amend certain provisions of the Restated
Certificate of Incorporation.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
RESULTS of OPERATIONS
For the Three Months Ended September 30, 2001
Sales for the third quarter of 2001 totaled $79.4 million, down 3% from sales of
$81.9 for the third quarter of 2000. New orders for the current quarter of $66.4
million were essentially flat with the prior year quarter and backlog was 11%
lower, at $173.8 million. For the quarter, higher sales of aerospace OEM
products, products provided to the oil and gas markets and shot-peening services
were offset by lower demand for aerospace overhaul and repair services,
softening in our automotive-related businesses and unfavorable foreign exchange
rates, as compared to the prior year. The events of September 11th had an impact
on operating results for the 2001 period, primarily in the commercial aerospace
overhaul and repair market, where the combination of reduced flight schedules
and the grounding of older aircraft has reduced the demand for maintenance
services. The events of September 11th coupled with recent indications of
significantly lower future production schedules by Boeing, are expected to cause
a softening in our OEM Aerospace business.
Operating income for the current quarter of $11.1 million was 15% below that for
the same period in 2000. Operating income for the third quarter of 2001 was
adversely impacted by foreign exchange rates when compared to 2000. In addition,
lower gross profit, higher research and development costs related to new
products and programs, higher general and administrative expenses relative to
increased acquisition activities and our re-capitalization proposal, and a major
contribution of our Power Hawk rescue tool to the September 11th disaster sites
also adversely affected operating income when compared to the comparable prior
year quarter.
Net earnings for the third quarter of 2001 totaled $8.7 million, or $0.85 per
diluted share, which was 14% below normalized net earnings of $10.2 million, or
$1.00 per diluted share in 2000. Reported net earnings for the third quarter of
2000, which totaled $11.1 million, or $1.09 per diluted share, included an
after-tax gain of $0.9 million, or $0.09 per diluted share associated with the
sale of a non-operating facility in Chester, England.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
RESULTS of OPERATIONS
For the Nine Months Ended September 30, 2001
For the first nine months of 2001, sales totaled $245.9 million, a slight
decline from sales of $247.2 million for the first nine months of 2000. New
orders of $237.1 million were 3.2% higher than the nine-month period of 2000.
For the first nine months of 2001, higher sales of aerospace OEM products,
products provided to the oil and gas markets and shot-peening services were
offset by lower demand for aerospace overhaul and repair services, softening in
our automotive-related businesses and unfavorable foreign exchange rates, as
compared to the prior year.
Operating income for the first nine months of 2001 was $35.4 million, down 9% as
compared to reported operating income of $39.1 million for the same period of
2000. However, during the nine-month period of 2000, the Corporation recorded
several unusual items, which added a net amount of $3.8 million to operating
income (see table below for details). Excluding the effect of these items
normalized operating income for 2000 was $35.3 million. Thus, operating income
for the first nine months of 2001 was slightly higher than normalized operating
income for the same period of 2000. This performance was attributable to higher
margins resulting from the continued realization of the benefits of profit
improvement/cost reduction programs, offset partially by unfavorable foreign
exchange rates and start-up related costs for new metal treatment facilities.
Net earnings for the first nine months of 2001 were $28.4 million, or $2.78 per
diluted share, down 8% from reported net earning of $31.0 million for the same
period in 2000. However, during the nine-month period of 2000, the Corporation
recorded several unusual items, which added $3.2 million to net earnings (see
table below for details). Excluding the effect of these items normalized net
earnings for 2000 were $27.7 million, or $2.71 per diluted share. Thus, net
earnings for the first nine months of 2001 were 2.5% higher than normalized net
earnings for the same period of 2000.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
<table>
<caption>
NORMALIZED EARNINGS SUMMARY-QUARTER
OPERATING NET DILUTED
Quarter Ended September 30, 2001
<s>
As Reported $11,098 $8,723 $0.85
Unusual Items 0 0 0.00
------- ------ -----
Normalized $11,098 $8,723 $0.85
======= ====== =====
</table>
<table>
<caption>
Quarter Ended September 30, 2000
As Reported $13,022 $11,079 $1.09
Unusual Item:
Gain on sale of non-operating facility facility 0 (889) (0.09)
------- ------- -----
Normalized $13,022 $10,190 $1.00
======= ======= =====
</table>
<table>
<caption>
NORMALIZED EARNINGS SUMMARY-NINE MONTHS
OPERATING NET DILUTED
Nine Months Ended September 30, 2001
<s>
As Reported $35,429 $28,407 $2.78
Unusual Items 0 0 0.00
------- ------- -----
Normalized $35,429 $28,407 $2.78
======= ======= =====
</table>
<table>
<caption>
Nine Months Ended September 30, 2000
As Reported $39,140 $30,952 $3.03
Unusual Items:
Insurance settlements, net (3,643) (2,235) (0.22)
Environmental costs 1,747 1,072 0.11
Postretirement benefits curtailment (2,767) (1,692) (0.17)
Post employment & other costs 823 503 0.05
Gain on sale of non-operating facility facility 0 (889) (0.09)
------- ------- -----
Normalized $35,300 $27,711 $2.71
======= ======= =====
</table>
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
Operating Performance
Motion Control
Sales for the Corporation's Motion Control segment totaled $30.0 million for the
third quarter of 2001, declining 8% from the comparable period last year and 16%
from the second quarter of 2001. Sales were impacted by some
earlier-than-anticipated shipments of Boeing OEM products in the second quarter
of 2001, which shifted sales away from the current quarter. Despite this shift,
sales for OEM products in the third quarter of this year were higher than the
same period in 2000. Sales declines were attributable to a slowdown in the
aerospace component overhaul and repair area where the events of September 11th
had an impact on commercial airline activity. The combination of reduced flight
schedules and the grounding of older aircraft has reduced the demand for
maintenance activities. The events of September 11th coupled with recent
indications of significantly lower future production schedules by Boeing, are
expected to cause a softening in our OEM Aerospace business.
The third quarter operating income results continued to show improvement in the
operating margin percentages for OEM products. Profit improvement programs have
generated higher margins for the quarter not only compared to last year's third
quarter but also to the second quarter of this year. Advances in this area have
been more than offset by the lower margins in our overhaul and repair area that
have resulted from the lower sales volume mentioned earlier. Also affecting this
segment's operating income for the quarter was the cost of a major contribution
of our Power Hawk rescue tool to the September 11th disaster sites
For the nine-month 2001 period, sales for the Corporation's Motion Control
segment improved 4% to $95.7 million, from $92.3 million in the same period of
2000. Sales improvements were largely a result of higher shipments on the 737
and F-22 products and strong growth in the global defense business as compared
to the prior year. Sales of aerospace repair and overhaul services for the first
nine months of 2001 were lower than the prior year due primarily to softening in
demand for these services. Operating income for the Motion Control segment also
improved comparing the nine-month 2001 period to the prior year. The 2001
performance was due mainly to profit improvements in aerospace OEM products
generated by the consolidation of production facilities and an improved cost
structure.
Metal Treatment
Sales for the Corporation's Metal Treatment segment totaled $26.5 million and
$81.4 million for the third quarter and first nine months of 2001, respectively.
The third quarter's sales, when compared to the same period last year, increased
5%, despite the unfavorable impact of foreign currency exchange rate movements.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
Sales continued to improve in both North American and European shot-peening
operations, while heat-treating operations continued to suffer lower volume as a
result of reduced production levels in the automotive/truck and agricultural
equipment markets. While sales in total have increased over last year, profit
margins have been negatively impacted by costs associated with three new
facilities that were opened during 2000. Performance this year has also been
negatively affected by higher natural gas prices, which are a considerable
expense in the heat-treating operations.
Flow Control
The Corporation's Flow Control segment posted sales of $22.9 million for the
third quarter and $68.8 million for the first nine months of 2001, compared with
sales of $23.9 million and $74.9 million reported in the same respective periods
of 2000. Lower sales during the third quarter and nine-month period of 2001 were
primarily the result of the slowdown in the automotive and heavy truck markets.
Sales for the 2001 periods benefited from increased sales to the U.S. Navy,
which are expected to be approximately 10% higher than the prior year for the
2001 year, strong demand in the petrochemical and oil and gas markets, primarily
for maintenance, repair and overhaul applications and an acquisition that
occurred at the end of the first quarter. Operating margins in the Flow Control
segment were impacted by a slight loss incurred on products associated with the
automotive market.
Corporate and Other
The Corporation had a non-segment operating loss of $0.5 million during the
first nine months of 2001 as compared to $2.6 million of non-segment operating
income in the same period of the prior year. During the nine-month period of
2001, the Corporation recognized re-capitalization costs of $0.4 million, which
were partially offset by a small insurance settlement. Results for the first
nine months of 2000 included a $3.9 million gain, reflecting the recognition of
the curtailment of postretirement benefits associated with the closing of the
Fairfield, New Jersey facility, and environmental insurance settlements, net of
environmental costs, offset partially by non-recurring post-employment expenses.
Other Revenues and Costs
For the third quarter of 2001, the Corporation recorded net non-operating income
(excluding interest expense) of $3.9 million compared to $5.3 million in the
third quarter of 2000. The decline is attributable to the aforementioned gain
associated with the sale of a non-operating facility in Chester, England. For
the first nine months of 2001 net non-operating income (excluding interest
expense) totaled $11.9 million as compared to $12.3 million in the same period
of 2000. Excluding the gain recorded for the facility sale in 2000, comparable
non-operating income for 2001 improved from an increase in non-cash pension
income, reflecting the higher overfunded status of the Corporation's pension
plan and higher net investment income, offset partially by lower net rental
income.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
CHANGES IN FINANCIAL CONDITION:
Liquidity and Capital Resources:
The Corporation's working capital was $162.9 million at September 30, 2001, 9%
above working capital at December 31, 2000 of $149.8 million. The ratio of
current assets to current liabilities was 4.01 to 1 at September 30, 2001,
compared with a current ratio of 3.86 to 1 at December 31, 2000.
Cash, cash equivalents and short-term investments totaled $86.0 million in
aggregate at September 30, 2001, a 20% increase from $71.5 million at the prior
year-end. During 2001, the Corporation repaid two industrial revenue bonds
totaling $5.3 million and paid approximately $2.4 million of its long-term Swiss
debt. In addition, during the first quarter of 2001, the Corporation acquired
the net assets of Solent & Pratt Ltd. for cash, as discussed in Note 2 to the
Consolidated Financial Statements.
Cash flow for the Corporation benefited from a decline in inventories due to
increased progress payments and reserves. Inventory turnover improved to 4.20 at
September 30, 2001 from 3.77 at the prior year-end.
The Corporation has two credit agreements in effect, a Revolving Credit
Agreement and a Short-Term Credit Agreement, aggregating $100.0 million with a
group of five banks. The credit agreements allow for borrowings to take place in
U. S. or certain foreign currencies. The Revolving Credit Agreement commits a
maximum of $60.0 million to the Corporation for cash borrowings and letters of
credit. The unused credit available under this facility at September 30, 2001
was $34.9 million. The commitments made under the Revolving Credit Agreement
expire December 17, 2004, but may be extended annually for successive one-year
periods with the consent of the bank group. The Short-Term Credit Agreement
allows for cash borrowings of $40.0 million, all of which was available at
September 30, 2001. The Short-Term Credit Agreement expires on December 14, 2001
and may be extended, with the consent of the bank group, for an additional
period not to exceed 364 days. Cash borrowings (excluding letters of credit)
under the two credit agreements at September 30, 2001 were at a US Dollar
equivalent of $8.7 million, compared with cash borrowing of $12.2 million at
September 30, 2000. The initial borrowings under these agreements were used to
finance the Drive Technology acquisition in December 1998 and have a remaining
balance of 14 million Swiss francs as of September 30, 2001. The loans had
variable interest rates averaging 4.1% for the first nine months of 2001 and
variable interest rates averaging 3.3% for the first nine months of 2000.
During the first nine months of 2001, internally available funds were adequate
to meet capital expenditures of $12.6 million. Expenditures incurred during 2001
were generally for new and replacement machinery and equipment needed for the
operating segments. During the first nine months of 2001, capital expenditures
amounted to $7.5 million, $3.7 million and $1.2 million for the Metal Treatment,
Motion Control and Flow Control segments, respectively.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
The Corporation is expected to make additional capital expenditures during the
balance of the year, primarily for machinery and equipment for the operating
segments. Funds from internal sources are expected to be adequate to meet
planned capital expenditures, environmental and other obligations for the
remainder of the year.
RECENT DEVELOPMENTS
Wood-Ridge Property Sale
On September 21, 2001, the Corporation entered into a definitive agreement to
sell its Wood-Ridge Business Complex, which is located in Wood-Ridge, New
Jersey. See Note 12 to the Consolidated Financial Statements for further
information.
Re-capitalization Update
On October 26, 2001,Curtiss-Wright Corporation's shareholders approved a series
of transactions previously announced by the Corporation. See Note 13 to the
Consolidated Financial Statements for further information.
Acquisitions
Lau Defense Systems/Vista Controls
On November 2, 2001 the Corporation acquired the assets of Lau Defense Systems
and the stock of Vista Controls, Inc. from Lau Acquisition Corporation. See Note
13 to the Consolidated Financial Statements for further information.
Ironbound Heat Treating
On November 6, 2001, the Corporation acquired the commercial heat-treating
business assets of Ironbound Heat Treating Company. See Note 13 to the
Consolidated Financial Statements for further information.
Peerless Instrument Co.
On November 8, 2001, the Corporation acquired the stock of Peerless Instrument
Co, Inc. See Note 13 to the Consolidated Financial Statements for further
information.
F-35 Joint Strike Fighter Program Update
On October 26th, the Department of Defense awarded the new Joint Strike Fighter
program. As a result, the Corporation will supply design, develop and
manufacture the rotary actuators and torque shaft assemblies for the Leading
Edge Flap Actuation System of this program. The current expectations are for
3,000 planes to be built.
<page>
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
RECENTLY ISSUED ACCOUNTING STANDARDS
As discussed in Note 11 to the Consolidated Financial Statements, in July 2001
the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 141 "Business combinations" and No. 142 "Goodwill and
Other Intangible Assets". Generally, the new rules eliminate the use of the
"pooling of interests" method of accounting for a business combination effective
for acquisitions initiated after June 30, 2001. In addition, the new rules
eliminate the amortization of goodwill effective for years beginning after
December 15, 2001 but subjects goodwill to an annual impairment test in
accordance with the new rules. Application of the non- amortization provisions
of the statement is not expected to have a material effect on the Corporation's
financial statements. The Corporation has not yet determined what the effect of
these tests will be on the earnings and financial position of the Corporation.
As discussed in Note 11 to the Consolidated Financial Statements, on October 4,
2001, the Financial Accounting Standards Board issued SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets". This statement clarifies
the accounting for long-lived assets to be held and used, assets held for sale
and assets to be disposed of by other than sale and is effective for fiscal
years beginning after December 15, 2001. The Corporation does not expect the
adoption of this pronouncement to have a material impact on the earnings or
financial position of the Corporation.
<page>
PART I - ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation is exposed to certain market risks from changes in interest
rates and foreign currency exchange rates as a result of its global operating
and financing activities. Although foreign currency translation had an unusually
adverse impact on sales and operating income in 2000 and the nine months of
2001, the Corporation seeks to minimize the risks from these interest rate and
foreign currency exchange rate fluctuations through its normal operating and
financing activities and, when deemed appropriate, through the use of derivative
financial instruments. The Corporation did not use such instruments for trading
or other speculative purposes and did not use leveraged derivative financial
instruments during the nine months of 2001. Information regarding the
Corporation's market risk and market risk management polices is more fully
described in Item 7A. "Quantitative and Qualitative Disclosures about Market
Risk" of the Corporation Annual Report on Form 10-K for year ended December 31,
2000.
Forward-Looking Information
Except for historical information contained herein, this Quarterly Report on
Form 10-Q does contain "forward looking" information within the meaning of
Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act
of 1934. Examples of forward looking information include, but are not limited
to, (a) projections of or statements regarding return on investment, future
earnings, interest income, other income, earnings or loss per share, investment
mix and quality, growth prospects, capital structure and other financial terms,
(b) statements of plans and objectives of management, (c) statements of future
economic performance, and (d) statements of assumptions, such as economic
conditions underlying other statements. Such forward looking information can be
identified by the use of forward looking terminology such as "believes,"
"expects," "may," "will," "should," "anticipates," or the negative of any of the
foregoing or other variations thereon or comparable terminology, or by
discussion of strategy. No assurance can be given that the future results
described by the forward-looking information will be achieved. Such statements
are subject to risks, uncertainties, and other factors which are outside our
control that could cause actual results to differ materially from future results
expressed or implied by such forward looking information. Readers are cautioned
not to put undue reliance on such forward-looking information. Such statements
in this Report include, without limitation, those contained in Part I, Item 2,
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Notes to the Consolidated Financial Statements including,
without limitation, the Environmental Matters Note. Important factors that could
cause the actual results to differ materially from those in these
forward-looking statements include, among other items, (i) a reduction in
anticipated orders; (ii) an economic downturn; (iii) unanticipated environmental
remediation expenses or claims; (iv) changes in the need for additional
machinery and equipment and/or in the cost for the expansion of the
Corporation's operations; (v) changes in the competitive marketplace and/or
customer requirements; (vi) an inability to perform customer contracts at
anticipated cost levels and (vii) other factors that generally affect the
business of companies operating in the Corporation's Segments.
<page>
PART II - OTHER INFORMATION
Item 4. SUBMISSION of MATTERS to a VOTE of SECURITY HOLDERS
On October 26, 2001, the Registrant held a special meeting of stockholders. The
matters submitted to a vote by the stockholders were: (1) the adoption the
re-capitalization plan, pursuant to which Unitrin stockholders will become the
holder of shares of a new class of Company common stock having the right to
elect at least 80% of the Company's board of directors, while all other shares
of the Company's common stock will be entitled to elect the remaining members of
the board of directors; (2) a limitation on the size of the board; (3) the
elimination of the ability of stockholders to act by written consent and to
require that all stockholder action be taken at an annual or special meeting;
(4) the elimination of the ability of stockholders to call a special meeting;
and (5) the approval of 66 2/3% of the outstanding shares of the Company's stock
entitled to vote, voting together as a single class, to alter, amend, rescind or
repeal any of the Company's bylaws by stockholder action or to adopt or modify
the provisions of our certificate of incorporation relating to this proposed
supermajority voting provision or the proposed changes to the Company's
certificate of incorporation described previously.
At the Meeting, holders of shares of Common Stock cast votes for and against,
and abstained from voting with respect to the following proposals:
FOR AGAINST ABSTAIN
Proposal 1
Re-capitalization
All shareholders 6,966,810 2,478,028 8,087
Other than Unitrin 2,584,410 2,478,028 8,087
Proposal 2
Board Size Proposal 6,479,991 2,940,313 32,621
Proposal 3
Written Consent Proposal 6,005,307 3,429,185 18,433
Proposal 4
Special Meeting Proposal 6,005,715 3,436,423 10,787
Proposal 5
Supermajority Voting Proposal 5,955,615 3,484,719 12,590
<page>
Item 5. OTHER MATTERS
Acquisition or Disposition of Assets
(a) On November 2, 2001, Curtiss-Wright Corporation (the "Company") acquired
substantially all of the assets of the Lau Defense Systems LLC (LDS) and all of
the stock of the Vista Controls Corporation (VCC) subsidiaries of Lau
Acquisition Corporation ("Lau"), for a purchase price of $41 million subject to
certain adjustments as provided for in the Asset Purchase and Sale Agreement
(the "Agreement"). In addition, there are provisions for additional earn out
payments over the next five years based upon the achievement of certain gross
margin level benchmarks that have been established. The purchase price was
determined as a result of arm's length negotiations between senior management of
the Company and Lau. The acquired businesses generated combined sales of $41
million in 2000.
Pursuant to the terms and conditions of the Agreement, the Company purchased the
leasehold interests, receivables, inventory, fixed assets, patents, trade names
and trademarks, and intangibles and assumed certain liabilities, such as
accounts payable and accrued expenses, of the manufacturing and distribution
operations of the two Lau business units (the "Purchased Assets").
The acquired business units, located in Littleton, Massachusetts and Santa
Clarita, California, are intended to operate as part of Curtiss-Wright Flight
Systems, Inc., a wholly owned subsidiary of the Company. All the facilities will
operate in their current locations and with the current management team and
employee workforce.
The description of the acquisition transaction set forth herein is qualified in
its entirety by reference to the Asset Purchase Agreement, which is incorporated
as Exhibit 2.1.
(b) Certain of the Purchased Assets of Lau constitute equipment and other
physical property, particularly furniture, fixtures and leasehold improvements
used in the business of Lau as described elsewhere herein, and the Company
intends to continue such use.
<page>
Item 6. EXHIBITS and REPORTS on FORM 8-K
(a) Exhibits
2.1 Second Amended and Restated Distribution
Agreement, dated as of August 17, 2001, between the
Company and Unitrin, Inc. (incorporated by reference
to Appendix A to the Company's Schedule 14C with
respect to the re-capitalization of the Company
dated September 5, 2001.)
2.2 Second Amended and Restated Agreement and Plan
of Merger, dated as of August 17, 2001, among the
Company, Unitrin, Inc., and CW Disposition Company
(incorporated by reference to Appendix B to the
Company's Schedule 14C with respect to the
re-capitalization of the Company dated September 5,
2001
2.3 Asset Purchase and Sale Agreement dated October
25, 2001 between Lau Acquisition Corporation, Lau
Defense Systems, LLC, Vista Controls Corporation and
Curtiss-Wright Corporation.
10.1 Change In Control Severance Protection
Agreement dated July 9, 2001 between the Registrant
and Chief Executive Officer of the Registrant
10.2 Standard Change In Control Severance Protection
Agreement dated July 9, 2001 between the Registrant
and Key Executives of the Registrant (replacing
Standard Severance Protection Agreement dated June
19, 1998 between the Registrant and Officers of the
Registrant, incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1998)
99.1 Press release of Curtiss-Wright Corporation
dated November 2, 2001.
(b) Reports on Form 8-K
The Registrant did not file any report on Form 8-K
during the quarter ended September 30, 2001
<page>
SIGNATURES
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/ Glenn E. Tynan
------------------
Glenn E. Tynan
Corporate Controller
(Chief Accounting Officer)
Dated: November 14, 2001