-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QF+8gOniKMuYpfyVwQyaY7tNzdTYHAkmj4GCKjBqX4n00Y1NlFsdPYbrUg0YWY8T GeJDDEr0lzMkZ4BkGFVzRw== 0000026324-97-000012.txt : 19971106 0000026324-97-000012.hdr.sgml : 19971106 ACCESSION NUMBER: 0000026324-97-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971105 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CURTISS WRIGHT CORP CENTRAL INDEX KEY: 0000026324 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 130612970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-00134 FILM NUMBER: 97708081 BUSINESS ADDRESS: STREET 1: 1200 WALL ST W CITY: LYNDHURST STATE: NJ ZIP: 07071 BUSINESS PHONE: 2018968400 MAIL ADDRESS: STREET 1: 1200 WALL ST W CITY: LYNDHURST STATE: NJ ZIP: 07071 10-Q 1 FORM 10-Q FILING 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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 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: 5,089,039 shares (as of October 24, 1997) Page 1 of 17 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 - 9 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 14 Forward-Looking Statements 15 PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K 16 -2- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands) September 30, December 31, 1997 1996 Assets: Cash and cash equivalents $ 5,879 $ 6,317 Short-term investments 62,554 55,674 Receivables, net 43,765 37,708 Deferred tax asset 7,925 8,769 Inventories 47,306 46,987 Other current assets 2,155 2,378 -------- -------- Total current assets 169,584 157,833 -------- -------- Property, plant and equipment, at cost 217,290 210,230 Less, accumulated depreciation 152,175 146,268 -------- -------- Property, plant and equipment, net 65,115 63,962 Prepaid pension costs 37,612 35,016 Other assets 8,776 10,353 -------- -------- Total assets $281,087 $267,164 ======== ======== Liabilities: Accounts payable and accrued expenses $ 26,113 $ 25,206 Dividends payable 1,272 Income taxes payable 3,832 3,189 Other current liabilities 10,442 14,021 -------- -------- Total current liabilities 41,659 42,416 -------- -------- Long-term debt 10,347 10,347 Deferred income taxes 8,556 8,686 Other liabilities 22,861 22,352 -------- -------- Total liabilities 83,423 83,801 -------- -------- Stockholders' equity: Common stock, $1 par value 10,000 10,000 Capital surplus 57,032 57,127 Retained earnings 316,006 299,740 Unearned portion of restricted stock (385) (608) Equity adjustments from foreign currency translation (3,902) (1,506) -------- -------- 378,751 364,753 Less, cost of treasury stock 181,087 181,390 -------- -------- Total stockholders' equity 197,664 183,363 -------- -------- Total liabilities and stockholders' equity $281,087 $267,164 ======== ======== See notes to consolidated financial statements. -3- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of EARNINGS (UNAUDITED) (In thousands except per share data) Nine Months Ended Three Months Ended September 30, September 30, 1997 1996(1) 1997 1996(1) Net sales $160,237 $124,440 $52,677 $44,881 Cost of sales 105,466 83,662 33,675 30,500 -------- -------- ------- ------- Gross margin 54,771 40,778 19,002 14,381 Research and development costs 1,441 564 495 254 Selling expenses 4,333 4,663 1,423 1,433 General and administrative 25,217 19,435 8,564 7,388 -------- -------- ------- ------- Operating income 23,780 16,116 8,520 5,306 Investment income, net 2,488 2,348 640 813 Rental income, net 2,195 2,119 454 898 Other income (expense), net 2,104 (270) 2,355 (24) Interest expense 307 284 118 91 -------- -------- ------- -------- Earnings before taxes 30,260 20,029 11,851 6,902 Provision for taxes 10,179 7,068 3,775 2,458 -------- -------- ------- ------- Net earnings $ 20,081 $ 12,961 $ 8,076 $ 4,444 ======== ======== ======= ======= Weighted average number of common shares outstanding 5,085 5,079 5,085 5,078 ===== ===== ===== ===== Earnings per common share $3.95 $2.55 $1.59 $0.88 ===== ===== ===== ===== Dividends per common share $0.75 $0.75 $0.25 $0.25 ===== ===== ===== ===== (1) Prior year information has been restated to conform to current presentation. See notes to consolidated financial statements. -4- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of CASH FLOWS (UNAUDITED) (In thousands) Nine Months Ended September 30, ---------------------- 1997 1996 ---- ---- Cash flows from operating activities: Net earnings $20,081 $12,961 ------- ------- Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 7,124 6,690 Net gains on short-term investments (1,309) (600) Net gains on sales of excess property (2,008) Increase in deferred taxes 714 609 Changes in operating assets and liabilities: Proceeds from sales of trading securities 190,006 230,501 Purchases of trading securities (196,079) (219,806) Increase in receivables (3,141) (1,908) Increase in inventory (3,631) (7,298) Increase in progress payments 396 2,091 Increase in accounts payable and accrued expenses 907 6,312 Increase (decrease) in income taxes payable 643 (238) Increase in other assets (2,421) (2,727) Decrease in other liabilities (2,568) (45) Other, net (1,642) (475) --------- --------- Total adjustments (13,009) 13,106 --------- --------- Net cash provided by operating activities 7,072 26,067 --------- --------- Cash flows from investing activities: Proceeds from sales of real estate and equipment 3,493 464 Additions to property, plant and equipment (8,460) (8,767) Acquisition of Accessory Services business (16,621) Net cash used by investing activities (4,967) (24,924) --------- --------- Cash flows from financing activities: Dividends paid (2,543) (2,539) --------- --------- Net cash used by financing activities (2,543) (2,539) --------- --------- Net decrease in cash and cash equivalents ( 438) (1,396) Cash and cash equivalents at beginning of period 6,317 8,865 --------- --------- Cash and cash equivalents at end of period $ 5,879 $ 7,469 ======== ========= See notes to consolidated financial statements. -5- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of STOCKHOLDERS' EQUITY (UNAUDITED) (In thousands)
Equity Unearned Adjustments Portion of from Foreign Common Capital Retained Restricted Currency Treasury Stock Surplus Earnings Stock Awards Translation Stock December 31, 1995 $10,000 $57,141 $288,710 $(780) $(1,330) $181,562 Net earnings 16,109 Common dividends (5,079) Stock awards issued 10 (93) (83) Stock options exercised (24) (89) Amortization of earned portion of restricted stock 265 Translation adjustments, net (176) ------- ------- -------- ------ -------- --------- December 31, 1996 10,000 57,127 299,740 (608) (1,506) 181,390 Net earnings 20,081 Common dividends (3,815) Stock options exercised (95) (303) Amortization of earned portion of restricted stock 223 Translation adjustments, net (2,396) ------- ------- -------- ------ -------- --------- September 30, 1997 $10,000 $57,032 $316,006 $(385) $(3,902) $181,087 ======= ======= ======== ====== ======== ========= See notes to consolidated financial statements.
-6- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS of PRESENTATION Curtiss-Wright Corporation (the "Corporation") is a diversified multi-national manufacturing and service concern that designs, manufactures and overhauls precision components and systems and provides highly engineered services to the aerospace, automotive, shipbuilding, oil, petrochemical, agricultural equipment, power generation, metal working and fire & rescue industries. Operations are conducted principally by three wholly-owned subsidiaries: Curtiss-Wright Flight Systems, Inc., Metal Improvement Company, Inc. and Curtiss-Wright Flow Control Corporation. The group's principal operations include three domestic manufacturing facilities, thirty-four Metal Improvement service facilities located in North America and Europe, and five component overhaul 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 1996 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. 2. RECEIVABLES Receivables, at September 30, 1997 and December 31, 1996, include amounts billed to customers and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed at the dates presented. Substantially all amounts of unbilled receivables are expected to be billed and collected within a year. The composition of receivables for those periods is as follows: (In thousands) September 30, December 31, 1997 1996 Accounts receivable, billed $46,252 $37,253 Less: progress payments applied 6,752 5,701 39,500 31,552 -------- -------- Unbilled charges on long-term contracts 14,168 19,761 Less: progress payments applied 8,081 12,048 -------- -------- 6,087 7,713 -------- -------- Allowance for doubtful accounts (1,822) (1,557) -------- -------- Receivables, net $43,765 $37,708 ======== ======== -7- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued (UNAUDITED) 3. INVENTORIES Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories at September 30, 1997 and December 31, 1996 is as follows: (In thousands) September 30, December 31, 1997 1996 Raw materials $ 4,992 $ 4,653 Work-in-process 25,358 25,128 Finished goods 17,747 15,817 Inventoried costs related to U.S. Government and other long-term contracts 7,439 6,307 ------- ------- Total inventories 55,536 51,905 Less: progress payments applied, principally related to long-term contracts 8,230 4,918 ------- ------- Net inventories $47,306 $46,987 ======= ======= 4. ENVIRONMENTAL MATTERS The Corporation establishes a reserve for a potential environmental responsibility when it concludes that a determination of legal liability is probable. 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 today's values of anticipated remediation 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 reponsible parties (PRPs) in a number of environmental cleanup sites, which include the Sharkey Landfill Superfund Site, Parsippany, N. J., Caldwell Trucking Company Superfund Site, Fairfield, N. J., and Pfohl Brothers Landfill Site, Cheektowaga, N. Y., identified to date as the most significant sites. Other environmental sites in which the Corporation is involved include but are not limited to Chemsol, Inc. Superfund Site, Piscataway, N. J., and PJP Landfill, Jersey City, N. J. -8- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued (UNAUDITED) 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. 5. EARNINGS PER SHARE Earnings per share were computed by dividing the applicable amount of earnings by the weighted average number of common shares outstanding during each period shown in the accompanying Consolidated Statements of Earnings. The assumed exercise of outstanding stock options had an immaterial dilutive effect on earnings per share in each respective period. 6. RECENTLY ISSUED ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share" ("SFAS No. 128"). This statement simplifies the standards for computing earnings per share ("EPS"), making them comparable to international EPS standards and amends certain disclosure requirements regarding EPS. The Corporation plans to adopt this statement for interim and annual periods ending after December 15, 1997 which is the statement's effective date. The statement is not expected to have a material impact on the Corporation. -9- PART I - ITEM 2 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS RESULTS of OPERATIONS Curtiss-Wright Corporation posted a 17% increase in sales and a 61% increase in its operating earnings for the third quarter of 1997, as compared with the third quarter of 1996. Operating earnings for the third quarter of 1997 totaled $8.5 million on sales of $52.7 million, compared with operating earnings of $5.3 million and sales of $44.9 million for the same prior year period. New orders received during the 1997 period also increased, totaling $53.6 million, an increase of 46% when compared with orders of $36.6 million received in the same period of 1996. Net earnings totaled $8.1 million, or $1.59 per share for the third quarter of 1997, including $2.0 million or $.39 per share from the sales of excess real estate. Net earnings for the third quarter of 1996 were $4.4 million or $.88 per share. Net earnings for the third quarter of 1997 exceeded those of the same period of 1996 by 82% and would have represented a 37% improvement without those property sales. For the first nine months of 1997 the Corporation's operating income rose 48% to $23.8 million, compared with operating income of $16.1 million for the same 1996 period. Overall, net earnings totaled $20.1 million or $3.95 per share, a 55% improvement over net earnings of $13.0 million or $2.55 per share, posted for the first nine months of 1996. Excluding gains generated by the third quarter 1997 property sales, net earnings of $18.1 million for the nine-month period were 39% above those of the same 1996 period, and represented the highest earnings for the first nine months in eight years. Sales for the first nine months of 1997 were $160.2 million, 29% higher than sales of $124.4 million posted in the same nine-month period of 1996. New orders received in the 1997 period totaled $152.7 million, compared with new orders of $119.2 million received during the same period of 1996. Segment Performance The Corporation's Aerospace & Marine segment posted substantially improved results for both the third quarter and first nine months of 1997 when compared with those for the same respective periods of 1996. Sales increased 29% in the third quarter of 1997 to $38.1 million from sales in the same quarter of the prior year and totaled $115.6 million for the nine-month 1997 period, 48% higher than those for the same nine-month period of 1996. Operating income also increased substantially when comparing both the third quarter and first nine months of 1997 with the same respective periods of 1996. Sales and operating income improvements in the Aerospace & Marine segment are reflective of a high sales volume of metal-treating services. Sales of shot-peening, peen-forming and heat-treating services to aerospace customers have increased significantly when comparing 1997 results with those of the prior year. Operating income from such services also has increased significantly in the third quarter and first nine months of 1997. -10- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued Aerospace & Marine segment results for the third quarter and first nine months of 1997 have also benefited from increased contributions from our overhaul and repair businesses. Sales of overhaul services improved 39% and 78% for the third quarter and first nine-month periods of 1997, as compared with the same respective periods of 1996. Sales for the nine-month 1997 period reflect a full period of contributions from our Miami-based facility, acquired in May 1996. In the aggregate, sales of overhaul and repair services accounted for 31% of Aerospace & Marine segment sales for the first nine months of 1997, compared with 25% for the same period of 1996. The Corporation also posted significant increases in sales of its OEM commercial actuation systems when comparing the third quarter and first nine months of 1997 with the same respective periods of 1996. Sales increases in OEM products are attributable to the high level of production being generated for Boeing jetliners. New Boeing programs and increased build rates on traditional programs have contributed to a production sales growth of 124% in the 1997 nine-month period over the same period of 1996. Despite significant increases in sales associated with the new Boeing programs, operating income has been impaired as a result of additions to the work force and associated high levels of manufacturing variations. Operating income was further impaired by the timing and magnitude of production work in response to Boeing's aggressive ramp-up during the nine month 1997 period. Also reducing Aerospace & Marine operating income for the first nine months of 1997 were military development program cost overruns, most of which occurred earlier in the year. New orders received by the Aerospace & Marine segment in the third quarter of 1997 totaled $36.2 million, 67% above orders of $21.6 million received in the third quarter of 1996. New orders improved 37% when comparing the first nine months of 1997 with the same prior year period. Increases in new orders for both 1997 periods largely reflect the current high sales volumes generated by our overhaul and metal- treating service businesses. In addition, during the third quarter of 1997, the Corporation received an initial contract award, valued at $2.4 million, from Sino Swearingen Aircraft Company of San Antonio, Texas for trailing edge wing-flap drive systems for the new SJ30-2 Business Jet. The Corporation currently supplies flap drive systems for various commercial and military aircraft, and this is its first program providing such components to the business jet market. The Corporation's Industrial segment posted slight declines in sales for both the third quarter and first nine months of 1997, as compared to the same respective periods of 1996. Sales for industrial products totaled $14.6 million for the third quarter of 1997, 5% below sales of $15.4 million posted in the same prior year period, while sales totaling $44.6 million for the nine-month 1997 period are 3% below the $46.1 million for the first nine months of 1996. This slight decline in sales of the Industrial segment was attributed to a softening of selective industrial markets serviced by our metal-treating businesses. Sales in the commercial valve area also declined for the third quarter and first nine month periods of 1997, as compared with those same periods of 1996 because of the high level of field service and spare parts sales experienced in the 1996 periods but not realized in 1997. For the third quarter and first nine months of 1997, sales of the Industrial segment benefited in part from increased market acceptance of its new rescue tool products. -11- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued Despite declining sales, operating income of the Industrial segment improved slightly in the third quarter and first nine months of 1997 in comparison to results of the same 1996 periods. Operating income for the 1996 periods had been hampered by non-recurring costs associated with our metal-treating businesses. New orders received by the Industrial segment improved in both the third quarter and first nine-month periods of 1997 when compared with the same respective prior year periods. The Corporation has received commercial nuclear valve orders for Korean power plants totaling approximately $5.0 million during the first nine months of 1997. Non-Operating Revenue and Costs The Corporation recorded non-operating net revenue totaling $3.4 million for the third quarter of 1997 compared with $1.7 million for the third quarter of 1996. Non- operating net revenue totaled $6.8 million for the first nine months of 1997 compared with $4.2 million for the first nine months of 1996. The significant increase in non-operating revenue for both 1997 periods was due to the sale by the Corporation of two parcels of land during the third quarter of 1997 for a combined price of approximately $3,450,000. The undeveloped land consisted of approximately 655 acres located in Hardwick Township, New Jersey and 33 acres located in Nantucket, Massachusetts. The Corporation recognized net earnings of $2,008,000 or $.39 per share, which reflects tax benefits from the application of a capital-loss carryforward to the gains realized on the sales. Administrative expenses for the Corporation as a whole increased for the third quarter and first nine month periods of 1997, as compared with those same respective periods of 1996. Impacting third quarter and nine-month 1997 administrative costs were significantly increased expenses for legal services provided in defense or pursuit of environmental and related claims. Partially offsetting these increased expenses was higher accrued non-cash income generated from the Corporation's overfunded pension plan. Net pension income increased slightly, totaling $2.6 million for the first nine months of 1997, compared with $2.3 million for the same period of 1996. In the aggregate, administrative expenses have remained largely consistent as a percentage of sales for both the 1997 and 1996 periods. -12- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued CHANGES IN FINANCIAL CONDITION: Liquidity and Capital Resources: The Corporation's working capital was $127.9 million at September 30, 1997, a 9% increase from working capital at December 31, 1996 of $115.4 million. The ratio of current assets to current liabilities was 4.07 to 1 at September 30, 1997, compared with a current ratio of 3.72 to 1 at December 31, 1996. Cash, cash equivalents and short-term investments totaled $68.4 million in aggregate at September 30, 1997, a 10% increase from $62.0 million at the prior year end. Changes in working capital reflect a substantial increase in accounts receivable from customers primarily due to the increase in sales comparing the third quarter of 1997 to sales totals for the last quarter of 1996. Gross inventory also increased due to a high level of finished goods maintained at our component overhaul and repair businesses but was offset by increased progress payments received under long-term government contracts. Working capital was also improved through a reduction in the current portion of amounts held in reserve for the environmental remediation program at the Corporation's Wood-Ridge, New Jersey Business Complex as a result of the expenditure of $2.7 million on remediation efforts during the first nine months of 1997. Partially offsetting the increase in working capital was an increase in accounts payable and accrued expenses at September 30, 1997, from December 31, 1996, and accrued dividends payable for the third quarter of 1997. The Corporation continues to maintain its $22.5 million revolving credit lending facility and its $22.5 million short-term credit agreement, which provide additional sources of capital to the Corporation. The revolving credit agreement, of which $10.8 million remains unused at September 30, 1997, encompasses various letters of credit issued primarily in connection with outstanding industrial revenue bonds. There were no cash borrowings during the first nine months of 1997 and no outstanding balances for borrowed funds under the agreement at September 30, 1997. During the first nine months of 1997, internally generated funds were adequate to meet capital expenditures of $8.5 million. Expenditures incurred during the first nine months of 1997 primarily related to expansion of the Corporation's metal-treating business, including newly established facilities in Belgium and Southern Germany. The Corporation has also made significant capital investments for machinery and equipment at its newly expanded Shelby, North Carolina facility. Projected funds from operating sources and the Corporation's short-term investments are expected to be more than adequate in 1997 to cover the costs of planned expansion. Capital expenditures of approximately $4.3 million are anticipated for the balance of the year along with $1.4 million of anticipated expenditures connected with environmental remediation programs at the Corporation's Wood-Ridge, New Jersey Business Complex. -13- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued Recently Issued Accounting Standards: As discussed in Note 6 to the Consolidated Financial Statements, the Corporation plans to adopt SFAS No. 128, "Earnings per Share," for interim and annual periods ending after December 15, 1997 as required by the statement. The adoption of SFAS No. 128 is not expected to have a material impact on the Corporation. -14- FORWARD-LOOKING STATEMENTS Because forward-looking statements involve risks and uncertainties, actual results may differ materially from those which are expressed or implied. Such statements in this report include those contained in (a) the Environmental Matters note to the Consolidated Financial Statements and (b) information relating to future capital expenditures contained in the Changes in Financial Condition portion of the MD&A section hereof. Important factors that could cause the actual results to differ materially from those in these forward-looking statements include, among other items, (I) unanticipated environmental remediation expenses or claims; (ii) a reduction in anticipated orders; (iii) an economic downturn; (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 aerospace, marine and industrial companies. -15- PART II - OTHER INFORMATION Item 6EXHIBITS and REPORTS on FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedules (Page 17) (b) Reports on Form 8-K The Registrant did not file any report on Form 8-K during the quarter ended September 30, 1997. 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 undesigned thereunto duly authorized. CURTISS-WRIGHT CORPORATION (Registrant) By: /s Robert A. Bosi Robert A. Bosi Vice President-Finance By: /s Kenneth P. Slezak Kenneth P. Slezak Controller Dated: November 5, 1997 -16- EX-27 2 FINANCIAL DATA SCHEDULE
5 1000 9-MOS DEC-31-1997 SEP-30-1997 5,879 62,554 48,587 1,822 47,306 169,584 217,290 152,175 281,087 41,659 10,347 0 0 10,000 187,664 281,087 160,237 167,024 105,466 136,457 0 0 307 30,260 10,179 20,081 0 0 0 20,081 3.95 3.95
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