Curtiss Wright Corp 10-Q for FY2026 Q3
Curtiss Wright Corp (CW)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Curtiss Wright Corp filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Curtiss-Wright Corporation reported third-quarter sales of $953 million, up 10%, and operating income of $188 million, up 13%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $952.59M
- up 9.6% from $869.17M a year earlier
- Net income
- $138.89M
- up 11.3% from net income of $124.83M a year earlier
- Diluted EPS
- $3.77
- up 13.9% from $3.31 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
or
For the transition period from _________ to _______
Commission File Number 1-134
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| | |||||||||||
| (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 | ||||||
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.
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).
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.
| ☒ | 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: 36,272,260 shares as of October 31, 2026.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
TABLE of CONTENTS
| PART I – FINANCIAL INFORMATION | PAGE | ||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II – OTHER INFORMATION | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
Page 3
PART 1- FINANCIAL INFORMATION
Item 1. Financial Statements
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (In thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Product sales | $ | $ | $ | $ | |||||||||||||||||||
| Service sales | |||||||||||||||||||||||
| Total net sales | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Cost of product sales | |||||||||||||||||||||||
| Cost of service sales | |||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Restructuring expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Dividends per share | |||||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| See notes to condensed consolidated financial statements | |||||||||||||||||||||||
Page 4
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
Foreign currency translation adjustments, net of tax (1) | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Pension and postretirement adjustments, net of tax (1) | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
(1) The tax benefit/(expense) included in foreign currency translation adjustments and pension and postretirement adjustments for the three and nine months ended September 30, 2026 and September 30, 2025 was immaterial.
See notes to condensed consolidated financial statements
Page 5
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except per share data)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Receivables, net | ||||||||||||||
| Inventories, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||||
| Prepaid pension asset | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term and short-term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued expenses | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred tax liabilities, net | ||||||||||||||
| Accrued pension and other postretirement benefit costs | ||||||||||||||
| Long-term operating lease liability | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Contingencies and commitments (Note 12) | ||||||||||||||
| Stockholders’ equity | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
Common treasury stock, at cost ( | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
| See notes to condensed consolidated financial statements | ||||||||||||||
Page 6
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss/(gain) on sale/disposal of long-lived assets | ( | ||||||||||
| Deferred income taxes | |||||||||||
| Share-based compensation | |||||||||||
| Non-cash restructuring charges | |||||||||||
| Change in operating assets and liabilities, net of businesses acquired: | |||||||||||
| Receivables, net | ( | ( | |||||||||
| Inventories, net | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Pension and postretirement liabilities, net | ( | ( | |||||||||
| Other current and long-term assets and liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale/disposal of long-lived assets | |||||||||||
| Additions to property, plant, and equipment | ( | ( | |||||||||
| Grant proceeds for property, plant, and equipment | |||||||||||
| Proceeds from sale of equity securities | |||||||||||
| Additional consideration paid on prior year acquisitions | ( | ||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings under revolving credit facilities | |||||||||||
| Payments of revolving credit facilities | ( | ( | |||||||||
| Principal payments on debt | ( | ||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Proceeds from share-based compensation | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash used for financing activities | ( | ( | |||||||||
| Effect of exchange-rate changes on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| 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, 2026 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | |||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ||||||||||||||||||||||||
| Restricted stock | — | ( | — | — | |||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
Repurchase of common stock (1) | — | — | — | — | ( | ||||||||||||||||||||||||
| Other | — | ( | — | — | |||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| For the three months ended September 30, 2026 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | |||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ||||||||||||||||||||||||
| Restricted stock | — | ( | — | — | |||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||
Repurchase of common stock (1) | — | — | — | — | ( | ||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
Page 8
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands)
| For the nine months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | |||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ||||||||||||||||||||||||
| Restricted stock | — | ( | — | — | |||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
Repurchase of common stock (1) | — | — | — | — | ( | ||||||||||||||||||||||||
| Other | — | ( | — | — | |||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| For the three months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | |||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ||||||||||||||||||||||||
| Restricted stock | — | ( | — | — | |||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||
Repurchase of common stock (1) | — | — | — | — | ( | ||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
(1) For the three and nine months ended September 30, 2026, the Corporation repurchased approximately 538,000 and 580,000 shares of its common stock, respectively. For the three and nine months ended September 30, 2025, the Corporation repurchased approximately 582,000 and 684,000 shares of its common stock, respectively.
See notes to condensed consolidated financial statements
Page 9
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
Curtiss-Wright Corporation along with its subsidiaries ("we," the "Corporation," or the "Company") is a global integrated business that provides highly engineered products, solutions, and services mainly to aerospace & defense (A&D) markets, as well as critical technologies in demanding commercial power, process, and 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, 2026 and 2025, 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 2025 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.
Recently issued accounting standards adopted
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides guidance on the recognition, measurement, and presentation of government grants. The ASU is effective for annual reporting periods beginning with the year ending December 31, 2028, including interim periods within that period. The Company early adopted this standard beginning in the first quarter of 2026 using the modified prospective approach.
New accounting pronouncements not yet adopted
In December 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about certain income statement line items in the notes to the financial statements. The ASU is effective for annual reporting periods beginning with the year ending December 31, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Accounting for and Disclosure of Software Costs, which amends certain aspects of the accounting for and disclosure of internal-use software costs. The ASU is effective for annual reporting periods beginning with the year ending December 31, 2028. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its Consolidated Financial Statements.
2. REVENUE
Page 10
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 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, 2026 and 2025:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Over-time | % | % | % | % | |||||||||||||||||||
| Point-in-time | % | % | % | % | |||||||||||||||||||
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 $4.6 billion as of September 30, 2026, of which the Corporation expects to recognize approximately 90 % 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 | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Aerospace & Defense | |||||||||||||||||||||||
| Aerospace Defense | $ | $ | $ | $ | |||||||||||||||||||
| Ground Defense | |||||||||||||||||||||||
| Naval Defense | |||||||||||||||||||||||
| Commercial Aerospace | |||||||||||||||||||||||
| Total Aerospace & Defense | $ | $ | $ | $ | |||||||||||||||||||
| Commercial | |||||||||||||||||||||||
| Power & Process | $ | $ | $ | $ | |||||||||||||||||||
| General Industrial | |||||||||||||||||||||||
| Total Commercial | $ | $ | $ | $ | |||||||||||||||||||
Page 11
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Total | $ | $ | $ | $ | |||||||||||||||||||
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, 2026 included in the contract liabilities balance as of January 1, 2026 was approximately $49 million and $326 million, respectively. Revenue recognized during the three and nine months ended September 30, 2025 included in the contract liabilities balance as of January 1, 2025 was approximately $65 million and $276 million, respectively. Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Condensed Consolidated Balance Sheet.
3. 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. The amount of claims and unapproved change orders within our receivables balances are immaterial.
The composition of receivables is as follows:
| (In thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Billed receivables: | |||||||||||
| Trade and other receivables | $ | $ | |||||||||
| Unbilled receivables (contract assets): | |||||||||||
| Recoverable costs and estimated earnings not billed, net of progress payments | |||||||||||
| Total Receivables | |||||||||||
Less: Allowance for doubtful accounts | ( | ( | |||||||||
| Receivables, net | $ | $ | |||||||||
4. 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) | September 30, 2026 | December 31, 2025 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
Inventoried costs related to U.S. Government and other long-term contracts, net of progress payments | |||||||||||
| Inventories, net | $ | $ | |||||||||
5. GOODWILL
Page 12
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Corporation accounts for acquisitions by assigning the purchase price to acquired tangible and intangible assets and liabilities assumed. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill.
The changes in the carrying amount of goodwill for the nine months ended September 30, 2026 are as follows:
| (In thousands) | Aerospace & Industrial | Defense Electronics | Naval & Power | Consolidated | |||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ( | |||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
6. OTHER INTANGIBLE ASSETS, NET
Intangible assets are generally the result of acquisitions and consist primarily of purchased technology and customer related intangibles. Intangible assets are amortized over useful lives that range between 1 to 20 years.
The following tables present the cumulative composition of the Corporation’s intangible assets:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (In thousands) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||
| Technology | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Customer related intangibles | ( | ( | ||||||||||||||||||||||||||||||||||||
Programs (1) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other intangible assets | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Total intangible amortization expense for the nine months ended September 30, 2026 was $45 million, as compared to $54 million in the comparable prior year period. The estimated future amortization expense of intangible assets over the next five years is as follows:
| (In millions) | |||||
| 2026 | $ | ||||
| 2027 | $ | ||||
| 2028 | $ | ||||
| 2029 | $ | ||||
| 2030 | $ | ||||
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Debt
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, 2026. 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.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (In thousands) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||||||||
| Debt issuance costs, net | ( | ( | ( | ( | |||||||||||||||||||
| Unamortized interest rate swap proceeds | |||||||||||||||||||||||
| Total debt, net | $ | $ | $ | $ | |||||||||||||||||||
Revolving Credit Agreement
In May 2026, the Corporation terminated its existing credit agreement, which was set to expire in May 2027, and entered into a new credit agreement (“Credit Agreement”) with a syndicate of financial institutions. The Credit Agreement, which is set to expire in May 2031, increases the size of the Corporation’s revolving credit facility to $1 billion, and expands the accordion feature to $500 million. The proceeds available under the Credit Agreement are to be used for general corporate purposes, which may include the funding of possible future acquisitions or supporting internal growth initiatives. The new agreement provides for similar financial and debt covenants that are no more restrictive than those in the prior agreement.
8. PENSION PLANS
Defined Benefit Pension Plans
The following table is a consolidated disclosure of all domestic and foreign defined benefit pension plans as described in the Corporation’s 2025 Annual Report on Form 10-K filed with the SEC.
The components of net periodic pension cost/(benefit) for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of prior service cost | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of unrecognized actuarial loss | |||||||||||||||||||||||
| Cost of settlements/curtailments | |||||||||||||||||||||||
| Total net periodic pension benefit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The Corporation did not make any contributions to the Curtiss-Wright Pension Plan during the nine months ended September 30, 2026, and does not expect to do so throughout the remainder of the year. Contributions to the foreign benefit plans are not expected to be material in 2026.
During both the three and nine months ended September 30, 2026 and September 30, 2025, respectively, the Company recognized settlement charges related to the retirement of former employees. The settlement charges represent events that are accounted for under guidance on employers’ accounting for settlements and curtailments of defined benefit pension plans.
Page 14
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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, 2026, the expense relating to the plan was $7 million and $25 million, respectively. During the three and nine months ended September 30, 2025, the expense relating to the plan was $6 million and $22 million, respectively.
9. 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 | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of deferred stock compensation | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
10. SEGMENT INFORMATION
The Corporation’s segments are composed of similar product groupings that serve the same or similar end markets. Based on this approach, the Corporation has three reportable segments: Aerospace & Industrial, Defense Electronics, and Naval & Power. 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.
Operating results by reportable segment were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Less: Intersegment revenues | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Total cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
Page 15
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Total research and development expenses | $ | $ | $ | $ | ||||||||||||||||||||||
| Selling expenses | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Total selling expenses | $ | $ | $ | $ | ||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Total general and administrative expenses | $ | $ | $ | $ | ||||||||||||||||||||||
Other segment items(2) | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Total other segment items | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Total Segment | ||||||||||||||||||||||||||
Corporate and Eliminations(1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Total consolidated | $ | $ | $ | $ | ||||||||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total Consolidated | $ | $ | $ | $ | ||||||||||||||||||||||
Capital expenditures(3) | ||||||||||||||||||||||||||
| Aerospace & Industrial | $ | $ | $ | $ | ||||||||||||||||||||||
| Defense Electronics | ||||||||||||||||||||||||||
| Naval & Power | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total Consolidated | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Corporate and Eliminations includes pension expense, environmental remediation and administrative expenses, legal, and other expenses.
(2) Other segment items includes restructuring expenses associated with the 2026 Restructuring Program in the current period and 2024 Restructuring Program in the prior period.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(3) Amount is net of grant proceeds for property, plant, and equipment. Refer to the Condensed Consolidated Statements of Cash Flows for more information.
Adjustments to reconcile operating income to earnings before income taxes are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (In thousands) | September 30, | September 30, | |||||||||||||||||||||
| Earnings before taxes: | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Total reportable segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Corporate and Eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Earnings before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| (In thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Segment Assets | |||||||||||
| Aerospace & Industrial | $ | $ | |||||||||
| Defense Electronics | |||||||||||
| Naval & Power | |||||||||||
| Corporate and Other | |||||||||||
| Total consolidated | $ | $ | |||||||||
11. 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) | Foreign currency translation adjustments, net | Total pension and postretirement adjustments, net | Accumulated other comprehensive income (loss) | ||||||||||||||
| December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
Other comprehensive income before reclassifications (1) | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (1) | ( | ( | |||||||||||||||
| Net current period other comprehensive income | |||||||||||||||||
| December 31, 2025 | $ | ( | $ | ( | $ | ( | |||||||||||
Other comprehensive income (loss) before reclassifications (1) | ( | ( | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income (1) | ( | ( | |||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||
| September 30, 2026 | $ | ( | $ | ( | $ | ( | |||||||||||
(1) All amounts are after tax.
12. CONTINGENCIES AND COMMITMENTS
From time to time, the Corporation is involved in legal proceedings that are incidental to the operation of its 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 believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on its condensed consolidated financial condition, results of operations, and cash flows.
Page 17
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 both September 30, 2026 and December 31, 2025, there were $25 22 million and $12 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 $40 million surety bond.
Page 18
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, liquidity requirements, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance; (d) impacts on our business related to another shutdown of the U.S. government, ongoing supply chain disruptions, significant inflation, higher interest rates or deflation, labor shortages, U.S. and foreign trade policies and tariffs or other impositions on imported goods, and measures taken by governments and private industry in response, as well as related to the ongoing conflict between Russia and Ukraine and the war/conflict in the Middle East, and the related sanctions, (e) the effect of laws, rules, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance, and (f) 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 2025 Annual Report on Form 10-K filed with the SEC, 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 and other written or oral statements made or released by us. Such forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in Item 1. Financial Statements (including the Notes to Condensed Consolidated 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.
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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 global integrated business that provides highly engineered products, solutions, and services mainly to A&D 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 operate across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. Approximately 70% of our 2026 revenues are expected to be generated from A&D-related markets.
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 ended September 30, 2026. The financial information as of September 30, 2026 should be read in conjunction with the financial statements for the year ended December 31, 2025 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.
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. The definition of “organic” excludes the effects of costs associated with our 2026 Restructuring Program in the current period and 2024 Restructuring Program in the prior period, and foreign currency translation.
Page 20
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) | 2026 | 2025 | % change | 2026 | 2025 | % change | |||||||||||||||||||||||||||||
| Sales | |||||||||||||||||||||||||||||||||||
| Aerospace & Industrial | $ | 281,750 | $ | 247,985 | 14 | % | $ | 804,434 | $ | 714,369 | 13 | % | |||||||||||||||||||||||
| Defense Electronics | 258,988 | 253,159 | 2 | % | 761,263 | 751,334 | 1 | % | |||||||||||||||||||||||||||
| Naval & Power | 411,852 | 368,026 | 12 | % | 1,224,588 | 1,085,688 | 13 | % | |||||||||||||||||||||||||||
| Total sales | $ | 952,590 | $ | 869,170 | 10 | % | $ | 2,790,285 | $ | 2,551,391 | 9 | % | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||||||||
| Aerospace & Industrial | $ | 53,397 | $ | 45,439 | 18 | % | $ | 140,899 | $ | 114,367 | 23 | % | |||||||||||||||||||||||
| Defense Electronics | 69,933 | 73,957 | (5 | %) | 210,628 | 209,239 | 1 | % | |||||||||||||||||||||||||||
| Naval & Power | 76,295 | 57,721 | 32 | % | 207,091 | 160,000 | 29 | % | |||||||||||||||||||||||||||
| Corporate and other | (11,703) | (10,866) | (8 | %) | (32,496) | (31,843) | (2 | %) | |||||||||||||||||||||||||||
| Total operating income | $ | 187,922 | $ | 166,251 | 13 | % | $ | 526,122 | $ | 451,763 | 16 | % | |||||||||||||||||||||||
| Interest expense | 10,319 | 10,484 | 2 | % | 30,186 | 31,151 | 3 | % | |||||||||||||||||||||||||||
| Other income, net | 338 | 5,386 | (94 | %) | 34,065 | 22,398 | 52 | % | |||||||||||||||||||||||||||
| Earnings before income taxes | 177,941 | 161,153 | 10 | % | 530,001 | 443,010 | 20 | % | |||||||||||||||||||||||||||
| Provision for income taxes | (39,054) | (36,321) | (8 | %) | (111,760) | (95,780) | (17 | %) | |||||||||||||||||||||||||||
| Net earnings | $ | 138,887 | $ | 124,832 | 11 | % | $ | 418,241 | $ | 347,230 | 20 | % | |||||||||||||||||||||||
Components of sales and operating income increase (decrease):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 vs. 2025 | 2026 vs. 2025 | ||||||||||||||||||||||
| Sales | Operating Income | Sales | Operating Income | ||||||||||||||||||||
| Organic | 10 | % | 14 | % | 9 | % | 17 | % | |||||||||||||||
| Restructuring | — | % | — | % | — | % | — | % | |||||||||||||||
| Foreign currency | — | % | (1 | %) | — | % | (1 | %) | |||||||||||||||
| Total | 10 | % | 13 | % | 9 | % | 16 | % | |||||||||||||||
Sales in the third quarter increased $83 million, or 10%, to $953 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $33 million, $6 million, and $44 million, respectively.
Sales during the nine months ended September 30, 2026 increased $239 million, or 9%, to $2,790 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $90 million, $10 million, and $139 million, respectively. Changes in sales by segment are discussed in further detail in the results by business segment section below.
Operating income in the third quarter increased $22 million, or 13%, to $188 million, and operating margin increased 60 basis points to 19.7% compared with the same period in 2025. In the Aerospace & Industrial segment, increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales, favorable product mix, as well as
Page 21
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
the benefits of the Company's restructuring initiatives. These increases were partially offset by higher investment in research and development. In the Naval & Power segment, increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales and favorable product mix. These increases were partially offset by decreases in operating income and operating margin in the Defense Electronics segment, as favorable overhead absorption on higher sales was more than offset by unfavorable product mix and higher investment in research and development.
Operating income during the nine months ended September 30, 2026 increased $74 million, or 16%, to $526 million, and operating margin increased 120 basis points to 18.9%, compared with the same period in 2025. In the Aerospace & Industrial segment, increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales, favorable product mix, as well as the benefits of the Company's restructuring initiatives. These increases were partially offset by higher investment in research and development. In the Naval & Power segment, increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales as well as favorable product mix. In the Defense Electronics segment, both operating income and operating margin were essentially flat.
Non-segment operating expense in the third quarter and nine months ended September 30, 2026 increased $1 million, or 8%, to $12 million, and $1 million, or 2%, to $32 million, primarily due to higher corporate costs.
Interest expense in the third quarter of $10 million was essentially flat against the comparable prior year period. Interest expense during the nine months ended September 30, 2026 decreased $1 million, or 3%, to $30 million, primarily due to lower borrowings under our revolving Credit Agreement (the “Credit Agreement” or “credit facility”) as well as the repayment of our $90 million 3.85% Senior Notes in February 2025.
Other income, net in the third quarter decreased $5 million, or 94%, to less than $1 million, primarily due to an unrealized loss recognized during the current period on equity securities held for investment purposes. Other income, net during the nine months ended September 30, 2026 increased $12 million, or 52%, to $34 million, primarily due to an unrealized gain recognized during the current period on equity securities held for investment purposes.
The effective tax rate of 21.9% in the third quarter decreased compared to an effective tax rate of 22.5% in the prior year period, primarily due to higher foreign R&D tax credits and increased tax benefits on stock-based compensation. The effective tax rate of 21.1% for the nine months ended September 30, 2026 decreased as compared to an effective tax rate of 21.6%, primarily due to increased tax benefits associated with stock-based compensation.
Comprehensive income in the third quarter was $138 million, compared to comprehensive income of $107 million in the prior year period. The change was primarily due to the following:
•Foreign currency translation adjustments in the third quarter resulted in a $3 million comprehensive loss, compared to a $14 million comprehensive loss in the prior year period.
•Net earnings increased $14 million, primarily due to higher operating income.
Comprehensive income during the nine months ended September 30, 2026 was $401 million, compared to comprehensive income of $405 million in the prior year period. The change was primarily due to the following:
•Foreign currency translation adjustments for the nine months ended September 30, 2026 resulted in a $20 million comprehensive loss, compared to a $62 million comprehensive gain in the prior period. The comprehensive loss during the current period was primarily attributed to decreases in the British Pound and Canadian dollar.
•Net earnings increased $71 million, primarily due to higher operating income as well as higher other income, net, from an unrealized gain recognized during the current period on equity securities held for investment purposes.
New orders in the third quarter increased $135 million from the comparable prior year period, due to increases across all segments. New orders in the Aerospace & Industrial segment benefited from increased demand for actuation products on commercial aerospace equipment, as well as increases for industrial vehicle and industrial automation products within our commercial markets. New orders in the Defense Electronics segment increased primarily due to strong demand for aerospace defense and ground defense equipment. In the Naval & Power segment, new orders increased primarily due to the timing of naval defense orders.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
New orders during the nine months ended September 30, 2026 increased $379 million from the comparable prior year period, due to increases across all segments. New orders in the Aerospace & Industrial segment benefited from increased demand for actuation products on aerospace defense and ground defense equipment, as well as increases for industrial vehicle products within our commercial markets. New orders in the Defense Electronics segment increased primarily due to strong demand for ground defense equipment. In the Naval & Power segment, new orders increased primarily due to increased demand for commercial nuclear and process products. 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 | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | % change | 2026 | 2025 | % change | |||||||||||||||||||||||||||||
| Sales | $ | 281,750 | $ | 247,985 | 14% | $ | 804,434 | $ | 714,369 | 13% | |||||||||||||||||||||||||
| Operating income | 53,397 | 45,439 | 18% | 140,899 | 114,367 | 23% | |||||||||||||||||||||||||||||
| Operating margin | 19.0 | % | 18.3 | % | 70 bps | 17.5 | % | 16.0 | % | 150 bps | |||||||||||||||||||||||||
Components of sales and operating income increase (decrease):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 vs. 2025 | 2026 vs. 2025 | ||||||||||||||||||||||
| Sales | Operating Income | Sales | Operating Income | ||||||||||||||||||||
| Organic | 14 | % | 21 | % | 12 | % | 25 | % | |||||||||||||||
| Restructuring | — | % | (2 | %) | — | % | — | % | |||||||||||||||
| Foreign currency | — | % | (1 | %) | 1 | % | (2 | %) | |||||||||||||||
| Total | 14 | % | 18 | % | 13 | % | 23 | % | |||||||||||||||
Sales in the Aerospace & Industrial segment are primarily generated from the general industrial and aerospace & defense markets, and, to a lesser extent, the power & process markets.
Sales in the third quarter increased $33 million, or 14%, to $282 million from the prior year period. In the aerospace defense market, sales increased $13 million primarily due to higher demand for actuation equipment and sensors products supporting various domestic fighter jet programs. Sales in the commercial aerospace market primarily benefited from higher OEM demand for sensors products and surface treatment services on various narrowbody and widebody platforms. In the naval defense market, sales increased primarily due to higher demand for electromechanical actuation equipment. Sales in the general industrial market benefited $10 million primarily from higher sales of industrial vehicle products to domestic on-highway and global off-highway vehicle platforms.
Sales during the nine months ended September 30, 2026 increased $90 million, or 13%, to $804 million from the prior year period. In the commercial aerospace market, sales increased $34 million primarily due to higher OEM sales of actuation equipment, sensors products, and surface treatment services on narrowbody and widebody platforms. Sales in the aerospace defense market benefited $23 million from higher demand for sensors products and actuation equipment supporting various domestic and international fighter jet programs. In the naval defense market, sales increased $11 million primarily due to higher demand for electromechanical actuation equipment. Sales in the general industrial market benefited $20 million primarily from higher sales of industrial vehicle products to global on-highway and off-highway vehicle platforms.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
Operating income in the third quarter increased $8 million, or 18%, to $53 million from the prior year period, and operating margin increased 70 basis points to 19.0%, primarily due to favorable overhead absorption on higher sales, the benefits of the Company's restructuring initiatives, and favorable product mix. These increases were partially offset by higher investment in research and development.
Operating income during the nine months ended September 30, 2026 increased $27 million, or 23%, to $141 million from the prior year period, and operating margin increased 150 basis points to 17.5%, primarily due to favorable overhead absorption on higher sales, the benefits of the Company's restructuring initiatives, and favorable product mix. These increases were partially offset by higher investment in research and development.
New orders in the third quarter increased $21 million primarily due to increased demand for actuation products on commercial aerospace equipment, as well as increases for industrial vehicle and industrial automation products within our commercial markets.
New orders during the nine months ended September 30, 2026 increased $122 million primarily due to increased demand for actuation products on aerospace defense and ground defense equipment, as well as increases for industrial vehicle products within our commercial markets.
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) | 2026 | 2025 | % change | 2026 | 2025 | % change | |||||||||||||||||||||||||||||
| Sales | $ | 258,988 | $ | 253,159 | 2% | $ | 761,263 | $ | 751,334 | 1% | |||||||||||||||||||||||||
| Operating income | 69,933 | 73,957 | (5%) | 210,628 | 209,239 | 1% | |||||||||||||||||||||||||||||
| Operating margin | 27.0 | % | 29.2 | % | (220 bps) | 27.7 | % | 27.8 | % | (10 bps) | |||||||||||||||||||||||||
Components of sales and operating income increase (decrease):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 vs. 2025 | 2026 vs. 2025 | ||||||||||||||||||||||
| Sales | Operating Income | Sales | Operating Income | ||||||||||||||||||||
| Organic | 2 | % | (6 | %) | 1 | % | 1 | % | |||||||||||||||
| Restructuring | — | % | — | % | — | % | — | % | |||||||||||||||
| Foreign currency | — | % | 1 | % | — | % | — | % | |||||||||||||||
| Total | 2 | % | (5 | %) | 1 | % | 1 | % | |||||||||||||||
Sales in the Defense Electronics segment are primarily to the defense markets and, to a lesser extent, the commercial aerospace market.
Sales in the third quarter increased $6 million, or 2%, to $259 million from the prior year period. Sales in the aerospace defense market benefited primarily due to higher sales of embedded computing equipment supporting various helicopter and international fighter jet programs, partially offset by the timing of production for unmanned aerial vehicle (UAV) programs. In the ground defense market, sales increased primarily due to higher international demand for turret drive stabilization systems. These increases were partially offset by lower sales in the commercial aerospace market, primarily due to the timing of sales of avionics equipment to OEM customers.
Sales during the nine months ended September 30, 2026 increased $10 million, or 1%, to $761 million from the prior year period. Sales in the aerospace defense market benefited $23 million primarily due to higher demand for embedded computing
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
and avionics equipment on various fighter jet and UAV programs, partially offset by the timing of sales on various helicopter programs. In the ground defense market, sales decreased primarily due to the timing of tactical communications equipment sales. Lower sales in the naval defense market were primarily due to the timing of embedded computing equipment sales supporting various domestic and international programs.
Operating income in the third quarter decreased $4 million, or 5%, to $70 million compared to the prior year period, and operating margin decreased 220 basis points from the prior year period to 27.0%, as favorable overhead absorption on higher sales was more than offset by unfavorable product mix and higher investment in research and development.
Operating income during the nine months ended September 30, 2026 increased $1 million, or 1%, to $211 million, while operating margin decreased 10 basis points from the prior year period to 27.7%, as favorable overhead absorption on higher sales was essentially offset by unfavorable product mix.
New orders in the third quarter increased $67 million primarily due to strong demand for aerospace defense and ground defense equipment.
New orders during the nine months ended September 30, 2026 increased $218 million primarily due to strong demand for ground defense equipment, including turret technologies and tactical communications products.
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) | 2026 | 2025 | % change | 2026 | 2025 | % change | |||||||||||||||||||||||||||||
| Sales | $ | 411,852 | $ | 368,026 | 12% | $ | 1,224,588 | $ | 1,085,688 | 13% | |||||||||||||||||||||||||
| Operating income | 76,295 | 57,721 | 32% | 207,091 | 160,000 | 29% | |||||||||||||||||||||||||||||
| Operating margin | 18.5 | % | 15.7 | % | 280 bps | 16.9 | % | 14.7 | % | 220 bps | |||||||||||||||||||||||||
Components of sales and operating income increase (decrease):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 vs. 2025 | 2026 vs. 2025 | ||||||||||||||||||||||
| Sales | Operating Income | Sales | Operating Income | ||||||||||||||||||||
| Organic | 12 | % | 32 | % | 13 | % | 29 | % | |||||||||||||||
| Restructuring | — | % | — | % | — | % | — | % | |||||||||||||||
| Foreign currency | — | % | — | % | — | % | — | % | |||||||||||||||
| Total | 12 | % | 32 | % | 13 | % | 29 | % | |||||||||||||||
Sales in the Naval & Power segment are primarily to the naval defense and power & process markets, and, to a lesser extent, the aerospace defense market.
Sales in the third quarter increased $44 million, or 12%, to $412 million from the prior year period. In the naval defense market, sales increased $20 million primarily due to the timing of production on the Virginia-class and Columbia-class submarine programs, as well as higher aftermarket sales supporting aircraft carrier refueling and overhaul projects. Sales in the power & process market increased $16 million primarily due to higher sales of commercial nuclear solutions supporting next-generation advanced reactors as well as higher government nuclear sales. In the aerospace defense market, sales benefited primarily due to higher sales of arresting systems equipment supporting various domestic and international customers.
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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, 2026 increased $139 million, or 13%, to $1,225 million from the prior year period. In the naval defense market, sales increased $71 million primarily due to the timing of production on the Virginia-class submarine program as well as higher aftermarket sales supporting aircraft carrier refueling and overhaul projects. Sales in the power & process market increased $51 million primarily due to higher sales of commercial nuclear solutions supporting next-generation advanced reactors, higher aftermarket sales supporting the maintenance of existing operating reactors, as well as higher government nuclear sales. In the aerospace defense market, sales increased $16 million primarily due to higher sales of arresting systems equipment supporting various domestic and international customers.
Operating income in the third quarter increased $19 million, or 32%, to $76 million, and operating margin increased 280 basis points from the prior year period to 18.5%, primarily due to favorable overhead absorption on higher sales and favorable product mix.
Operating income during the nine months ended September 30, 2026 increased $47 million, or 29%, to $207 million, and operating margin increased 220 basis points from the prior year period to 16.9%, primarily due to favorable overhead absorption on higher sales as well as favorable product mix.
New orders in the third quarter increased $47 million primarily due to the timing of naval defense orders.
New orders during the nine months ended September 30, 2026 increased $39 million primarily due to an increase in demand for commercial nuclear and process products.
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 | |||||||||||||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | % change | 2026 | 2025 | % change | |||||||||||||||||||||||||||||
| Aerospace & Defense markets: | |||||||||||||||||||||||||||||||||||
| Aerospace Defense | $ | 186,356 | $ | 161,162 | 16 | % | $ | 541,802 | $ | 480,471 | 13 | % | |||||||||||||||||||||||
| Ground Defense | 95,800 | 96,789 | (1 | %) | 287,342 | 291,568 | (1 | %) | |||||||||||||||||||||||||||
| Naval Defense | 271,523 | 245,906 | 10 | % | 784,662 | 707,078 | 11 | % | |||||||||||||||||||||||||||
| Commercial Aerospace | 120,400 | 113,856 | 6 | % | 345,203 | 310,051 | 11 | % | |||||||||||||||||||||||||||
| Total Aerospace & Defense | $ | 674,079 | $ | 617,713 | 9 | % | $ | 1,959,009 | $ | 1,789,168 | 9 | % | |||||||||||||||||||||||
| Commercial markets: | |||||||||||||||||||||||||||||||||||
| Power & Process | $ | 164,684 | $ | 149,900 | 10 | % | $ | 505,429 | $ | 456,307 | 11 | % | |||||||||||||||||||||||
| General Industrial | 113,827 | 101,557 | 12 | % | 325,847 | 305,916 | 7 | % | |||||||||||||||||||||||||||
| Total Commercial | $ | 278,511 | $ | 251,457 | 11 | % | $ | 831,276 | $ | 762,223 | 9 | % | |||||||||||||||||||||||
| Total Curtiss-Wright | $ | 952,590 | $ | 869,170 | 10 | % | $ | 2,790,285 | $ | 2,551,391 | 9 | % | |||||||||||||||||||||||
Aerospace & Defense markets
Sales in the third quarter increased $56 million, or 9%, to $674 million against the comparable prior year period. Sales in the aerospace defense market increased primarily due to higher demand for actuation equipment and sensors products supporting various international fighter jet programs as well as increased sales of embedded computing equipment supporting various helicopter and fighter jet programs. Sales increases in the naval defense market were primarily due to the timing of production
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
on the Virginia-class and Columbia-class submarine programs, as well as higher aftermarket sales supporting aircraft carrier refueling and overhaul projects. In the commercial aerospace market, sales increased primarily due to higher OEM demand for sensors products and surface treatment services on various narrow-body and wide-body platforms. Sales in the ground defense market were essentially flat.
Sales during the nine months ended September 30, 2026 increased $170 million, or 9%, to $1,959 million. Sales in the aerospace defense market increased primarily due to higher demand for sensors products and actuation equipment supporting various domestic and international fighter jet programs, higher demand for embedded computing and avionics equipment on various fighter jet and UAV programs, as well as higher sales of arresting systems equipment supporting various domestic and international customers. These increases were partially offset by the timing of sales on various helicopter programs. Sales increases in the naval defense market were primarily due to the timing of production on the Virginia-class submarine program, higher aftermarket sales supporting aircraft carrier refueling and overhaul projects, as well as higher demand for electromechanical actuation equipment. In the commercial aerospace market, sales increased primarily due to higher OEM sales of actuation equipment, sensors products, and surface treatment services on narrowbody and widebody platforms. These market increases were partially offset by lower sales in the ground defense market due to the timing of tactical communications equipment sales.
Commercial markets
Sales in the third quarter increased $27 million, or 11%, to $279 million against the comparable prior year period. Sales in the power & process market increased primarily due to higher sales of commercial nuclear solutions supporting next-generation advanced reactors as well as higher government nuclear sales. Sales in the general industrial market benefited primarily from higher sales of industrial vehicle products to domestic on-highway and global off-highway vehicle platforms.
Sales during the nine months ended September 30, 2026 increased $69 million, or 9%, to $831 million. Sales in the power & process market increased primarily due to higher commercial nuclear aftermarket sales supporting the maintenance of existing operating reactors, higher sales supporting next-generation advanced reactors, as well as higher government nuclear sales. Sales in the general industrial market benefited primarily from higher sales of industrial vehicle products to global on-highway and off-highway vehicle platforms.
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.
| Condensed Consolidated Statements of Cash Flows | Nine Months Ended | ||||||||||
| (In thousands) | September 30, 2026 | September 30, 2025 | |||||||||
| Cash provided by (used for): | |||||||||||
Operating activities | $ | 355,942 | $ | 290,658 | |||||||
Investing activities | (54,910) | (53,330) | |||||||||
Financing activities | (387,087) | (409,981) | |||||||||
| Effect of exchange-rate changes on cash | (4,177) | 13,038 | |||||||||
| Net decrease in cash and cash equivalents | $ | (90,232) | $ | (159,615) | |||||||
Net cash provided by operating activities increased $65 million from the prior year period, primarily due to higher cash earnings.
Net cash used for investing activities increased $2 million from the prior year period, primarily due to higher capital expenditures during the current period.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
Net cash used for financing activities decreased $23 million from the prior year period, primarily due to the repayment of our $90 million 3.85% Senior Notes in February 2025. This decrease was partially offset by higher repurchases of common stock during the current period. Refer to the "Financing Activities" section below for further details.
Financing Activities
Debt
The Corporation’s debt outstanding had an average interest rate of 3.8% for both the three and nine months ended September 30, 2026, respectively, and 3.8% for both the three and nine months ended September 30, 2025, respectively. The Corporation’s average debt outstanding was approximately $962 million for both the three and nine months ended September 30, 2026, respectively, and approximately $982 million and $988 million for the three and nine months ended September 30, 2025, respectively.
Credit Agreement
As of September 30, 2026, the Corporation had approximately $25 million in letters of credit supported by the credit facility. The unused credit available under the credit facility as of September 30, 2026 was $975 million, which could be borrowed without violating any of our debt covenants.
Repurchase of common stock
During the nine months ended September 30, 2026, the Corporation repurchased approximately 580,000 shares of its common stock for $382 million. During the nine months ended September 30, 2025, the Corporation repurchased approximately 684,000 shares of its common stock for $325 million.
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.
Dividends
The Corporation made dividend payments of $18 million and $17 million during the nine months ended September 30, 2026 and September 30, 2025, respectively. Additionally, beginning in the second quarter of 2026, the Corporation increased its quarterly dividend to $0.26 per share.
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, 2026, we had the ability to borrow additional debt of $2.7 billion without violating our debt to capitalization covenant.
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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 2025 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 12, 2026, 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.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the nine months ended September 30, 2026. 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 2025 Annual Report on Form 10-K.
Item 4. CONTROLS AND PROCEDURES
As of September 30, 2026, our management, including our Chief Executive Officer and Interim 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 Interim Chief Financial Officer concluded that our disclosure controls and procedures are effective as of September 30, 2026 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, 2026, 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.
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PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we 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. We continue 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, 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 and the relatively non-friable condition of asbestos in our products make it unlikely that we will face material liability in any asbestos litigation, whether individually or in the aggregate. We maintain insurance coverage 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 months ended September 30, 2026. Information regarding our Risk Factors is more fully described in "Item 1A. Risk Factors" of our 2025 Annual Report on Form 10-K.
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, 2026.
| 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 | 7,068 | $739.41 | 49,038 | $ | 220,501,830 | |||||||||||||||||||||
| August 1 - August 31 | 454,216 | $671.52 | 503,254 | 115,486,939 | ||||||||||||||||||||||
| September 1 - September 30 | 76,356 | $552.75 | 579,610 | 173,281,381 | ||||||||||||||||||||||
| For the quarter ended September 30, 2026 | 537,640 | $655.54 | 579,610 | $ | 173,281,381 | |||||||||||||||||||||
In November 2025, the Corporation entered into two written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented these written trading plans in connection with its previously announced share repurchase programs. The first trading plan includes purchases in the total amount of $60 million executed equally over the course of calendar year 2026. This written trading plan took effect on January 2, 2026 and will cease on December 31, 2026. The second trading plan includes potential purchases totaling $100 million, which took effect on January 2, 2026 (the “Conditional Share Repurchase Plan”). The Conditional Share Repurchase Plan is subject to a price limit where the Corporation would not purchase shares. During the third quarter of 2026, as the price limit in which the Company is permitted to buy shares under the Conditional Share Repurchase Plan was triggered, the Company completed purchases of $100 million under this plan.
During the third quarter, the Corporation entered into three written trading plans under Rule 10b5-1 of the Exchange Act. The Company implemented these written trading plans in connection with its previously announced share repurchase programs. The first two trading plans, which included individual purchases of $100 million each ($200 million in total), took effect on August 10, 2026, and August 18, 2026, respectively, and were completed prior to September 30, 2026. The third trading plan, which
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includes purchases in the total amount of $100 million, took effect on September 10, 2026 and was completed by the end of October.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Director Nomination Process
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 months ended September 30, 2026. Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder Nominations for Directors” of our 2026 Proxy Statement on Schedule 14A, which is incorporated by reference to our 2025 Annual Report on Form 10-K.
Insider Adoption or Termination of Trading Arrangements
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated
Name | Title | Action | Character of Trading Arrangement(1) | Adoption Date | Earliest Sale Date | Expiration Date(2) | Aggregate # of securities to be purchased or sold(3) | ||||||||||||||||
| Rule 10b5-1 Trading Arrangement | December 2, 2026 | ||||||||||||||||||||||
1.Except as indicated by footnote, the trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.
2.The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales, (b) the date listed in the table, or (c) such date the trading arrangement is otherwise terminated according to its terms. The trading arrangement also provides for automatic expiration in the event of death, dissolution, bankruptcy, or insolvency of the adopting person.
3.The volume of sales is based on pricing triggers outlined in the Rule 10b5-1 trading Arrangement.
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Item 6. EXHIBITS
| Incorporated by Reference | Filed | ||||||||||||||||
| Exhibit No. | Exhibit Description | Form | Filing Date | Herewith | |||||||||||||
| 3.1 | 8-A12B/A | May 24, 2005 | |||||||||||||||
| 3.2 | 8-K | May 18, 2015 | |||||||||||||||
| 31.1 | X | ||||||||||||||||
| 31.2 | X | ||||||||||||||||
| 32 | X | ||||||||||||||||
| 101.INS | XBRL Instance Document | X | |||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | |||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | |||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | |||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||||||||||||
Page 33
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/ Gary A. Ogilby
Gary A. Ogilby
Senior Vice President, Interim Chief Financial Officer, and Corporate Controller
Dated: November 5, 2026
Page 34
Exhibit 31.1
Certifications
I, Lynn M. Bamford, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Curtiss-Wright Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
/s/ Lynn M. Bamford
Lynn M. Bamford
Chair and Chief Executive Officer
Exhibit 31.2
Certifications
I, Gary A. Ogilby, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Curtiss-Wright Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
/s/ Gary A. Ogilby
Gary A. Ogilby
Senior Vice President, Interim Chief Financial Officer, and Corporate Controller
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Curtiss-Wright Corporation (the "Company") on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Lynn M. Bamford, as Chair and Chief Executive Officer of the Company, and Gary A. Ogilby, as Interim Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. section 1350, that to the best of their knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Lynn M. Bamford
Lynn M. Bamford
Chair and Chief Executive Officer
November 5, 2026
/s/ Gary A. Ogilby
Gary A. Ogilby
Senior Vice President, Interim Chief Financial Officer, and Corporate Controller
November 5, 2026