SECURITIES and EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
 Commission File Number 1-134
CURTISS-WRIGHT CORPORATION
 (Exact name of Registrant as specified in its charter)

                Delaware                                     13-0612970
     -------------------------------                    -------------------
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

           4 Becker Farm Road
          Roseland, New Jersey                                 07068
----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)

                                 (973) 597-4700
              ----------------------------------------------------
              (Registrant's telephone number, including area code)	

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, par value $1.00 per share: 5,935,665 shares (as of July 31, 2003). Class B Common Stock, par value $1.00 per share: 4,382,123 shares (as of July 31, 2003).
Page 1 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

                                TABLE of CONTENTS

                                                                         PAGE
                                                                         ----

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements:

             Consolidated Statements of Earnings                          3

             Consolidated Balance Sheets                                  4

             Consolidated Statements of Cash Flows                        5

             Consolidated Statements of Stockholders' Equity              6

             Notes to Consolidated Financial Statements                 7 - 20

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          21 - 30

Item 3.   Quantitative and Qualitative Disclosures about Market Risk      31

Item 4.   Controls and Procedures                                         31

          Forward-Looking Information                                  31 - 32

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                               33

Item 4.   Submission of Matters to a Vote of Security Holders          33 - 34

Item 6.   Exhibits and Reports on Form 8-K                                34

Signature                                                                 35

                                  Page 2 of 35	

                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
                      (In thousands except per share data)	

                                        Three Months Ended     Six Months Ended
                                             June 30,              June 30,
                                         2003       2002       2003       2002
                                       --------   --------   --------   --------
Net sales                              $182,857   $121,777   $362,790   $219,564
Cost of sales                           126,175     78,078    247,076    139,710
                                       --------   --------   --------   --------
   Gross profit                          56,682     43,699    115,714     79,854

Research and development expenses         5,772      2,714     11,077      4,025
Selling expenses                         10,307      7,144     19,275     12,886
General and administrative expenses      23,166     18,718     44,580     34,704
Environmental remediation and
   administrative expenses, net              --         45         --        247
                                       --------   --------   --------   --------
   Operating income                      17,437     15,078     40,782     27,992

Pension income, net                         528      2,254      1,053      4,508
Other income, net                           515        448        273        520
Interest expense                           (942)      (466)    (1,793)      (659)
                                       --------   --------   --------   --------

Earnings before income taxes             17,538     17,314     40,315     32,361
Provision for income taxes                6,665      6,498     15,320     12,229
                                       --------   --------   --------   --------

Net earnings                           $ 10,873   $ 10,816   $ 24,995   $ 20,132
                                       ========   ========   ========   ========

Basic earnings per share               $   1.06   $   1.06   $   2.43   $   1.98
                                       ========   ========   ========   ========
Diluted earnings per share             $   1.04   $   1.03   $   2.40   $   1.93
                                       ========   ========   ========   ========

Dividends per share                    $   0.15   $   0.15   $   0.30   $   0.30
                                       ========   ========   ========   ========

Weighted average shares outstanding:
   Basic                                 10,301     10,203     10,292     10,163
   Diluted                               10,431     10,511     10,417     10,421	

See notes to consolidated financial statements
Page 3 of 35
 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (In thousands)

                                                            (Unaudited)
                                                              June 30,    December 31,
                                                                2003          2002
                                                            -----------   ------------
Assets
   Current Assets:
      Cash and cash equivalents                               $ 48,155      $ 47,717
      Receivables, net                                         142,187       144,024
      Inventories, net                                          91,346        79,100
      Deferred tax assets, net                                  21,511        21,840
      Other current assets                                       6,495         9,005
                                                              --------      --------
         Total current assets                                  309,694       301,686
                                                              --------      --------
   Property, plant and equipment, net                          230,439       219,049
   Prepaid pension costs                                        77,122        76,072
   Goodwill                                                    211,917       181,101
   Other intangible assets, net                                 19,185        21,982
   Other assets                                                 12,638        13,034
                                                              --------      --------
         Total Assets                                         $860,995      $812,924
                                                              ========      ========

Liabilities
   Current Liabilities:
      Short-term debt                                         $ 32,887      $ 32,837
      Dividends payable                                          1,545            --
      Accounts payable                                          39,355        41,344
      Accrued expenses                                          33,064        32,446
      Income taxes payable                                       4,369         4,528
      Other current liabilities                                 47,380        53,294
                                                              --------      --------
         Total current liabilities                             158,600       164,449
                                                              --------      --------
   Long-term debt                                              142,055       119,041
   Deferred tax liabilities, net                                 5,425         6,605
   Accrued pension and other postretirement benefit costs       77,981        77,438
   Long-term portion of environmental reserves                  21,996        22,585
   Other liabilities                                            14,089        11,578
                                                              --------      --------
         Total Liabilities                                     420,146       401,696
                                                              --------      --------
Stockholders' Equity
   Common stock, $1 par value                                   10,618        10,618
   Class B common stock, $1 par value                            4,382         4,382
   Additional paid-in capital                                   52,353        52,200
   Retained earnings                                           530,202       508,298
   Unearned portion of restricted stock                            (50)          (60)
   Accumulated other comprehensive income                       12,483         6,482
                                                              --------      --------
                                                               609,988       581,920
   Less: Cost of treasury stock                                169,139       170,692
                                                              --------      --------
         Total Stockholders' Equity                            440,849       411,228
                                                              --------      --------
         Total Liabilities and Stockholders' Equity           $860,995      $812,924
                                                              ========      ========	

See notes to consolidated financial statements
Page 4 of 35
 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)

(In thousands)

                                                                Six Months Ended
                                                                     June 30,
                                                                 2003       2002
                                                              ---------   --------
Cash flows from operating activities:
   Net earnings                                               $  24,995   $ 20,132
                                                              ---------   --------
   Adjustments to reconcile net earnings to net cash
      provided by operating activities:
      Depreciation and amortization                              15,314      8,933
      Net loss (gain) on sales of real estate and equipment          62        (59)
      Non-cash pension income                                    (1,053)    (4,545)
      Deferred income taxes                                        (914)       169
      Changes in operating assets and liabilities, net of
         businesses acquired:
         Proceeds from sales of short-term investments               --     77,050
         Purchases of short-term investments                         --    (35,600)
         Decrease (increase) in receivables                       3,993     (3,700)
         Increase in inventories                                 (9,619)    (1,019)
         Decrease in accounts payable and accrued
            expenses                                             (2,465)      (373)
         Decrease in income taxes payable                          (203)   (11,566)
         Decrease (increase) in other assets                      3,112     (3,264)
         Decrease in other liabilities                           (3,950)    (4,327)
                                                              ---------   --------
            Total adjustments                                     4,117     21,699
                                                              ---------   --------
      Net cash provided by operating activities                  29,112     41,831
                                                              ---------   --------

Cash flows from investing activities:
   Proceeds from sales of real estate and equipment                 442        275
   Additions to property, plant and equipment                   (15,762)   (13,105)
   Acquisition of new businesses, net of cash acquired          (37,157)   (61,789)
                                                              ---------   --------
         Net cash used for investing activities                 (52,477)   (74,619)
                                                              ---------   --------

Cash flows from financing activities:
   Proceeds from issuance of debt                               172,000     71,374
   Principal payments on debt                                  (149,144)   (46,291)
   Proceeds from exercise of stock options                        1,706      4,449
   Dividends paid                                                (1,546)    (1,526)
   Common stock repurchases                                          --        (50)
                                                              ---------   --------
      Net cash provided by financing activities                  23,016     27,956
                                                              ---------   --------
Effect of foreign currency                                          787      2,697
                                                              ---------   --------
Net increase (decrease) in cash and cash equivalents                438     (2,135)
Cash and cash equivalents at beginning of period                 47,717     25,495
                                                              ---------   --------
Cash and cash equivalents at end of period                    $  48,155   $ 23,360
                                                              =========   ========

Supplemental disclosure of non-cash investing activities:
   Fair value of assets acquired                              $  38,274   $ 72,457
   Liabilities assumed                                           (1,117)    (9,927)
   Less: Cash acquired                                               --       (741)
                                                              ---------   --------
      Net cash paid for acquisitions                          $  37,157   $ 61,789
                                                              =========   ========	

See notes to consolidated financial statements
Page 5 of 35
 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 (UNAUDITED)

(In thousands)

                                                                                  Unearned      Accumulated
                                              Class B   Additional               Portion of        Other
                                     Common   Common      Paid in    Retained    Restricted    Comprehensive   Treasury
                                     Stock     Stock      Capital    Earnings   Stock Awards      Income         Stock
                                    -------   -------   ----------   --------   ------------   -------------   --------
December 31, 2001                   $10,618    $4,382    $52,532     $469,303       $(78)         $(6,831)     $179,972

Net earnings                             --        --         --       45,136         --               --            --
Translation adjustments, net             --        --         --           --         --           13,313            --
Dividends                                --        --         --       (6,141)        --               --            --
Stock options exercised, net             --        --       (332)          --         --               --        (9,280)
Amortization of earned portion of
   restricted stock awards               --        --         --           --         18               --            --
                                    -------    ------    -------     --------       ----          -------      --------
December 31, 2002                    10,618     4,382     52,200      508,298        (60)           6,482       170,692
                                    -------    ------    -------     --------       ----          -------      --------

Net earnings                             --        --         --       24,995         --               --            --
Translation adjustments, net             --        --         --                      --            6,001            --
Dividends                                --        --         --       (3,091)        --               --            --
Stock options exercised, net             --        --        153           --         --               --        (1,553)
Amortization of earned portion of
   restricted stock awards               --        --         --           --         10               --            --
                                    -------    ------    -------     --------       ----          -------      --------
June 30, 2003                       $10,618    $4,382    $52,353     $530,202       $(50)         $12,483      $169,139
                                    =======    ======    =======     ========       ====          =======      ========	

See notes to consolidated financial statements
Page 6 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
1. BASIS of PRESENTATION
Curtiss-Wright Corporation and its subsidiaries (the "Corporation") is a diversified multinational manufacturing and service company that designs, manufactures, and overhauls highly engineered components and systems and provides services to the defense, aerospace, power generation, automotive, shipbuilding, processing, petrochemical, agricultural equipment, railroad, security, and metalworking industries. Operations are conducted through twenty manufacturing facilities, fifty-one metal treatment facilities, and two aerospace component overhaul and repair locations.
The unaudited consolidated financial statements include the accounts of Curtiss-Wright and its majority-owned subsidiaries. All material intercompany transactions and accounts have been eliminated.
The unaudited consolidated financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America and such preparation requires management 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. The most significant of these estimates include the costs to complete long-term contracts under the percentage of completion accounting method, the useful lives for property, plant, and equipment, cash flows used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, amount of inventory obsolescence, valuation of intangible assets, warranty reserves, and future environmental costs. Actual results may differ from these estimates. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.
The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation's 2002 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.
Certain prior year information has been reclassified to conform to current presentation.
Page 7 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
2. ACQUISITIONS
Motion Control Segment
Collins Technologies
On February 28, 2003, the Corporation acquired the assets of Collins Technologies ("Collins") from G.L. Collins Corporation. The purchase price of the acquisition, subject to adjustment as provided for in the Asset Purchase Agreement, was $12.0 million in cash and the assumption of certain liabilities. Included in the purchase price is a holdback of $0.5 million held as security for potential indemnification claims. The amount of holdback remaining after claims for indemnification will be paid one year after the acquisition date. Management funded the purchase price from credit available under the Corporation's Short-Term Credit Agreement. Revenues of the purchased business were approximately $8.3 million for the year ended March 31, 2002. The excess of the purchase price, excluding the holdback, over the fair value of the net assets acquired is approximately $9.5 million. The fair value of the net assets acquired was based on current estimates. The Corporation may adjust these estimates based upon analysis of third party appraisals, and the determination of fair value when finalized. The Corporation does not consider this acquisition to be material to its financial position, liquidity or results of operations.
Collins designs and manufactures Linear Variable Displacement Transducers ("LVDTs"), primarily for aerospace flight and engine control applications. Industrial LVDTs are used mostly in industrial automation and test applications. Collins' operations are located in Long Beach, California.
Metal Treatment Segment
E/M Engineered Coatings Solutions
On April 2, 2003, the Corporation purchased selected assets of E/M Engineered Coatings Solutions ("E/M Coatings"). The purchase price of the acquisition, subject to adjustment as provided in the Asset Purchase Agreement, was $16.7 million in cash and the assumption of certain liabilities. The purchase price was funded from credit available under the Corporation's Short-Term Credit Agreement. Revenues of the purchased business were approximately $26.0 million for the year ended December 31, 2002. The excess of the purchase price over the fair value of the net assets acquired is approximately $10.6 million. The fair value of the net assets acquired was based on current estimates. The Corporation may adjust these estimates based upon analysis of third party appraisals, and the determination of fair value when finalized. The Corporation does not consider this acquisition to be material to its financial position, liquidity or results of operations.
The Corporation acquired six E/M Coatings facilities operating in Chicago, IL; Detroit, MI; Minneapolis, MN; Hartford, CT; and North Hollywood and
Page 8 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
Chatsworth, CA. Combined, these facilities are one of the leading providers of solid film lubricant coatings in the United States. The E/M Coatings facilities have the capability of applying over 1,100 different coatings to impart lubrication, corrosion resistance, and certain cosmetic and dielectric properties to selected components.
Advanced Material Process
On March 11, 2003, the Corporation acquired selected assets of Advanced Material Process Corp. ("AMP"), a private company with operations located in Wayne, Michigan. The purchase price of the acquisition, subject to adjustment as provided for in the Asset Purchase Agreement, was $5.7 million in cash and the assumption of certain liabilities. Included in the purchase price is a holdback of $0.2 million held as security for potential indemnification claims. The amount of holdback remaining after claims for indemnification will be paid one year after the acquisition date. There are provisions in the agreement for additional payments upon the achievement of certain financial performance criteria over the next five years up to a maximum additional payment of $1.0 million. Management funded the purchase price from credit available under the Corporation's Short-Term Credit Agreement. Sales of the purchased business were approximately $5.1 million for the year ended December 31, 2002. The excess of the purchase price over the fair value of the net assets acquired is approximately $2.6 million. The fair value of the net assets acquired was based on current estimates. The Corporation may adjust these estimates based upon analysis of third party appraisals, and the determination of fair value when finalized. The Corporation does not consider this acquisition to be material to its financial position, liquidity or results of operations.
AMP is a supplier of commercial shot-peening services primarily to the automotive market in the Detroit area.
Brenner Tool & Die
On November 14, 2002, the Corporation acquired selected assets and liabilities of Brenner Tool and Die, Inc. ("Brenner") relating to Brenner's metal finishing operations in Bensalem, Pennsylvania. Brenner provides non-destructive testing, chemical milling, chromic and phosphoric anodizing, and painting services.
The purchase price of the acquisition, subject to adjustment as provided for in the Asset Purchase Agreement, was $10.0 million in cash, which approximated the fair value of the net assets acquired. There are provisions in the agreement for additional payments upon the achievement of certain financial performance criteria over the next five years up to a maximum additional payment of $10.0 million. The fair value of the net assets acquired was based on current estimates. The Corporation may adjust these estimates based upon analysis of third party appraisals, and the determination of fair value when finalized. The Corporation does not consider this acquisition to be material to its financial position, liquidity or results of operations.
Page 9 of 35
 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
3. RECEIVABLES
Receivables at June 30, 2003 and December 31, 2002 include amounts billed to customers and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed as of the dates presented. Substantially all amounts of unbilled receivables are expected to be billed and collected within a year. The composition of receivables for those periods is as follows:

                                                           (In thousands)
                                                      June 30,   December 31,
                                                        2003         2002
                                                      --------   ------------

Billed Receivables:
Trade and other receivables                           $109,436     $108,710
   Less: Progress payments applied                        (575)      (2,838)
         Allowance for doubtful accounts                (3,093)      (2,170)
                                                      --------     --------
Net billed receivables                                 105,768      103,702
                                                      --------     --------
Unbilled Receivables:
Recoverable costs and estimated earnings not billed     41,824       45,997
   Less: Progress payments applied                      (5,405)      (5,675)
                                                      --------     --------
Net unbilled receivables                                36,419       40,322
                                                      --------     --------
Receivables, net                                      $142,187     $144,024
                                                      ========     ========	

The net receivable balance at June 30, 2003 included $6.8 million related to the Corporation's 2003 acquisitions.
4. INVENTORIES
Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories at June 30, 2003 and December 31, 2002 is as follows:

                                                 (In thousands)
                                             June 30,   December 31,
                                               2003         2002
                                             --------   ------------
Raw material                                 $ 42,560     $ 42,932
Work-in-process                                31,435       23,858
Finished goods and component parts             49,444       42,797
Inventoried costs related to US Government
   and other long-term contracts               19,959       20,866
                                             --------     --------
Gross inventories                             143,398      130,453
Less: Inventory reserves                      (25,230)     (24,277)
      Progress payments applied,
         principally related to long-term
         contracts                            (26,822)     (27,076)
                                             --------     --------
Inventories, net                             $ 91,346     $ 79,100
                                             ========     ========	

Page 10 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
The net inventory balance at June 30, 2003 included $1.8 million related to the Corporation's 2003 acquisitions.
5. GOODWILL
Goodwill results from acquisitions. The Corporation accounts for acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. 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 six months ended June 30, 2003 are as follows:

                                                            (In thousands)
                                              Flow      Motion     Metal
                                             Control   Control   Treatment   Consolidated
                                             -------   -------   ---------   ------------
December 31, 2002                            $95,409   $78,727    $ 6,965      $181,101
Goodwill from 2003 acquisitions                   --     9,472     13,166        22,638
Change in previous estimates of fair value
   of net assets acquired                      2,503     3,073         13         5,589
Currency translation adjustment                1,290     1,151        148         2,589
                                             -------   -------    -------      --------
June 30, 2003                                $99,202   $92,423    $20,292      $211,917
                                             =======   =======    =======      ========	

The purchase price allocations relating to businesses acquired during the twelve months ended June 30, 2003 are based on estimates and have not yet been finalized.
6. OTHER INTANGIBLE ASSETS, net
Other intangible assets consist primarily of purchased technology, backlog and technology licenses. The following tables present the cumulative composition of the Corporation's intangible assets as of June 30, 2003 and December 31, 2002.

                                    (In thousands)
                                     Accumulated
June 30, 2003              Gross     Amortization      Net
-------------             -------   --------------   -------
Technology                $19,667       $(2,118)     $17,549
Other intangible assets     3,446        (1,810)       1,636
                          -------       -------      -------
Total                     $23,113       $(3,928)     $19,185
                          =======       =======      =======	

Page 11 of 35
 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)

                                    (In thousands)
                                     Accumulated
December 31, 2002          Gross     Amortization      Net
-----------------         -------   --------------   -------
Technology                $21,371      $(1,452)      $19,919
Other intangible assets     3,411       (1,348)        2,063
                          -------      -------       -------
Total                     $24,782      $(2,800)      $21,982
                          =======      =======       =======	

The following table presents the changes in the net balance of other intangibles assets during the six months ended June 30, 2003.

                                                        (In thousands)
                                                            Other
                                         Developed        Intangible
                                      Technology, net     Assets, net     Total
                                      ---------------   --------------   -------
December 31, 2002                        $19,919           $2,063        $21,982
Amortization expense                        (645)            (457)        (1,102)
Change in estimate of fair value
   related to purchase price
   allocations                            (1,771)              --         (1,771)
Net currency translation adjustment           46               30             76
                                         -------           ------       --------
June 30, 2003                            $17,549           $1,636        $19,185
                                         =======           ======        =======	

Total estimated future amortization expense of purchased intangible assets for the next five fiscal years is as follows:

       (In thousands)
2004       $1,755
2005        1,494
2006        1,401
2007        1,401
2008        1,401	

7. WARRANTY RESERVES
The Corporation provides its customers with warranties on certain commercial and governmental products. Estimated warranty costs are charged to expense in the period the related revenue is recognized based on quantitative historical experience. These estimates are adjusted in the period in which actual results or better information is obtained. Warranty reserves are included within accrued expenses on the Corporation's Consolidated Balance Sheet. In accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 45, the following table presents the changes in the Corporation's warranty reserves:
Page 12 of 35
 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)

                                                 (In thousands)
Warranty reserves at December 31, 2002              $ 9,892
Provision for current year sales                        718
Change in estimates to pre-existing warranties         (446)
Current year claims                                  (1,292)
Translation adjustment                                  131
                                                    -------
Warranty reserves at June 30, 2003                  $ 9,003
                                                    =======	

8. DEBT
On May 1, 2003, the Corporation entered into an agreement with the bank group to extend the expiration date of its Short-Term Credit Agreement from May 9, 2003 to May 7, 2004.
9. EARNINGS PER SHARE
Diluted earnings per share were 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:

                                              (In thousands)
                                   Three Months Ended   Six Months Ended
                                        June 30,            June 30,
                                     2003      2002       2003     2002
                                   -------   --------   -------   ------
Basic weighted average
   shares outstanding               10,301    10,203     10,292   10,163
Dilutive effect of stock options
   and deferred stock
   compensation                        130       308        125      258
                                    ------    ------     ------   ------
Diluted weighted average
   shares outstanding               10,431    10,511     10,417   10,421
                                    ======    ======     ======   ======	

The Corporation had antidilutive options outstanding of approximately 80,405 as of June 30, 2003. There were no antidilutive options outstanding as of June 30, 2002.
10. STOCK COMPENSATION PLANS
In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," the Corporation has elected to account for its stock-based compensation under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." As such, the Corporation does not recognize compensation expense for stock options granted to employees when the exercise price of the options is equal to the market price of the underlying stock on the date of the grant.
Page 13 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
Pro forma information regarding net earnings and earnings per share is required by SFAS No. 123, as amended, and has been determined as if the Corporation had accounted for its employee stock option grants under the fair value method prescribed by that Statement. Information regarding the number of options granted, market price of the grants, vesting requirements, and the maximum term of the options granted by plan type is included in the Corporation's 2002 Annual Report on Form 10-K.
The Corporation's pro forma results are as follows:

                                        (In thousands, except per share data)
                                        Three Months Ended    Six Months Ended
                                             June 30,            June 30,
                                         2003       2002      2003      2002
                                        -------   --------   -------   -------
Net earnings, as reported               $10,873   $10,816    $24,995   $20,132
Deduct: Total stock-based
   employee compensation
   expense determined under fair
   value based method for all
   awards, net of related tax effects      (452)     (557)      (630)     (762)
                                        -------   -------    -------   -------
Pro forma net earnings                  $10,421   $10,259    $24,365   $19,370
                                        =======   =======    =======   =======
Net earnings per share:
   As reported:
      Basic                             $  1.06   $  1.06    $  2.43   $  1.98
      Diluted                           $  1.04   $  1.03    $  2.40   $  1.93
   Pro forma:
      Basic                             $  1.01   $  1.01    $  2.37   $  1.91
      Diluted                           $  1.00   $  0.98    $  2.34   $  1.86	

11. ENVIRONMENTAL MATTERS
The Corporation establishes a reserve for a potential environmental liability when it concludes that a determination of legal liability is probable based upon the advice of counsel. Such amounts reflect the Corporation's estimate of the amount of that liability. If only a range of potential liability can be estimated, a reserve will be established at the low end of that range. Such reserves represent current values of anticipated remediation not reduced by any potential recovery from insurance carriers or through contested third-party legal actions and are not discounted for the time value of money.
The Corporation has continued the operation of the ground water and soil remediation activities at a previously owned facility located in Wood-Ridge, New
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
Jersey, which was sold in December 2001. The Corporation remains responsible for this remediation in accordance with the sale agreement.
The Corporation is joined with many other corporations and municipalities as potentially responsible parties in a number of environmental cleanup sites, which include but are not limited to the Caldwell Trucking landfill superfund site, Fairfield, New Jersey; Sharkey landfill superfund site, Parsippany, New Jersey; Pfohl Brothers landfill site, Cheektowaga, New York; Amenia landfill site, Amenia, New York; and Chemsol, Inc. superfund site, Piscataway, New Jersey.
In October 2002, the Corporation acquired the Electro-Mechanical Division ("EMD") facility from Westinghouse Government Services LLC ("Seller"). Included in the purchase was the assumption of several Nuclear Regulatory Commission ("NRC") licenses necessary for the continued operation of the business. In connection with these licenses, the NRC required financial assurance from the Corporation (in the form of a parent company guarantee) for the settlement of estimated environmental decommissioning and remediation costs associated with the commercial operations covered by the licenses. In addition, the Corporation has established reserves for additional potential environmental remediation costs. Remediation and investigation of the EMD facility are ongoing. The Corporation obtained partial environmental insurance coverage specifically for the EMD facility. The policy provides coverage for losses due to on or off-site pollution conditions that were pre-existing and unknown at the time of acquisition.
The Corporation believes that the outcome of any of the above mentioned matters would not have a material adverse effect on the Corporation's results of operations or financial condition.
12. SEGMENT INFORMATION
The Corporation manages and evaluates its operations based on the products and services it offers and the different markets it serves. Based on this approach, the Corporation has three reportable segments: Flow Control, Motion Control, and Metal Treatment.

                                                             (In thousands)
                                  -------------------------------------------------------------------
                                                     Three Months Ended June 30, 2003
                                  -------------------------------------------------------------------
                                   Flow     Motion      Metal     Segment    Corporate   Consolidated
                                  Control   Control   Treatment    Totals     & Other       Totals
                                  -------   -------   ---------   --------   ---------   ------------
Revenue from external customers   $85,617   $60,984    $36,256    $182,857     $  --       $182,857
Intersegment revenues                  --        --        136         136      (136)            --
Operating income                    8,748     4,107      5,030      17,885      (448)        17,437	

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)

                                                             (In thousands)
                                  -------------------------------------------------------------------
                                                     Three Months Ended June 30, 2002
                                  -------------------------------------------------------------------
                                   Flow     Motion      Metal     Segment    Corporate   Consolidated
                                  Control   Control   Treatment    Totals     & Other       Totals
                                  -------   -------   ---------   --------   ---------   ------------
Revenue from external customers   $34,752   $59,771    $27,254    $121,777     $  --       $121,777
Intersegment revenues                  --        --        119         119      (119)            --
Operating income                    4,634     7,332      3,576      15,542      (464)        15,078	

                                                              (In thousands)
                                  ---------------------------------------------------------------------
                                                           Identifiable Assets
                                  ---------------------------------------------------------------------
                                    Flow      Motion      Metal     Segment    Corporate   Consolidated
                                  Control    Control    Treatment    Totals     & Other       Totals
                                  --------   --------   ---------   --------   ---------   ------------
June 30, 2003                     $312,511   $278,339    $159,799   $750,649    $110,346     $860,995
December 31, 2002                  319,272    260,984     125,642    705,898     107,026      812,924	

                                                              (In thousands)
                                  ---------------------------------------------------------------------
                                                      Six Months Ended June 30, 2003
                                  ---------------------------------------------------------------------
                                    Flow      Motion      Metal     Segment    Corporate   Consolidated
                                  Control    Control    Treatment    Totals     & Other       Totals
                                  --------   --------   ---------   --------   ---------   ------------
Revenue from external customers   $178,958   $118,024    $65,808    $362,790     $  --       $362,790
Intersegment revenues                   --         --        268         268      (268)            --
Operating income                    23,066      9,197      8,781      41,044      (262)        40,782	

                                                                (In thousands)
                                  -------------------------------------------------------------------------
                                                        Six Months Ended June 30, 2002
                                  -------------------------------------------------------------------------
                                    Flow      Motion        Metal       Segment    Corporate   Consolidated
                                  Control    Control    Treatment(1)    Totals    & Other(2)      Totals
                                  --------   --------   ------------   --------   ----------   ------------
Revenue from external customers    $64,870   $102,023    $52,671       $219,564     $  --        $219,564
Intersegment revenues                   --         --        228            228      (228)             --
Operating income                     8,290     14,114      6,336         28,740      (748)         27,992	

(1) 2002 operating income for Metal Treatment includes non-recurring costs of $451 associated with the relocation of a shot-peening facility.
(2) 2002 operating income for Corporate includes $247 of net environmental remediation and administrative expenses.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
Reconciliation:

                                               (In thousands)
                                  Three months ended     Six months ended
                                 June 30,   June 30,   June 30,   June 30,
                                   2003       2002       2003       2002
                                 --------   --------   --------   --------
Total segment operating income   $17,885    $15,542    $41,044    $28,740
Corporate and administrative        (448)      (464)      (262)      (748)
Pension income, net                  528      2,254      1,053      4,508
Other income, net                    515        448        273        520
Interest expense                    (942)      (466)    (1,793)      (659)
                                 -------    -------    -------    -------
Earnings before income taxes     $17,538    $17,314    $40,315    $32,361
                                 =======    =======    =======    =======	

13. COMPREHENSIVE INCOME
Total comprehensive income for the three months and six months ended June 30, 2003 and 2002 are as follows:

                                             (In thousands)
                                 Three months ended   Six months ended
                                       June 30,            June 30,
                                   2003      2002       2003      2002
                                 -------   -------    -------   -------
Net earnings                     $10,873   $10,816    $24,995   $20,132
Equity adjustment from
foreign currency translations      5,772     9,344      6,001     8,032
                                 -------   -------    -------   -------
Total comprehensive income       $16,645   $20,160    $30,996   $28,164
                                 =======   =======    =======   =======	

The equity adjustment from foreign currency translation represents the effect of translating the assets and liabilities of the Corporation's non-U.S. entities. This amount is impacted year-over-year by foreign currency fluctuations and by the acquisitions of foreign entities.
14. CONTINGENCIES AND COMMITMENTS
The Corporation's subsidiary located in Switzerland entered into sales agreements with two European defense organizations which contain offset obligations to purchase approximately 43.0 million Swiss francs of product from suppliers located in the two European countries over multi-year periods which expire in 2005 and 2007. The agreements contain a penalty of 5-10% of the unfulfilled obligation at the end of the term of the agreements. As of June 30, 2003, the Corporation has accrued 0.6 million Swiss francs (approximately $0.4 million) included in current liabilities as a contingency against not achieving compliance with these agreements.
The Corporation, through its subsidiary located in Switzerland, entered into a credit agreement with UBS AG ("UBS") for a credit facility in the amount of 6.0 million Swiss francs (approximately $4.4 million) for the issue of performance
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
guarantees related to a long-term contract. As of June 30, 2003, the amount of restricted cash under this facility was $2.3 million, all of which is expected to be released from restriction within one year.
In October 2002, the Corporation acquired EMD. Included in the purchase was the assumption of several NRC licenses necessary for the continued operation of the business. In connection with these licenses the NRC required financial assurance from the Corporation (in the form of a parent company guarantee), for the settlement of estimated environmental decommissioning and remediation costs associated with the commercial operations covered by the licenses. The guarantee for the decommissioning costs of the nuclear facility is $2.8 million, which is scheduled for completion in 2017.
Consistent with other entities its size, the Corporation is party to several legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Corporation's results of operations or financial position.
15. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations." This statement addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires the Corporation to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred, if a reasonable estimate can be made. Upon initial recognition of such a liability, if any, the Corporation would capitalize the asset retirement cost as an asset equal to the fair value of the liability and allocate such cost to expense systematically over the useful life of the underlying asset. The estimated future liability would be subject to change, with the effects of such change affecting the asset retirement cost and the related expense as appropriate. The provisions of this statement are effective for fiscal years beginning after June 15, 2002. The adoption of this statement did not have a material impact on the Corporation's results of operation or financial condition.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal Activities." This statement applies to costs associated with exit or disposal activities and requires that liabilities for costs associated with these activities be recognized and measured initially at its fair value in the period in which the liability is incurred. The provisions of this statement are effective for exit or disposal activities initiated after December 31, 2002. The adoption of this statement did not have a material impact on the Corporation's results of operation or financial condition.
In November 2002, the FASB issued Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
Guarantees of Indebtedness of Others." This interpretation relates to a guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees. This interpretation requires the issuer of a guarantee to recognize a liability at the inception of that guarantee. The Corporation is required to apply the interpretation to all guarantees issued or modified after December 31, 2002. The disclosure requirements of this interpretation are effective for financial statements of interim and annual periods ending after December 15, 2002. The adoption of this statement did not have a material impact on the Corporation's results of operation or financial condition.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure." This statement provides alternate methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the statement requires additional disclosures about the methods of accounting for stock-based employee compensation and the effect of the method used on reported results. The provisions of this statement are effective for fiscal years beginning after December 15, 2002. The Corporation intends on continuing to account for its stock options under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and thus the adoption of the new standard did not have a material impact on the Corporation's results of operation or financial condition.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities ("VIE"s)" ("FIN 46"). This interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," addresses when a company should include in its financial statements the assets and liabilities of unconsolidated VIEs. FIN 46 is effective for VIEs created or acquired after January 31, 2003. It applies in the first interim period beginning after June 15, 2003, to VIEs in which an enterprise holds a VIE it acquired before February 1, 2003. The adoption of this statement did not have a material impact on the Corporation's results of operation or financial condition.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The Statement is effective for financial instruments entered into or modified after May 31, 2003. It applies in the first interim period beginning after June 15, 2003, to entities with financial instruments acquired before May 31, 2003. The adoption of this statement did not have a material impact on the Corporation's results of operation or financial condition.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
 (UNAUDITED)
16. SUBSEQUENT EVENTS
Acquisition
Peritek
On August 4, 2003, the Corporation acquired the assets and liabilities of Peritek Corporation ("Peritek"). The purchase price of the acquisition, subject to adjustment as provided in the Asset Purchase Agreement, was $3.0 million in cash and the assumption of certain liabilities. The purchase price was funded from cash available from operations. Annual revenues of the purchased business are approximately $3.0 million.
Peritek is a leading supplier of video and graphic display boards for the embedded computing industry and supplies a variety of industries including aviation, defense and medical. Its graphics controllers include PMC, PCI, CompactPCI and VME solutions that support a number of operating languages including Solaris, Windows, Linux, VxWorks and LynuxOS. In addition, Peritek supplies products for bomb detection, industrial automation and medical imaging application. Management intends to integrate the operations of Peritek into the Corporation's Motion Control Segment.
Page 20 of 35
PART I - ITEM 2
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
RESULTS of OPERATIONS
Three months ended June 30, 2003
Sales for the second quarter of 2003 totaled $182.9 million, an increase of 50% from sales of $121.8 million for the second quarter of 2002. New orders received for the current quarter of $185.1 million were up 57% over the orders of $117.8 million for the second quarter of 2002. Backlog increased 7% to a new record high of $511.5 million at June 30, 2003 from $478.5 million at December 31, 2002. Approximately 70% of our backlog is from military business. Sales for the second quarter of 2003 as compared to the same period last year benefited from the acquisitions completed in the fourth quarter of 2002 and the first six months of 2003, which contributed $59.5 million to sales in the quarter. Sales adjusted to exclude those acquisitions were $123.4 million in the second quarter of 2003, an increase of 1% over the same period last year. Higher sales of flow control products to the non-nuclear naval program, the nuclear power generation, and European valve markets, higher sales from our domestic ground defense business and from our shot peening services, all contributed to the growth in base businesses. Sales to the commercial aerospace OEM and overhaul and repair markets were down for the quarter. Foreign exchange translation also had a favorable impact on sales, contributing approximately 3% to the sales increase from the prior year.
Operating income for the second quarter of 2003 totaled $17.4 million, an increase of 16% from operating income of $15.1 million for the same period last year. The increase is primarily attributable to the contributions of acquisitions completed in the fourth quarter of 2002 and the first six months of 2003, which amounted to $6.1 million. Operating income excluding these acquisitions was $11.3 million, a 25% decrease over the same period last year. Operating margins from the base business units decreased in the second quarter of 2003 as compared to the prior year mainly due to unfavorable sales mix, lower volume within the Motion Control segment, higher facility start-up costs and the bankruptcy of a major customer for the Metal Treatment segment, and higher research and development costs, partially offset by favorable foreign currency translation.
Net earnings for the second quarter of 2003 totaled $10.9 million, or $1.04 per diluted share, which represents an increase of 1% over the net earnings for the second quarter of 2002 of $10.8 million, or $1.03 per diluted share. Higher business segment operating income in the second quarter of 2003 more than offset the decrease in the Corporation's pension income as compared to the second quarter of 2002.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
RESULTS of OPERATIONS
Six months ended June 30, 2003
Sales for the first six months of 2003 increased 65% to $362.8 million, as compared to $219.6 million for the same period last year. Acquisitions made during the last fifteen months contributed $134.8 million in incremental sales during the first six months of 2003. New orders of $391.0 million were 83% higher than the first six months of 2002, mainly due to the above-mentioned acquisitions, and were split evenly between military and commercial. Higher sales of flow control products for the commercial nuclear power generation, non-nuclear naval program, and European valve markets, higher sales from our domestic ground defense business, and higher metal treatment related services mostly offset declines in aerospace component overhaul and repair services, sales of commercial aerospace OEM products and European ground defense business. In addition, foreign currency translation had a favorable impact on sales of approximately $7.4 million for the year.
Operating income for the first six months of 2003 totaled $40.8 million, an increase of 46% from operating income of $28.0 million for the same period last year. The increase is primarily attributed to the contributions of acquisitions made during the last fifteen months, which amounted to $16.1 million in incremental operating income, and solid organic growth in our base flow control and metal treatment businesses. These improvements were offset by lower margins as a result of lower volume in the commercial aerospace and overhaul and repair businesses and lower margins attributable to unfavorable sales mix within the European ground defense business and the oil and gas markets. Another factor contributing to the change was a favorable foreign currency translation.
Net earnings for the first six months of 2003 totaled $25.0 million, or $2.40 per diluted share, an increase of 24% from net earnings for the first six months of 2002 of $20.1 million, or $1.93 per diluted share. This increase reflects the higher business segment operating income in 2003, which offset the decrease in the lower non-operating pension income.
Operating Performance:
Flow Control
The Corporation's Flow Control segment posted sales of $85.6 million for the second quarter of 2003, an increase of 146% when compared with $34.8 million in the second quarter of 2002. Acquisitions completed in the fourth quarter of 2002 represented $49.4 million of this increase, while the balance of the segment's businesses increased $1.5 million, or 4%, as compared to the second quarter of 2002. The organic growth was due to stronger sales of products for the non-nuclear navy and commercial power generation markets, and higher international valve sales. In addition, foreign currency translation favorably impacted sales for the second quarter of 2003 by approximately $0.6 million.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
Operating income for the second quarter of 2003 was $8.7 million, an increase of 89% as compared to $4.6 million for the same period last year. Acquisitions made in the fourth quarter of 2002 generated operating income of $5.0 million, while the balance of the segment businesses declined 19% over the comparable period last year. The lower operating margins were due to unfavorable sales mix and higher research and development costs for new product development.
Sales for the first six months of 2003 were $179.0 million, an increase of 176% over the same period last year of $64.9 million. The improvement was largely due to the acquisitions made during the last fifteen months and solid sales in most of the base businesses, including non-nuclear products for the navy and commercial power generation plants, and higher sales to the domestic and international oil and gas markets. Foreign currency translation also favorably impacted the sales growth.
Operating income for the first six months of 2003 was $23.1 million, an increase of 178% over the same period last year of $8.3 million. The improvement resulted from the higher sales volumes, improved margins on flow control products for commercial nuclear applications and heavy truck markets, and overall cost reduction programs. Operating income for the first six months of 2003 from our base businesses increased 7% as compared to the prior year period.
New orders received for the Flow Control segment totaled $68.1 million in the second quarter of 2003 and $192.3 million for the first six months of 2003, representing an increase of 123% and 169%, respectively from the same periods in 2002. New orders from the acquisitions made during the last fifteen months amounted to $30.3 million and $123.8 million for the three and six months ended June 30, 2003, respectively. Backlog increased 4% to $317.6 million at June 30, 2003 from $304.3 million at December 31, 2002.
Motion Control
Sales for the Corporation's Motion Control segment improved 2% to $61.0 million in the second quarter of 2003, from $59.8 million in the second quarter of 2002, primarily due to the contribution of the acquisition of Collins Technologies in February 2003. Excluding the acquisition, the base business experienced a decline of 2% from the second quarter of 2002 mainly due to the reduction in commercial aircraft production, lower sales associated with the overhaul and repair services provided to the global airline industry, and a slight drop in the European ground defense business. These lower sales were partially offset by stronger domestic ground defense sales primarily related to the expedited deliveries of the Bradley fighting vehicle and an increase in sales of military aerospace products, primarily F-16 spare parts. In addition, foreign currency translation favorably impacted sales for the second quarter of 2003 by approximately $2.2 million.
Page 23 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
Operating income for the second quarter of 2003 was $4.1 million, a decrease of 44% from the same period last year of $7.3 million. Lower margins were driven by lower sales volume as mentioned above, unfavorable sales mix, higher than planned research and development costs, and the timing of certain trade show expenses. The contribution from the Collins Technologies acquisition partially offset these declines. The business segment also benefited from favorable foreign currency translation as compared to the second quarter of 2002.
Sales for the first six months of 2003 were $118.0 million, an increase of 16% over the same period last year of $102.0 million. The improvement was largely due to the acquisitions made during the last fifteen months and the strong sales of defense related products, partially offset by lower aerospace component overhaul and repair services and commercial aerospace OEM products. Foreign currency translation also favorably impacted the sales growth.
Operating income for the first six months of 2003 was $9.2 million, a decrease of 35% over the same period last year of $14.1 million. The lower operating income was due to lower sales volume and unfavorable sales mix, partially offset by the contributions from the acquisitions made during the last fifteen months and the favorable impact of foreign currency translations.
New orders received for the Motion Control segment totaled $80.5 million in the second quarter of 2003 and $132.4 million for the first six months of 2003, an increase of 34% and 48%, respectively, from the same periods in 2002. New orders from the 2002 and 2003 acquisitions amounted to $14.8 million and $45.1 million for the three and six months ended June 30, 2003, respectively. Backlog increased 11% to $192.4 million at June 30, 2003 from $173.2 million at December 31, 2002.
Metal Treatment
Sales for the Corporation's Metal Treatment segment totaled $36.3 million for the second quarter of 2003, up 33% when compared with $27.3 million in the second quarter of 2002. The improvement was mainly due to contributions from the 2002 and 2003 acquisitions, which contributed $7.8 million of sales to the second quarter of 2003. The main contributor to this increase was the E/M Coatings business, which was acquired on April 2, 2003. Higher sales of shot peening services for the aerospace and automotive industries in Europe and sales from our new laser peening technology also contributed to the higher sales for the quarter. In addition, foreign currency translation favorably impacted sales for the second quarter of 2003 by approximately $1.4 million.
Operating income for the second quarter of 2003 increased 41% to $5.0 million from $3.6 million for the same period last year. The increase was due to higher sales volume, cost reduction programs, and favorable foreign currency translation. A major customer bankruptcy and facility start-up costs partially offset the above mentioned margin improvements.
Page 24 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
Sales for the first six months of 2003 were $65.8 million, an increase of 25% over the same period last year of $52.7 million. The increase was mainly due to the contribution from the acquisition of E/M Coatings, higher sales of shot peening and laser peening services, and the favorable impact from foreign currency translation.
Operating income for the first six months of 2003 was $8.8 million, an increase of 39% over the same period last year of $6.3 million. The increase was due to the higher sales volume, cost reduction programs, and favorable foreign currency translation. These improvements were partially offset by the above mentioned bankruptcy and start-up costs.
New orders received for the Metal Treatment segment totaled $36.5 million in the second quarter of 2003 and $66.3 million for the first six months, increases of 22% and 28%, respectively, from the same periods in 2002. Backlog increased 50% to $1.5 million from $1.0 million at December 31, 2002.
Corporate and Other Expenses
The Corporation had a non-segment operating loss in the first half of 2003 of $0.3 million as compared to $0.7 million in the same period last year. The decrease was primarily due to the collection in 2003 on a settlement from a 2002 lawsuit, whereby the Corporation was awarded damages associated with our former Wood-Ridge Business Complex facility. The non-segment operating loss for the first half of 2002 also included net environmental remediation costs.
Non-Operating Revenues/Expense
For the second quarter of 2003, the Corporation recorded other non-operating net revenues totaling $1.0 million, compared with $2.7 million for the second quarter of 2002. The decrease was primarily caused by lower pension income, primarily due to lower investment returns on the Corporation's pension assets and lower interest rates.
The Corporation recorded other non-operating net losses for the first six months of 2003 totaling $1.3, compared with other non-operating net revenues of $5.0 million for the same period last year. The decrease was also related primarily to the above-mentioned lower returns on pension income.
CHANGES IN FINANCIAL CONDITION
Liquidity and Capital Resources
The Corporation's working capital was $151.1 million at June 30, 2003, an increase of $13.9 million from the working capital at December 31, 2002 of $137.2 million. The ratio of current assets to current liabilities was 2.0 to 1 at June 30, 2003 versus 1.8 to 1 at December 31, 2002.
Page 25 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
Cash and cash equivalents totaled $48.2 million in the aggregate at June 30, 2003, up 1% from $47.7 million at the prior year-end. In addition to the impact of the three acquisitions completed during the first six months of 2003, working capital changes were highlighted by a net increase to inventory of $9.6 million due to higher forecasted sales. Days sales outstanding at June 30, 2003 was 52 days as compared to 54 days at December 31, 2002. Inventory turns were 5.9 for the six months ended June 30, 2003 as compared to 4.1 during the same period a year ago.
At June 30, 2003, the Corporation had two credit agreements aggregating $225.0 million with a group of eight banks. The Revolving Credit Agreement offers a maximum of $135.0 million over five years to the Corporation for cash borrowings and letters of credit. The Revolving Credit Agreement expires May 13, 2007, but may be extended annually for successive one-year periods with the consent of the bank group. The Corporation also has in effect a Short-Term Credit Agreement, which allows for cash borrowings up to $90.0 million. The Short-Term Credit Agreement expires May 7, 2004, and may be extended, with the consent of the bank group, for additional periods not to exceed 364 days each. Borrowings under these agreements bear interest at a floating rate based on market conditions. In addition, the Corporation's rate of interest and payment of facility fees are dependent on certain financial ratios of the Corporation, as defined in the agreements. As of June 30, 2003, the Corporation pays annual facility fees on the entire commitments of the Revolving Credit Agreement and Short-Term Credit Agreement. The Corporation is required under these agreements to maintain certain financial ratios and meet certain net worth and indebtedness tests. Cash borrowings (excluding letters of credit) under the two credit agreements at June 30, 2003 were $159.6 million compared with cash borrowings of $33.4 million at June 30, 2002. The unused credit available under these agreements at June 30, 2003 was $45.2 million.
Industrial revenue bonds, which are collateralized by real estate, machinery, and equipment, were $14.4 million at June 30, 2003 and $13.4 million at June 30, 2002. The loans outstanding under the Revolving Credit Agreement and Industrial Revenue Bonds had variable interest rates averaging 2.1% and 2.4% for the second quarter of 2003 and 2002, respectively.
During the six months ended June 30, 2003, internally available funds were adequate to meet capital expenditures of $15.8 million. Capital expenditures incurred during the period were for new and replacement machinery and equipment within the business segments and for the expansion of new product lines. The Corporation is expected to make additional capital expenditures of approximately $30 million during the balance of the year on machinery and equipment for ongoing operations at the business segments, expansion of existing facilities, and investments in new product lines and facilities. Included in the capital expenditures during the first quarter of 2003 was $3.1 million from the businesses acquired in 2003 and 2002.
Cash generated from operations is considered adequate to meet the Corporation's cash requirements for the upcoming year, including anticipated debt repayments, planned
Page 26 of 35
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
capital expenditures, dividends, satisfying environmental obligations, and working capital requirements. Undistributed earnings from the Corporation's foreign subsidiaries are considered to be permanently reinvested.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that affect our financial condition and results of operations:
Revenue recognition: The realization of revenue refers to the timing of its recognition in the accounts of the Corporation and is generally considered realized or realizable and earned when the earnings process is substantially complete and all of the following criteria are met: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the Corporation's price to its customer is fixed or determinable; and 4) collectibility is reasonably assured.
The Corporation records sales and related profits on production and service type contracts as units are shipped and title and risk of loss have transferred or as services are rendered. This method is used in our Metal Treatment segment and in some of the business units within the Motion Control and Flow Control segments which serve commercial markets.
For certain contracts that require substantial performance over an extended period before deliveries begin, sales and estimated profits are recorded by applying the percentage-of-completion method of accounting. The percentage-of-completion method of accounting is used primarily for the Corporation's defense contracts and certain long-term commercial contracts. This method recognizes revenue and profit as the contracts progress towards completion. For certain government contracts that contain a significant number of external performance milestones, as defined by the customer, sales are recorded based upon achievement of these external performance milestones. The performance milestone method is an output measure of progress towards completion made in terms of results achieved. For certain fixed price contracts, where none or a limited number of external milestones exist, the cost-to-cost method of accounting is used. Under the cost-to-cost input method, sales and profits are recorded based on the ratio of costs incurred to an estimate of total costs at completion.
Application of percentage-of-completion methods of revenue recognition requires the use of reasonable and dependable estimates of the future material, direct labor, and overhead costs that will be incurred. The percentage-of-completion method of accounting for long-term contracts requires a disciplined cost estimating system in which all functions of the business are integrally involved. These estimates are determined based upon the industry knowledge and experience of the Corporation's engineers, project managers, and financial staff. These estimates are significant and
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
reflect changes in cost and operating performance throughout the contract and could have a significant impact on operating performance.
Under certain commercial contracts that take less than a year to complete and where the contract amount is less than one million dollars, the completed contract method is utilized. Under the completed contract method, revenue and costs are recognized when the Corporation substantially completes work under the contract.
Under the percentage-of-completion and completed contract methods, provisions for estimated losses on uncompleted contracts are recognized in the period in which the likelihood of such losses are determined. Certain contracts contain provisions for the redetermination of price and, as such, management defers a portion of the revenue from those contracts until such time as the price has been finalized.
Some of the Corporation's customers withhold certain amounts from the billings they receive. These retainages are generally not due until the project has been completed and accepted by the customer.
Inventory: Inventory costs include materials, direct labor, and overhead costs, which are stated at the lower of cost or market, where market is limited to the net realizable value. The Corporation estimates the net realizable value of its inventories and establishes reserves to reduce the carrying amount of these inventories to net realizable value, as necessary. The stated inventory costs are also reflective of the estimates used in applying the percentage-of-completion revenue recognition method.
The Corporation purchases materials for the manufacture of components for sale. The decision to purchase a set quantity of a particular item is influenced by several factors including: current and projected price, future estimated availability, existing and projected contracts to produce certain items, and the estimated needs for its businesses.
For certain of its long-term contracts, the Corporation utilizes progress billings, which represent amounts billed to customers prior to the delivery of goods and services and are a reduction to inventory and receivables. Progress billings are generally based on costs incurred, including direct costs, overhead, and general and administrative costs and are a reduction to inventory.
Pension and other postretirement benefits: The Corporation, in consultation with its actuary, determines the appropriate assumptions for use in determining the liability for future pension and other postemployment benefits. The most significant of these assumptions include the number of employees who will receive benefits along with the tenure and salary level of those employees, the expected return on plan assets, the discount rates used on plan obligations, and the trends in health care costs. Changes in these assumptions in future years will have an effect on the Corporation's pension and postretirement costs.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
For the six months ended June 30, 2003, the Corporation recognized non-cash pension income from the Curtiss-Wright Pension Plan of approximately $1.1 million because the excess of amounts funded for the pension plan in prior years yields returns that exceed the calculated costs associated with the liability in the current year. As of June 30, 2003, the Corporation had a prepaid pension asset of approximately $77.1 million and accrued pension and other postretirement costs of $2.4 million relating to the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan. As a result of the acquisition of EMD in October 2002, the Corporation assumed underfunded pension and postretirement liabilities of $73.7 million. Expenses incurred during the six months ended June 30, 2003 related to the EMD plans were approximately $3.7 million. Additionally, the Corporation made a $2.5 million contribution to the EMD Pension Plan on April 15, 2003.
The timing and amount of future pension income or expense to be recognized each year is dependent on the demographics and expected earnings of the plan participants, the expected interest rates in effect in future years, and the actual and expected investment returns of the assets in the pension trust. Additionally, the Corporation will experience additional pension and postretirement costs in the future due to the acquisition of EMD and the assumption of its pension plan.
Environmental reserves: The Corporation provides for environmental reserves when, in conjunction with internal and external legal counsel, it is determined that a liability is both probable and estimable. In many cases, the liability is not fixed or capped when the Corporation first records a liability for a particular site. In estimating the future liability and continually evaluating the sufficiency of such liabilities, the Corporation weighs certain factors including the Corporation's participation percentage due to a settlement by or bankruptcy of other potentially responsible parties, a change in the environmental laws requiring more stringent requirements, a change in the estimate of future costs that will be incurred to remediate the site, and changes in technology related to environmental remediation.
Purchase Accounting: The Corporation applies the purchase method of accounting to its acquisitions. Under this method, the purchase price, including any capitalized acquisition costs, is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with any excess recorded as goodwill. The Corporation, in consultation with third-party valuation advisors, determines the fair values of such assets and liabilities. During 2003, the fair value of assets acquired and liabilities assumed through acquisitions were estimated to be $38.3 million and $2.8 million, respectively. The assigned initial fair value to these acquisitions are tentative and may be revised prior to finalization, which is to be completed within a reasonable period, generally within one year of acquisition.
Goodwill: As a result of acquisitions made, the Corporation has approximately $211.9 million in goodwill as of June 30, 2003. The recoverability of goodwill is subject to an annual impairment test based on the estimated fair value of the underlying businesses. Additionally, goodwill is tested for impairment when an event occurs or if circumstances
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. These estimated fair values are based on estimates of future cash flows of the businesses. Factors affecting these future cash flows include the continued market acceptance of the products and services offered by the businesses, the development of new products and services by the businesses and the underlying cost of development, the future cost structure of the businesses, and future technological changes. Estimates are also used for the Corporation's cost of capital in discounting the projected future cash flows. If it has been determined that an impairment has occurred, the Corporation may be required to recognize an impairment of its asset, which would be limited to the difference between the book value of the asset and its fair value. Any such impairment would be recognized in full in the reporting period that it has been identified.
Other intangible assets: Other intangible assets are the result of acquisitions and consist primarily of purchased technology, backlog, and technology licenses. Intangible assets are recorded at their fair values as determined through purchase accounting and are amortized ratably to match their cash flow streams over their estimated useful lives, which range from 1 to 20 years. The Corporation reviews the recoverability of intangible assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. Any impairment would be recorded in the period in which it has been identified.
Recent Developments
Please refer to Note 16 of the Corporation's Consolidated Financial Statements in Part 1, Item 1 of this quarterly report.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Corporation's market risk during the six months ended June 30, 2003. Information regarding market risk and market risk management policies is more fully described in item "7A. Quantitative and Qualitative Disclosures about Market Risk" of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2002.
Item 4. CONTROLS AND PROCEDURES
As of June 30, 2003, management, including the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized, and reported as and when required.
There have been no significant changes in the Company's internal controls, or in other factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.
FORWARD-LOOKING INFORMATION
Except for historical information contained herein, this Quarterly Report on Form 10-Q does contain "forward-looking" information within the meaning of
Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. Examples of forward-looking information include, but are not limited to, (a) projections of or statements regarding return on investment, future earnings, interest income, other income, earnings or loss per share, investment mix and quality, growth prospects, capital structure, and other financial terms,
(b) statements of plans and objectives of management, (c) statements of future economic performance, and (d) statements of assumptions, such as economic conditions underlying other statements. Such forward- looking information can be identified by the use of forward looking terminology such as "believes," "expects," "may," "will," "should," "anticipates," or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. No assurance can be given that the future results described by the forward-looking information will be achieved. Such statements are subject to risks, uncertainties, and other factors which are outside our control that could cause actual results to differ materially from future results expressed or implied by such forward- looking information. Readers are cautioned not to put undue reliance on such forward-looking information. Such statements in this Report include, without limitation, those contained in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations and the Notes to the Consolidated Financial Statements including, without limitation, the Environmental Matters Note. Important factors that could cause the actual results to differ materially from those in these forward-looking statements include, among other items, (i) a reduction in anticipated
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
orders, (ii) change in governmental spending, (iii) an economic downturn, (iv) unanticipated environmental remediation expenses or claims, (v) changes in the need for additional machinery and equipment and/or in the cost for the expansion of the Corporation's operations, (vi) changes in the competitive marketplace and/or customer requirements, (vii) an inability to perform customer contracts at anticipated cost levels, and (viii) other factors that generally affect the business of companies operating in the Corporation's Segments.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In the ordinary course of business, the Corporation and its subsidiaries are subject to various pending claims, lawsuits and contingent liabilities. The Corporation does not believe that disposition of any of these matters will have a material adverse effect on the Corporation's consolidated financial position or results of operations.
Item 4. SUBMISSION of MATTERS to a VOTE of SECURITY HOLDERS
On May 23, 2003, the Registrant held its annual meeting of stockholders. The matters submitted to a vote by the stockholders were the election of directors, the amendment of the 1995 Long-Term Incentive Plan, the amendment to the Certificate of Incorporation, the adoption of the Employee Stock Purchase Plan, and the appointment of independent accountants for the Registrant.
The vote received by the director nominees was as follows:

                         For      Withheld
Class B common:
Martin R. Benante     3,822,616    30,205

James B. Busey IV     3,795,123    57,697

Dave Lasky            3,823,769    29,050

William B. Mitchell   3,815,686    37,135

John Myers            3,816,413    36,408

William W. Sihler     3,789,329    36,408

J. McLain Stewart     3,830,501    22,318

Common:
S. Marce Fuller       4,722,241   385,062	

There were no votes against or broker non-votes.
The stockholders voting as a single class approved the amendment to the 1995 Long-Term Incentive Plan to authorize non-employee directors to participate under the plan. The holders of 8,009,548 shares voted in favor; 885,598 voted against and 64,968 abstained. There were no broker non-votes.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
The stockholders voting as a single class approved the amendment to the Certificate of Incorporation authorizing the increase of authorized shares of Common Stock from 11,250,000 shares to 33,750,000 shares. The holders of 6,475,212 shares voted in favor; 2,433,259 voted against and 51,540 abstained. There were no broker non-votes.
The stockholders voting as a single class approved the adoption of the 2003 Employee Stock Purchase Plan. The holders of 7,108,508 shares voted in favor; 217,933 voted against and 43,746 abstained.
The stockholders approved the appointment of Deloitte & Touche LLP, independent accountants for the Registrant. The holders of 8,826,149 shares voted in favor; 97,876 voted against and 35,875 abstained. There were no broker non-votes.
Item 6. EXHIBITS and REPORTS on FORM 8-K

(a)  Exhibits

        Exhibit 3     Amended and Restated Certificate of Incorporation as
                      amended May 23, 2003.

        Exhibit 10.1  Amended and Restated Curtiss-Wright Corporation
                      1995 Long-Term Incentive Plan (incorporated by
                      reference to Appendix VI to Registrant's
                      Definitive Proxy Statement on Schedule 14A filed
                      on April 11, 2003)

        Exhibit 10.2  Mutual Separation Agreement dated May 21, 2003
                      between Gary A. Benschip and Registrant

        Exhibit 31.1  Certification of Martin R. Benante, Chairman and CEO,
                      Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002, filed
                      herewith

        Exhibit 31.2  Certification of Glenn E. Tynan, Chief Financial Officer,
                      Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002, filed
                      herewith

        Exhibit 32    Certification  of  Martin R.  Benante,  Chairman  and CEO,
                      and Glenn E.  Tynan,  Chief  Financial  Officer,  Pursuant
                      to 18  U.S.C.  Section  1350  as  Adopted  Pursuant  to
                      Section  906  of  the Sarbanes-Oxley Act of 2002, filed
                      herewith	

(b) Reports on Form 8-K
1. On July 31, 2003 filed a Current Report on Form 8-K, dated July 30, 2003, (a) reporting under Item 12 thereof the results of the Company's operations for the quarter ended June 30, 2003, and (b) filing under Item 7 thereof the related press release.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
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/ Glenn E. Tynan
    -------------------------------
    Glenn E. Tynan
    Vice President Finance / C.F.O.
    Dated: August 13, 2003	

Page 35 of 35
 
Exhibit 3
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CURTISS-WRIGHT CORPORATION
The original Certificate of Incorporation of Curtiss-Wright Corporation was filed with the Secretary of State of the State of Delaware on August 9, 1929. This Restated Certificate of Incorporation, which further amends and restates the certificate of incorporation as heretofore amended and restated, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware ("DGCL").
1. The name of the Corporation is CURTISS-WRIGHT CORPORATION.
2. The registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington and County of New Castle. The registered agent at said address is the Corporation Trust Company.
3. The nature of the business and purposes to be conducted and promoted are to engage in any lawful act or activity for which corporations may be organized under the DGCL.
4. Authorized Stock. The Corporation is authorized to issue three classes of stock. The total number of shares which the Corporation is authorized to issue is Forty-Five Million Six Hundred Fifty Thousand (45,650,000) shares, of which Thirty Three Million Seven Hundred Fifty Thousand (33,750,000) shares shall be designated Common Stock, par value $1 per share (the "Common Stock"), Eleven Million Two Hundred Fifty Thousand (11,250,000) shares shall be designated Class B Common Stock, par value $1 per share (the "Class B Common Stock" and, together with the Common Stock, the "Corporation Common Stock"), and Six Hundred Fifty Thousand (650,000) shares shall be designated Preferred Stock, par value $.01 per share (the "Preferred Stock"). The authorized number of shares of any such class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote irrespective of Section 242(b)(2) of the DGCL or any successor provision thereto.
5. Preferred Stock. The Board of Directors of the Corporation is hereby authorized from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series and to determine with respect to each such series the designation of and the number of shares comprising such series and the powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions, of such series.
6. Common Stock. The Common Stock and the Class B Common Stock shall be identical in all respects, except as otherwise provided by law or expressly provided herein. The relative powers, preferences, rights, qualifications, limitations and restrictions of the shares of Common Stock and Class B Common Stock shall be as follows:
(a) Cash Dividends. Subject to the rights and preferences of any outstanding series of Preferred Stock, and except as otherwise provided for herein, the holders of
Common Stock and Class B Common Stock are entitled to receive dividends out of assets legally available therefor at such times and in such per share amounts as the Board of Directors may from time to time determine; provided that whenever a cash dividend is paid, the same amount shall be paid in respect of each outstanding share of Common Stock and Class B Common Stock.
(b) Stock Dividends. If at any time a dividend is to be paid in shares of Common Stock or shares of Class B Common Stock (a "stock dividend"), such stock dividend may be declared and paid only as follows: only Common Stock may be paid to holders of Common Stock and only Class B Common Stock may be paid to holders of Class B Common Stock. Whenever a stock dividend is paid, the same rate or ratio of shares shall be paid in respect of each outstanding share of Common Stock and Class B Common Stock.
(c) Property Dividends. If at anytime a dividend is to be paid in rights to purchase shares of the capital stock of the Corporation (a "rights dividend"), then: (i) if the rights dividend is of rights that entitle the holder thereof to purchase shares of Common Stock (or shares of capital stock of the Corporation having voting rights equivalent to those of the Common Stock ("Equivalent Shares")) or Class B Common Stock (or shares of capital stock of the Corporation having voting rights equivalent to those of the Class B Common Stock ("Equivalent Class B Shares")) (whether initially or upon any adjustment thereunder), then only rights to acquire Common Stock or Equivalent Shares may be paid to holders of Common Stock and only rights to acquire Class B Common Stock or Equivalent Class B Shares may be paid to holders of Class B Common Stock; and (ii) if the rights dividend is of rights that entitle the holder thereof to purchase shares of capital stock of the Corporation other than Common Stock (or Equivalent Shares) or Class B Common Stock (or Equivalent Class B Shares) (whether initially or upon any adjustment thereunder), then the Board of Directors of the Corporation may pay such dividend of rights to the holders of Common Stock and Class B Common Stock in such manner as the Board of Directors may determine. Whenever any property dividend is paid, the same rate or ratio of rights, securities or other property shall be paid in respect of each outstanding share of Common Stock and Class B Common Stock.
(d) Stock Subdivisions and Combinations. The Corporation shall not subdivide, reclassify or combine stock of any class of Corporation Common Stock without at the same time making a proportionate subdivision, reclassification or combination of shares of the other class.
(e) Voting. Voting power shall be divided between the classes of stock as follows:
(i) Subject to Article 6(e)(ii), in the election of directors holders of Class B Common Stock, voting separately as a class together with the holders of shares of any other class or series of stock which by its terms is entitled to vote with the Class B Common Stock for the election of directors (the Class B Common Stock, together with such other shares, the "Voting B Shares"), shall be entitled to elect that number of
directors which constitutes 80% of the authorized number of members of the Board of Directors (or, if such 80% is not a whole number, then the nearest higher whole number) (the "Class B Common Stock Directors"). Each share of Class B Common Stock shall have one vote in the election of the Class B Common Stock Directors. Subject to Article 6(e)(ii), holders of Common Stock, voting separately as a class together with the holders of shares of any other class or series of stock which by its terms is entitled to vote with the Common Stock for the election of directors (the Common Stock, together with such other shares, the "Voting Shares"), shall be entitled to elect the remaining directors (the "Common Stock Directors"). Each share of Common Stock shall have one vote in the election of such directors. The initial Common Stock Director shall be designated by a majority of the directors of the Corporation as of the effectiveness of this Restated Certificate of Incorporation, and the holders of Voting Shares, voting separately as a class, shall be entitled to vote for the election or replacement of such Common Stock Director at the next annual meeting of stockholders. The initial Class B Directors shall be designated by a majority of the directors of the Corporation as of the effectiveness of this Restated Certificate of Incorporation, and the holders of the Voting B Shares, voting separately as a class, shall be entitled to vote for the election or replacement of such Class B Directors at the next annual meeting of stockholders. For purposes of this Article 6(e)(i), references to the authorized number of members of the Board of Directors shall not include any directors which the holders of any shares of any series of Preferred Stock have the right to elect voting separately as one or more series.
(ii) For purposes of this Article 6(e)(ii), "Special Voting Rights" means the different voting rights of the holders of Common Stock, on the one hand, and the holders of Class B Common Stock, on the other hand, with respect to the election of the applicable percentage of the authorized number of members of the Board of Directors as described in Article 6(e)(i). If approved by the Board of Directors, at any annual or special meeting of stockholders of the Corporation, a majority of the outstanding shares of the Common Stock and Class B Common Stock, voting together as a class, may vote to eliminate the Special Voting Rights(the "Elimination Vote"), in which case the Special Voting Rights provided for in Article 6(e)(i) shall have no further force or effect, and thereafter holders of the Corporation Common Stock shall have equal voting rights in all respects, except as otherwise required by law, and shall be entitled to elect the total authorized number of members of the Board of Directors voting together (along with the holders of any other Voting Stock(as defined below)) as a single class. "Voting Stock" shall mean the Common Stock, the Class B Common Stock and the shares of any class or series of stock which by its terms is entitled to vote with the Common Stock or the Class B Common Stock for the election of directors.
(iii) Unless the Special Voting Rights have been eliminated in accordance with Article 6(e)(ii), all newly-created directorships resulting from an increase in the authorized number of directors shall be allocated between Common Stock Directors and Class B Directors such that at all times the number of Class B Common Stock directorships shall be 80% of the authorized number of members of the Board of Directors (or, if such 80% is not a whole number, then the nearest higher whole number) and the remaining directorships shall be Common Stock directorships.
(iv) Except as otherwise specified herein or required by law, the holders of Common Stock and Class B Common Stock shall in all matters not otherwise specified in this Article 6(e) vote together as one class, with each share of Common Stock and Class B Common Stock having one vote.
(f) Merger or Consolidation. The Corporation shall not enter into any consolidation of the Corporation with one or more other corporations, a merger of the Corporation with another corporation, are organization of the Corporation or other similar combination of the Corporation with one or more third parties, unless each holder of a share of Common Stock or Class B Common Stock is entitled to receive with respect to such share the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation, merger, reorganization or other combination as each other holder of a share of Common Stock and Class B Common Stock; provided that, in any such transaction consummated prior to the Elimination Vote, the holders of shares of Common Stock and Class B Common Stock may each receive different kinds of shares of stock that differ to the extent and only to the extent that the Board of Directors determines in good faith that such shares differ with respect to the rights of holders of such shares to the same extent as the Common Stock and Class B Common Stock differ as provided herein.
(g) Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock and Class B Common Stock shall participate equally per share in any distribution to stockholders, without distinction between classes.
7. The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:
(a) Except as otherwise fixed pursuant to Article 5 of this Restated Certificate of Incorporation relating to the rights of the holders of anyone or more series of Preferred Stock issued by the Corporation acting separately as one or more series to elect, under specified circumstances, directors at an annual or special meeting of stockholders, the Board of Directors shall consist of not less than five nor more than ten persons, the exact number to be fixed from time to time exclusively by the Board of Directors pursuant to are solution adopted by a majority of the Board of Directors. A director need not be a stockholder. The election of directors of the Corporation need not be by ballot unless the By-Laws so require.
(b) Subject to Articles 7(d) and 7(e), any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office and any other vacancy occurring in the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.
Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or together as series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.
(c) The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which to the extent permitted by law and provided in said resolution or resolutions or in the By-Laws of the Corporation shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may have the power to authorize the seal of the Corporation to be affixed to all papers which require it. Such committee or committees shall have such name or names as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.
(d) Any vacancy in the office of a director created by the death, resignation, retirement, disqualification, removal from office of a director or other cause, elected by (or appointed on behalf of) the holders of the Voting B Shares, on the one hand, or the holders of the Voting Shares, on the other hand, as the case may be, shall be filled by the vote of the majority of the directors (or the sole remaining director) elected by (or appointed on behalf of) such holders of Voting B Shares, on the one hand, or Voting Shares, on the other hand, as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting B Shares or Voting Shares, respectively, or unless the Elimination Vote shall have occurred, in which case such vacancy shall be filled by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in the By-Laws.
(e) Unless the Elimination Vote shall have occurred, all newly-created directorships resulting from an increase in the authorized number of directors shall be allocated pursuant to Article 6(e)(iii). Once such newly-created directorships have been allocated as Common Stock Directors or Class B Directors, such newly-created directorships shall be filled by the vote of the majority of the directors in such class (or the sole remaining director in such class), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, respectively, or unless the Elimination Vote shall have occurred, in which case such vacancy shall be filled by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in the By-Laws. Any director elected in accordance with the preceding sentence shall hold office until the next annual meeting or until his successor shall have been elected and qualified or until his earlier resignation or removal. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.
8. To the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, no director of the Corporation shall be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Neither the amendment nor repeal of this Article 8, nor the adoption of any provision of the Restated Certificate of Incorporation of the Corporation inconsistent with this Article 8, shall eliminate or reduce the effect of this Article 8 in respect of any act or omission of any director of the Corporation or any matter occurring, or any cause of action, suit or claim that, but for this Article 8, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
9. (a) Each person who was or is made a party or is threatened to be made a party to or is involved in any claim, action, suit or proceeding, whether civil, criminal, administrative, investigative or other (hereinafter a "proceeding"), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving in the course of such employment, or at the request of the Corporation, as a director, officer, employee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as such a director, officer, employee or representative or in any other capacity while serving as such a director, officer, employee or representative, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as it presently exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection there with and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or representative and shall inure to the benefit of such person's heirs, executors, administrators and other legal representatives; provided, however that, except as provided in paragraph (b) of this Article 9, the Corporation shall indemnify any such person seeking indemnification in connection with such a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof), or the initiation thereof, was authorized or approved by the Corporation. The Corporation shall pay the expenses (including attorneys' fees) incurred by such a person described in the preceding sentence (but subject to the proviso thereto) in defending any proceeding in advance of its final disposition, provided, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by such person to repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified under this Article 9 or otherwise.
(b) If a claim under paragraph (a) of this Article 9 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the requirements of the Delaware General Corporation Law have been complied with by the claimant) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action or create the presumption that the claimant has not met the applicable standard of conduct.
(c) The rights conferred by this Article 9 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Restated Certificate of Incorporation of the Corporation, By-Law, Agreement, vote of stockholders or disinterested directors or otherwise.
(d) The Corporation may maintain insurance, at its expense, to protect itself, its subsidiary and affiliated corporations, and any such director, officer, employee or representative of the Corporation or other corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
10. Except as otherwise fixed pursuant to the provisions of Article 5 of this Restated Certificate of Incorporation relating to the rights of the holders of any one or more series of Preferred Stock issued by the Corporation to call an annual or special meeting of stockholders, special meetings of the stockholders of the Corporation may be called only by the Chairman, or in his absence by the President, by the Board of Directors, or by the Secretary at the request in writing of a majority of the Board of Directors and may not be called by the stockholders of the Corporation.
11. Any action required to be taken or which may be taken by the holders of the Corporation Common Stock must be effected at a duly called annual or special meeting of such holders and may not be taken by written consent in lieu of a meeting.
12. The Board of Directors shall have the power to adopt, alter, amend and repeal the By-Laws of the Corporation, in any manner not in consistent with the laws of the State of Delaware, subject to the power of the stockholders to adopt, amend or repeal the By-Laws. Notwithstanding anything else contained in this Restated Certificate of Incorporation or the By-Laws to the contrary, the affirmative vote of the holders of record of at least 66 2/3% of the combined voting power of all of the outstanding stock of the company entitled to vote in respect thereof, voting together as a single class, shall be required (A) to alter, amend, rescind or repeal Article 7, Article 10, Article 11 or this Article 12 of this Restated Certificate of Incorporation or to adopt any provision inconsistent therewith or (B) in order for the stockholders to adopt, alter, amend, rescind or repeal any By-Laws of the Corporation.
13. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
IN WITNESS WHEREOF, Curtiss-Wright Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer this 21st day of July 2003.
CURTISS-WRIGHT CORPORATION
By:

Name: Paul J. Ferdenzi Title: Assistant Secretary
 
Exhibit 10.2
August 12, 2003
PERSONAL AND CONFIDENTIAL
Gary J. Benschip
Roseland, New Jersey 07068
Dear Gary:
The purpose of this Letter Agreement (the "Agreement") is to set forth the terms of your separation from employment with Curtiss-Wright Corporation (the "Company").
1. Your last day of active employment will be today.
2. In consideration of the obligations you assume and the other agreements made by you under this Agreement, the Company agrees that:
a. You will continue in an employment status and the Company will continue paying you your current base salary in accordance with its normal payroll procedures until August 9, 2004. You shall receive service credit toward the Company retirement plan for as long as you continue to receive severance payments. In the event that you obtain other employment prior to December 31, 2003, you shall have the right to receive on the later of January 15, 2004 or on the date you become actively employed any unpaid 2003 severance in a lump sum should you so choose upon providing the Company with reasonable notice in writing of your desire to do so. In addition, you shall have the right to receive on or after January 1, 2004 any unpaid 2004 severance in a lump sum should you so choose upon providing the Company with reasonable notice in writing of your desire to do so. It is expressly understood that this employment continuation and these payments are in complete satisfaction, among other things, of any obligations the Company may have now or in the future to pay you for time not worked such as severance pay (including any severance pay pursuant to the Severance Agreement signed by you previously), pay in lieu of notice, unpaid incentive compensation.
Gary J. Benschip
Page 2
May 9, 2003
b. You will cease to participate in or benefit from the Company's medical, dental, prescription drug and hospitalization effective May 9, 2003. Thereafter, you will be offered COBRA as provided for under the Consolidated Omnibus Budget Reconciliation Act of 1985. If you elect COBRA coverage, the Company shall pay on your behalf the applicable COBRA premium during the maximum period of 18 months as allowed under COBRA for the particular qualifying event which caused your loss of coverage even though the Company is permitted to charge you and your dependents up to 102 percent of the applicable premium for this coverage.
c. The Company shall provide you with executive outplacement services until May 8, 2004, or until you begin employment elsewhere, whichever occurs first.
d. The Company will respond to all inquiries regarding your employment with the Company, or regarding the termination of that employment by providing the dates of your employment and your last position held. The Company shall ensure that its subsidiaries or affiliates, and the officers, trustees, directors and managing agents thereof, will not at any time disparage you or otherwise take any action opposed to your best interests.
e. Currently outstanding but unvested stock options under the Long Term Incentive Compensation Agreements between the Company shall vest respectively on the anniversary dates of said Agreements as though you were actively employed by the Company through October 8, 2004. You shall have until January 8, 2005 to exercise any vested and unexercised options. You shall also receive pro rata performance units for which you are eligible under the Plan's terms and conditions.
f. The Company shall pay you 5/12ths of your 2003 target bonus under the Company's Modified Incentive Compensation Plan in accordance with the Plan's terms and conditions. Such payment shall be made no earlier than October 9, 2003.
g. The Company shall pay you for your accrued and unused vacation time, which shall be paid in June 2003.
Gary J. Benschip
Page 3
May 9, 2003
h. The Company will not oppose your receipt of unemployment benefits, and will not offset any unemployment benefits, which you may receive against any payments made under this Agreement.
i. The Company shall indemnify you for any act or omission, which you have taken in the execution of your office as Treasurer of Curtiss-Wright Corporation or any of its subsidiaries. Such indemnification shall be in accordance with all terms and conditions set forth in Section 9 of the Company's Amended and Restated Certification of Incorporation.
j. The Company shall continue to provide you with use of the Company-provided cellular telephone until May 9, 2004 as though you remained actively employed. You will be responsible for any monthly cell phone balance in excess of $100, which you shall pay promptly on a monthly basis.
3. In return for the above commitments by the Company, you agree as follows:
a. Effective as of the date you sign this Agreement, you hereby resign from any and all offices you held with the Company, its subsidiaries and affiliates.
b. You agree, for yourself and your heirs, successors and assigns, that, as of the Effective Date of this Agreement (as defined in Paragraph 8 of this Agreement), you are releasing and giving up any and all rights which you have against the Company which might arise out of your employment with the Company or which might arise out of the termination of that employment. Specifically, you hereby consent:
(i) to irrevocably and unconditionally release and discharge the Company, the subsidiaries and affiliates of both the Company, the predecessors and successors of the Company and their subsidiaries and affiliates, and the owners, stockholders, directors, trustees, officers, employees, partners and agents of both the Company and of the predecessors and successors of both the Company and their subsidiaries and affiliates (collectively "Releasees"), from any and all debts, obligations, claims, demands, judgments, or causes of action of any kind whatsoever, known or unknown, in tort, contract, by statute, or on any other basis for compensatory, punitive, or other damages, attorneys' fees, expenses, reimbursements or costs of any kind which you have or may have
Gary J. Benschip
Page 4
May 9, 2003
as of the date you sign this Agreement, including but not limited to any and all federal, state and local law claims, whether statutory or common law, including, but not limited to claims under Title VII of the Civil Rights Act of l964, the Civil Rights Act of l966, the Civil Rights Act of l99l, the Age Discrimination in Employment Act of l967, the Employee Retirement Income Security Act of l974, the Americans With Disabilities Act, the Federal Family and Medical Leave Act, Executive Orders 11246 and 11141, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act and any and all claims of wrongful discharge, constructive discharge, breach of contract, or of employment discrimination on any basis, including race, color, sex, religion, national origin, age, disability or handicap, affectional preference or sexual orientation, marital status or veterans' status; and
(ii) except as may be necessary to enforce this Agreement or as otherwise permitted by law, not to file a lawsuit or any charges of discrimination alleging any claims against any of the Releasees.
c. You acknowledge that you have an obligation of confidentiality and nondisclosure with respect to any and all confidential information and trade secrets that you acquired during the course of your employment with the Company. You will immediately return all confidential information and property belonging to or generated by or for the use of the Company, including physical or personal property, and including confidential documents which you received or prepared or helped prepare during your employment with the Company, and you will not retain any copies, duplicates, reproductions or excerpts thereof.
d. Except as provided in Paragraph 6 of this Agreement, you agree not to discuss the terms of this Agreement, or the existence of this Agreement, with any person or entity whatsoever, including, but not limited to, any employee or contractor of the Company (or of any of the subsidiaries or affiliates of the Company) or with any employee of another organization doing business with the Company (or with any of the subsidiaries or affiliates of the Company), without the prior written consent of the Company, which consent shall not be unreasonably withheld, except (l) with your spouse and immediate family; (2) as necessary in the course of preparing and filing tax returns, or in financial planning; or
(3) in any legal
Gary J. Benschip
Page 5
May 9, 2003
proceeding relating to or based upon the terms of this Agreement. Notwithstanding the foregoing, you shall have the right to advise any prospective employer or agent of a prospective employer that you and the Company agreed on a severance arrangement, the terms of which are confidential. You shall also have the right to advise any prospective employer that there are no restrictions on your ability to secure employment with any such prospective employer.
e. During the period ending May 8, 2004, the Company shall be entitled to such of your services as a consultant as the Company may from time to time reasonably request, having regard to your health, residence and personal circumstances, in connection with any matter on which you were working at the time of the termination of your employment or with respect of which you might be expected to have special competence by reason of your employment with the Company or a subsidiary or otherwise. Consulting services may not be required to the extent that the performance of such services would interfere with your seeking, accepting or performing employment elsewhere. You shall not be paid compensation (other than the payments set forth in Paragraph 2a of this Agreement) for such consulting services.
f. You expressly agree that you will not at any time disparage the Company, its subsidiaries or affiliates, or their officers, directors or trustees, and that you otherwise will not take any action opposed to the best interests of the Company, its subsidiaries or affiliates, or their officers, directors or trustees.
4. The provisions of this Agreement are severable and, if any part or subpart is found to be unenforceable, the other portions shall remain fully valid and enforceable. In the event that you breach any of your affirmative obligations under this Agreement, the Company may, in addition to any other remedies it may have at law or in equity, suspend all payments to you or on your behalf until such time as you have remedied your failure to honor your obligations. This Agreement sets forth our complete agreement regarding your employment with the Company and with regard to the termination of that employment, and this Agreement shall supersede any prior Agreements between us. This Agreement shall survive the termination of any arrangements contained herein, and this Agreement may not be varied or amended in any regard except in a writing signed by both of us.
Gary J. Benschip
Page 6
May 9, 2003
5. You acknowledge that the payments and benefits being provided to you under this Agreement are in excess of any payments or benefits to which you otherwise would be entitled.
6. If you sign this Agreement, you will be giving up important rights. Accordingly, we strongly advise you to discuss all aspects of this Agreement with an attorney of your own choosing. By your signature, you represent and agree that you fully understand the importance of this Agreement and your right to discuss this Agreement with an attorney of your own choosing. By your signature, you also represent and agree that, to the extent, if any, which you desire, you have taken advantage of your right to consult with an attorney, that you have carefully read and fully understand all of the provisions of this Agreement, and that you are voluntarily entering into this Agreement.
7. The laws of the State of New Jersey will govern this Agreement.
8. You have twenty-one (21) days from the date you receive this Agreement to decide whether to sign this Agreement. If you do sign this Agreement, you will have seven (7) days from the date you sign it to withdraw your consent to the terms of this Agreement. If you change your mind, you must send written notice of your decision to me, so that I receive your revocation no later than the seventh day after you originally signed the Agreement. If you do not revoke the Agreement within this time, the Agreement will become effective on the eighth day after you originally signed (that eighth day is also referred to in this Agreement as the "Effective Date").
9. This Agreement shall inure to the benefit of the Company, its successors and assigns; and to you, your heirs, successors, and assigns.
Gary J. Benschip
Page 7
May 9, 2003
If this letter correctly sets forth our agreement, please sign and date the enclosed copy and return it to me in the envelope provided.
Sincerely yours,
Glenn E. Tynan Vice President-Finance and Chief Financial Officer Curtiss-Wright Corporation

Gary J. Benschip
Agreed this _____ day of _________________, 2003.
 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
Exhibit 31.1
CERTIFICATIONS
I, Martin R. Benante, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Curtiss-Wright Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officer 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)) for the registrant and we 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 quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly 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
c) 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 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 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: August 13, 2003

/s/ Martin R. Benante
--------------------------------------
Chairman and Chief Executive Officer	

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
Exhibit 31.2
CERTIFICATIONS
I, Glenn E. Tynan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Curtiss-Wright Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officer 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)) for the registrant and we 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 quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly 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
c) 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 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 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: August 13, 2003

/s/ Glenn E. Tynan
-----------------------
Chief Financial Officer	

Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Curtiss-Wright Corporation (the "Company") on Form 10-Q for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martin R. Benante, as Chairman and Chief Executive Officer of the Company, and Glenn E. Tynan, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his 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/ Martin R. Benante

Martin R. Benante
Chairman and
Chief Executive Officer
August 13, 2003

/s/ Glenn E. Tynan

Glenn E. Tynan
Chief Financial Officer
August 13, 2003