CURTISS WRIGHT CORP - 10-K Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 1-134

CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- -------------------
Common stock, par value $1 per share New York Stock Exchange
Class B common stock, par value $1 per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [_]

The aggregate market value of the voting stock held by non-affiliates* of the
Registrant as of June 30, 2003, was $630.4 million.

The number of shares outstanding of each of the Registrant's classes of Common
Stock as of March 3, 2004:

Class Number of Shares
- -------------------------------------------- ----------------
Common stock, par value $1 per share 12,168,282
Class B common stock, par value $1 per share 8,764,246

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders of the Registrant for the year
ended December 31, 2003, are incorporated by reference into Parts I, II, III,
and IV. Portions of the Proxy Statement of the Registrant with respect to the
2004 Annual Meeting of Stockholders are incorporated by reference into Part III.

- ----------
* All directors and executive officers of the Registrant have been excluded from
the amount shown in accordance with the definition of the term "affiliate" in
the regulations promulgated pursuant to the Securities Exchange Act of 1934. See
material referred to under Item 12, below.

INDEX TO FORM 10-K

PART I

Forward-Looking Information 3
Introduction 3
Item 1. Business 4
Item 2. Properties 14
Item 3. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 15
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 15
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16
Item 9A. Controls and Procedures 16

PART III

Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 17
Item 12. Security Ownership of Certain Beneficial Owners and Management 17
Item 13. Certain Relationships and Related Transactions 17
Item 14. Principal Accounting Fees and Services 17

PART IV

Item 15. Exhibits, Financial Statement Schedule, and Reports on Form 8-K 17

Signatures 22
Independent Auditors Report on Financial Statement Schedule 23
Report of Independent Auditors on Financial Statement Schedule 23
Schedule II - Valuation and Qualifying Accounts 24
Exhibit Index 25

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FORWARD-LOOKING INFORMATION

Except for historical information, this Annual Report on Form 10-K may be deemed
to contain "forward-looking" information. 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, 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 could cause actual
results to differ materially from future results expressed or implied by such
forward-looking information. Such statements in this Annual Report include,
without limitation, those contained in (a) Item 1. Business, (b) Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and (c) Item 8. Financial Statements and Supplementary Data
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, the Corporation's
successful execution of internal performance plans; performance issues with key
suppliers, subcontractors, and business partners; the ability to negotiate
financing arrangements with lenders; legal proceedings; changes in the need for
additional machinery and equipment and/or in the cost for the expansion of the
Corporation's operations; product demand and market acceptance risks; the effect
of economic conditions; the impact of competitive products and pricing; product
development, commercialization, and technological difficulties; unanticipated
environmental remediation expenses or claims; capacity and supply constraints or
difficulties; an inability to perform customer contracts at anticipated cost
levels; changing priorities or reductions in the U.S. government defense budget;
contract continuation and future contract awards; U.S. and international
military budget constraints and determinations; and other factors that generally
affect the business of companies operating in the Corporation's markets and/or
industries.

INTRODUCTION

Pursuant to the Securities Exchange Act of 1934, the Registrant, Curtiss-Wright
Corporation hereby files its Annual Report on Form 10-K for the fiscal year
ended December 31, 2003. References in the text to the "Corporation," "Company,"
"Curtiss-Wright," or the "Registrant" include Curtiss-Wright Corporation and its
consolidated subsidiaries unless the context indicates otherwise. References to
the Corporation's "Annual Report" are to its 2003 Annual Report to Stockholders,
which is attached hereto as Exhibit 13.

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PART I

Item 1. Business.

Business Description

Curtiss-Wright Corporation was incorporated in 1929 under the laws of the State
of Delaware. The Corporation reports its operations in three segments, motion
control, flow control, and metal treatment, as described below. For a summary of
the products and services and the major markets by segment, please refer to the
information provided under the section "At a Glance" on page 29 of the
Registrant's Annual Report, which is incorporated by reference in this Annual
Report on Form 10-K.

Flow Control

This segment designs, manufactures, distributes, and services a broad range of
highly engineered flow control products for severe service military and
commercial applications. Military sales, primarily to the U.S. Navy as a
subcontractor, comprised 56%, 42%, and 31% of segment sales in 2003, 2002, and
2001, respectively. Flow control products are used by the U.S. Navy, nuclear
power plants, the oil and gas industry, and other commercial applications
through the various business units discussed below.

In October 2002 the segment acquired the Electro-Mechanical Corporation
("EMD"), located in Cheswick, Pennsylvania. EMD is a world leader in the
development, design, manufacturing, and qualification of critical-function,
electro-dynamic solutions for the U.S. Navy, including pumps, advanced motors,
generators, and secondary propulsors. EMD provides reactor and main coolant
pumps, design engineering services, and purification pump motors to the nuclear
U.S. Navy. Specific applications include the Los Angeles, Virginia, Trident,
Ohio and Seawolf class submarines, and the CVN Aircraft Carrier. In addition,
EMD provides ship service generators and secondary propulsion systems to the
non-nuclear U.S. Navy, including the Destroyer program. EMD is strengthening its
relationship with the Navy by teaming with Northrop Grumman in the design and
development of major subsystems for the Navy's Air System Control
Electro-Mechanical Aircraft Launch System (EMALS) for installation in its
aircraft carrier fleet. Sales of pumps to the U.S. Navy represented 10% and 3%
of consolidated revenue in 2003 and 2002, respectively.

Flow Control's Target Rock division located in East Farmingdale, New York,
designs, manufactures, refurbishes, and tests highly engineered valves and
related actuators and controllers. Target Rock valves are installed on every
nuclear submarine and aircraft carrier commissioned by the U.S. Navy and it
currently supplies all the relief valves utilized by the Naval Nuclear
Propulsion Program. Current applications include the Virginia class submarine
and aircraft carriers. Applications include various Navy submarine classes,
such as Los Angeles, Trident, and Virginia, as well as Naval Aircraft Carrrier
classes including the Nimitz. Target Rock valves are used to control the flow
of liquids and gases and to provide safety relief in high-pressure applications.
The U.S. Navy utilizes Target Rock valves in its fleet's nuclear propulsion
systems. Recently, the segment has focused its attention on non-nuclear U.S.
Navy business in an effort to diversify the product offering. Growth in this
sector has been generated through sales from aircraft launch shuttles and
control valves for aircraft carriers and ball valves for submarines. The
Peerless Instrument division, also located in East Farmingdale, New York,
designs, develops, manufactures, tests, and services specialized instrumentation
and control equipment, which includes plant instrumentation for primary and
secondary controls, steam generator control equipment, and valve and heater
controls. Sales are made by responding directly to requests for proposals from
customers.

The facilities listed above also provide products to the commercial markets,
mainly the nuclear power industry. The Target Rock division provides its valves
to owners and operators of commercial power utilities who use them in new and
existing nuclear and fossil fuel power plants. EMD supplies reactor coolant
pumps, seals, motors, and control rod drive mechanisms to similar end users.
Over the past few years, all newly built nuclear power plants have been outside
the U.S., and segment sales for such plants have been mainly to South Korea and
Taiwan. A small investment has been made in South Korea to gain a foothold in
the commercial nuclear valve market in Asia.

The segment's Enertech division in Brea, California designs, manufactures, and
distributes flow control products for sale into global commercial nuclear power
markets. The product lines include snubbers, advanced valves, valve actuators,
pumps, and test and diagnostic equipment, as well as related diagnostic
services. In addition, this operation provides training, on-site services, staff
augmentation, and engineering programs relating to nuclear power plants.

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The flow control segment's Farris, Solent & Pratt, DeltaValve, and Tapco
divisions operate facilities in the U.S., Canada, and the U.K. that design,
engineer, and manufacture spring-loaded and pilot operated pressure-relief
valves as well as metal-seated industrial gate, butterfly, and ball valves used
in standard and advanced applications including high-cycle, high-pressure,
extreme temperature, and corrosive plant environments within the petroleum,
petrochemical, chemical, and process industries. Included in these products is
the recent commercialization of the DeltaGuard'TM' coke-drum unheading device,
which represents a significant advancement in coke-drum unheading technology.
This new DeltaGuard'TM' technology is safe, easy to operate, reliable, cost
effective, and can be configured for any coke-drum application. The flow control
segment also provides inspection, installation, repair and maintenance, and
other field services for harsh environment flow control systems.

Other products within the flow control segment produced at its Sprague and
Enertech divisions include hydraulic power units and components primarily for
the automotive and entertainment industries, specialty hydraulic and pneumatic
valves, air-driven pumps, and gas boosters used in various industrial
applications as well as in directional control valves for truck transmissions
and car transport carriers. Recently, the EMD division expanded its product
offering to include both subsea pumping and hazardous waste pumping systems.

Strong competition in flow control products and services is encountered from a
large number of domestic and foreign sources. Competition occurs on the basis of
technical expertise, price, delivery, contractual terms, previous installation
history, and reputation for quality. Delivery speed and the proximity of service
centers are important with respect to aftermarket products. Sales to commercial
end users are accomplished by a combination of direct sales employees and
manufacturers' representatives located in the segment's primary market areas.
This representation provides sales coverage of nuclear power utilities,
principal boiler and reactor builders, architectural engineers, and hydrocarbon
processing industry and chemical processing industry plants worldwide. For its
military contracts, the segment receives requests for quotes from prime
contractors as a result of being an approved supplier for Naval Propulsion
System Pumps and Valves. Sales engineers support non-nuclear sales activities.
The segment uses the direct distribution basis for military and commercial
valves and associated spare parts.

Backlog for this segment at December 31, 2003, was $317.8 million, of which 30%
will be shipped after one year, compared with $304.3 million at December 31,
2002. Additionally, 34% of this segment's backlog as of December 31, 2003 is
comprised of orders with the U.S. Navy through its prime contractor, Bechtel
Group, Inc. Sales by this segment to Bechtel accounted for 34%, 30%, and 22% of
total segment sales in 2003, 2002, and 2001, respectively, or 16%, 10%, and 6%
of the Corporation's consolidated revenue. The loss of this customer would have
a material adverse effect on the business of this segment and the Corporation.
Additionally, sales to the segment's second largest customer, to which
Curtiss-Wright is also a subcontractor for the U.S. Navy, represented 16% in
2003, 7% in 2002, and 0% in 2001 of total segment sales. The loss of this
customer would have a material adverse effect on the business of this segment.
None of the business of this segment is seasonal. Raw materials are generally
available in adequate quantities.

Motion Control

This segment designs, develops, manufactures, and maintains sophisticated,
high-performance mechanical actuation and drive systems, mission-critical
electronic component and control systems, and sensors for the aerospace,
defense, and industrial equipment markets. This segment consists of three main
operating divisions: mechanical systems, sensors and drives, and electronic
systems.

The mechanical systems division's product offering to the aerospace industry
consists of electro-mechanical and hydro-mechanical actuation components and
systems, which are designed to position aircraft control surfaces, or to operate
canopies, cargo doors, weapons bay doors, or other devices used on aircraft.
Aircraft applications include actuators and electronic control systems and
sensors for the Boeing 737, 747, 757, 767, 777, Airbus A320, A330, and A340
civil air transports, the Lockheed Martin F-16 Falcon fighter jet, the Boeing
F/A-18 fighter jet, the F/A-22 Raptor fighter jet, the Bell Boeing V-22 Osprey,
and the Sikorsky Black Hawk and Seahawk helicopters. The motion control segment
is also developing flight control actuators for the Engineering and
Manufacturing Development phase of Lockheed Martin's F-35 Joint Strike Fighter
(JSF) program. The JSF is the next-generation fighter aircraft being designed
for use by all three branches of the U.S. military as well as several foreign
governments. The U.S. Air Force's Unmanned Combat Air Vehicle (UCAV) weapons bay
door system is another major development effort for the Corporation. The
manufacturing of these applications is performed at the Shelby, North Carolina
facility.

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Revenue from these products accounted for 9%, 14%, and 20% of the Corporation's
consolidated revenues in 2003, 2002, and 2001, respectively.

As a related service within the mechanical systems division, Curtiss-Wright also
provides commercial airlines, the military, and general aviation customers with
component overhaul and repair services. The services provided include the
overhaul and repair of hydraulic, pneumatic, mechanical, electro-mechanical, and
electronic components, aircraft parts sourcing, and component exchange services
for a wide array of aircraft. The division provides these services from
facilities in Gastonia, North Carolina, Miami, Florida, and a marketing and
distribution facility in Singapore.

The mechanical systems division primarily markets its aerospace products using a
direct sales force. These products are sold in competition with a number of
other suppliers, some of whom have broader product lines and greater financial,
technical, and human resources. The competitive environment for this division is
focused on a short list of players with recent strategic trends at the prime
contractor level resulting in a smaller market of vertically integrated
suppliers, with the prime contractors specializing in integration and final
assembly. Price, technical capability, performance, service, and "overall value"
are the primary forces of competition with a focus on offering solutions to
perform control and actuation functions on a limited number of new production
programs. This division's overhaul and repair services are sold in competition
with a number of other overhaul and repair providers with a focus on quality,
delivery, and price. Marketing for overhaul and repair services is accomplished
through independent sales representatives and by direct sales employees.

The sensors and drives division designs, manufactures and distributes
electro-mechanical and electro-hydraulic actuation components and systems,
including electronic controls designed for the military tracked and wheeled
vehicle, high-speed tilting train, and commercial marine propulsion markets.
These products, which are designed and manufactured at the division's facility
in Switzerland, primarily consist of turret aiming and stabilization and
suspension systems for armored military vehicles sold to defense equipment
manufacturers, and tilting systems for high-speed train applications. The
products are sold using a direct sales force to customers primarily in Western
Europe, Southeast Asia, and South Africa.

Additionally, the sensors and drives division develops and manufactures position
and fire detection sensors and systems, electronic control hardware, air data
computers, joysticks, and other electronics for the military and commercial
aerospace and industrial markets through its facilities in the U.K. and the U.S.
These products include Linear Variable Displacement Transducers ("LVDTs"),
multi-purpose flight recorders, solenoids, potentiometers, joysticks, and
faders. This division sells its products primarily to prime contractors and
system integrators, both directly and through a network of independent sales
representatives on a worldwide basis.

During 2003 the segment added to the sensors and drives division by acquiring
the assets of Collins Technologies and acquiring the outstanding stock of
Novatronics Inc. and Pickering Controls Inc. These acquisitions expanded the
segment's market share of LVDTs, entered the segment into the Rotary Variable
Displacement Transducers market, and helped establish the segment's presence
for these products in North America.

Competition with the sensor and drives division, especially in the aerospace
market, is increasingly being driven by price concerns. The ability to service
the customer with superior performance and quality is expected of all vendors,
but downward pricing pressure is emerging as a key discriminator.

The electronics division designs, develops, and manufactures mission-critical
electronic control systems primarily for defense markets. Mission-critical
electronic control products include electronic components and subsystems used in
fire control, aiming and stabilization, munitions loading, and environmental
processors for military ground vehicles. These products are used on demanding
combat platforms including the Bradley fighting vehicle, the Abrams M1A2/A3
tank, and the Brigade Combat Team Interim Armored Vehicle, which is part of the
U.S. Army's modernization and transformation efforts. The electronics division
also provides the mission management, flight control computers, and the sensor
management units used on the U.S. Air Force Global Hawk, a high-altitude and
high-endurance unmanned aerial vehicle. This division's products are
manufactured at the Vista Controls ("Vista") Littleton, Massachusetts and Santa
Clarita, California facilities. Vista sells their products primarily to the
prime contractors and subsystem suppliers, both directly and through a network
of independent sales representatives.

This segment has a licensing agreement with Viisage Technology, Inc.
("Viisage"), a supplier of facial-recognition technology and identification
systems, to market and sell their facial-recognition solutions to all agencies
associated with the U.S. Department of Defense. Viisage is a related party of
the former owner of Vista. The motion control

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segment also has a license to manufacture and distribute a Quick Reaction
Perimeter Intrusion Detection (QUPID) device, which is a unique volumetric
sensor, featuring low power and low cost, and which is easily deployed. It has
an extremely low, false alarm rate and is easily integrated with other sensor
identification and assessment systems. The product is currently under review by
the FCC and NTIA for waiver under Part 15 ultra-wideband radar rules.

During 2003 the motion control segment expanded its electronics division by
acquiring the assets of Peritek Corporation and entering into a technology
licensing and marketing collaboration agreement with DNA Computing Solutions,
thus enhancing its presence in standard, commercially available computing
technologies, referred to as commercial-off-the-shelf, or COTS, for graphic
board and ruggedized digital signal processing products. Also in 2003 the
segment added digital switches, high-speed data streaming interfaces, and other
related devices to the defense aerospace product offering through the
acquisition of the outstanding shares of Systran Corporation ("Systran"). These
devices are utilized in applications such as radar and sonar systems, high-speed
video transfer, and other signal intelligence devices.

Competition in the electronic systems division has changed from traditional
board competitors to subsystem and system providers selling to prime and second
tier defense and aerospace companies. Competition in this market is based on
quality of technology, price, and delivery times. Systran competes in the market
place by developing customized applications for each of its products, offering
broad software driver support, providing special software ports, and offering
rugged products, with a lesser focus on price.

On January 31, 2004, the segment acquired the outstanding shares of Dy 4
Systems, Inc. ("Dy 4"). Dy 4 has a significant presence in ruggedized, embedded
computing solutions for the defense and aerospace industries. Using COTS
products, Dy 4 customizes the products to perform reliably in rugged conditions,
such as extreme temperature, terrain and/or speed. Dy 4's product mix includes
single board computers, digital signal processing, communications and
Input/Output products, and graphics output. The acquisition increases the
segment's presence in embedded computing solutions for the military, medical,
and industrial controls markets.

Sales by this segment to the Boeing Company in 2003, 2002, and 2001 accounted
for 11%, 15%, and 32%, respectively, of total segment revenue, or 4%, 7%, and
13% of the Corporation's consolidated revenue. The loss of the Boeing Company as
a customer would have a material adverse effect on the motion control segment.
The U.S. Government direct and end use sales of this segment in 2003, 2002, and
2001, accounted for 56%, 49%, and 26%, respectively, of total segment sales.
Although the loss of this business would also have a material adverse affect on
this segment, no single prime contractor to the U.S. Government through which
this segment is a subcontractor provided greater than 10% of the motion control
segment revenue during any of the last three years.

Backlog for this segment at December 31, 2003, was $186.3 million, of which 17%
will be shipped after one year, compared with $173.2 million at December 31,
2002. None of the business of this segment is seasonal. Raw materials are
generally available in adequate quantities from a number of suppliers. However,
this segment utilizes sole source suppliers, the failure and/or inability of
which to provide product to this segment, could have an adverse impact on the
Corporation's financial performance. While alternatives could be identified to
replace a sole source supplier, a transition could result in increased costs and
manufacturing delays.

Metal Treatment

This segment provides approximately 50 metal treatment services, with its
principal services being shot peening and heat treating. Shot peening is the
process by which the durability of metal parts are improved by the bombardment
of the part's surface with spherical media such as steel shot or ceramic or
glass beads to compress the outer layer of the metal. Revenue of shot peening
services in 2003, 2002, and 2001 accounted for 12%, 15%, and 24%, respectively,
of the Corporation's consolidated revenues. Heat treating is a metallurgical
process of subjecting metal objects to heat and/or cold, or otherwise treating
the material to change the physical and/or chemical characteristics or
properties of the material. These processes are used principally to improve the
service life, strength, and durability of metal parts. They are also used to
form curvatures in metal panels, which are assembled as wingskins of commercial
and military aircraft, and to manufacture reed valves used in compressors. The
segment provides these services to a broad spectrum of customers in various
industries, including aerospace, automotive, construction equipment, oil and
gas, and metal working. During 2003 the metal treatment segment increased its
share of the shot peening market through the acquisition of selected net assets
of Advanced Material Process Corporation ("AMP"). AMP is located in Wayne,
Michigan and primarily services the automotive market in the Detroit area.

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In April 2003 the segment entered the coatings market with the acquisition of
selected assets of E/M Coatings Solutions ("E/M Coatings"). Coatings consist of
the application of primarily solid film lubricant coatings, which are designed
to enhance the performance of components used in a broad range of products and
industries. The method of application is by air spray or by a dipping and
spinning process for bulk applications.

In addition to shot peening, heat treating, and coatings, other metal treatment
services which are provided on a job shop basis include shot peen forming, laser
peening, wet finishing, chemical milling, and reed valve manufacturing. Working
in conjunction with Lawrence Livermore National Laboratory, the metal treatment
segment has developed an advanced metal surface treatment process utilizing
laser technology. The new laser process is being used in production to extend
the life of critical turbine engine components. Future applications include
additional turbine engine components and potentially wing skin forming, allowing
for placement of more extreme aerodynamic curvatures of wing skins of greater
thickness. The segment opened a laser peening facility in the U.S. in 2002 and
another in the U.K. during 2003.

Through a combination of acquisitions and new plant openings, this segment
continues to increase its network of regional facilities. Operations are now
conducted from 53 facilities located in the United States, Canada, England,
France, Germany, Sweden, and Belgium. The services and products of this segment
are marketed directly by employees of the segment. Although numerous companies
compete with the segment in this field and many customers have the resources to
perform such services themselves, Curtiss-Wright believes that its technical
knowledge and quality of workmanship provide a competitive advantage. The
segment competes on the basis of quality, service, and price.

The backlog of this segment as of December 31, 2003, was $1.4 million, all of
which is expected to be recognized in the first quarter of 2004, compared with
$1.0 million as of December 31, 2002. Due to the nature of the metal treatment
services provided by this segment, it operates with a very limited backlog of
orders and services that are provided primarily on newly manufactured parts.
Thus, the backlog of this segment is not indicative of future sales and as a
result, the segment's sales and profitability are closely aligned with the
general industrial economic conditions and, in particular, the commercial
aerospace market.

The business of this segment is not seasonal. Raw materials are generally
available in adequate quantities from a number of suppliers, and the segment is
not materially dependent upon any single source of supply. There are no
significant working capital requirements outside of normal industry accounts
receivable and inventory turnover. The segment's largest customer accounted for
8%, 5%, and 13% of segment sales during 2003, 2002, and 2001, respectively.
Although the active customer base is in excess of 5,000, the loss of this
customer would have a material adverse effect on this segment.

Risk Factors Relating to the Corporation's Business

Listed below are the risk factors of the Corporation's business, as required by
rule 503 (c) of Regulation S-K.

Amount and risks of government business

A significant portion of the Corporation's revenues are derived from defense
contracts or subcontracts with domestic and foreign government agencies, of
which a significant portion is attributed to U.S. Navy procurements. The
development and success of the Corporation's business in the future will depend
upon the continued willingness of the U.S. Government to commit substantial
resources to such defense programs and, in particular, upon continued purchases
of the Corporation's products.

The Corporation's business with the U.S. Government is subject to various risks,
including termination of contracts at the convenience of the U.S. Government;
termination, reduction or modification of contracts or subcontracts in the event
of changes in the U.S. Government's requirements or budgetary constraints;
shifts in spending priorities; and when the Corporation is a subcontractor, the
failure or inability of the prime contractor to perform its prime contract.
Certain contract costs and fees are subject to adjustment as a result of audits
by government agencies. In addition, all defense businesses are subject to risks
associated with the frequent need to bid on programs in advance of design
completion, which may result in unforeseen technological difficulties and/or
cost overruns.

Multi-year U.S. Government contracts and related orders are subject to
cancellation if funds for contract performance for any subsequent year become
unavailable. In addition, if certain technical or other program

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requirements are not met in the developmental phases of the contract, then the
follow-on production phase may not be realized. Upon termination, other than for
a contractor's default, the contractor normally is entitled to reimbursement for
allowable costs, but not necessarily all costs, and to an allowance for the
proportionate share of fees or earnings for the work completed. Foreign defense
contracts generally contain comparable provisions relating to termination at the
convenience of the foreign government.

Reduced spending in defense industry

These reductions may or may not have an effect on the Corporation's programs;
however, in the event expenditures for products of the type manufactured by the
Corporation are reduced and not offset by greater foreign sales or other new
programs or products, there will be a reduction in the volume of contracts or
subcontracts awarded to the Corporation. Unless offset, such reductions would
adversely affect the Corporation's earnings.

Limited term of contracts

The Corporation's contracts with the U.S. Government or a prime contractor of
the U.S. Government ("U.S. Government Contracts") are for varying fixed terms,
and there can be no assurance that a renewal or follow-on contract will be
awarded to the Corporation by the U.S. Government or the prime contractor upon
the expiration of any such contract. The Corporation's U.S. Government Contracts
account for a significant portion of the Corporation's revenues. The loss of
revenue resulting from the failure to obtain a renewal or follow-on contract
with respect to any significant contract or a number of lesser contracts, in
either case without the substitution of revenues from the award of new
contracts, would have a material adverse effect upon the Corporation's results
of operations and financial position. In addition, from time to time the
Corporation enters into U.S. Government Contracts with a fully funded backlog,
but in which the final price per unit may not be determined until sometime in
the future. If the price per unit, which is ultimately determined, is
significantly less than anticipated by the Corporation, the net revenues of the
Corporation could be adversely affected.

Terror attacks, war, or other disturbances

Continued terrorist attacks, war, or other disturbances could lead to further
economic instability and decreases in demand for the Corporation's products,
which could have a material adverse effect on its business, financial condition,
and results of operations.

The terrorist attacks of September 11, 2001, caused instability in the global
financial markets. The disruption of the Corporation's business as a result of
the terrorist attacks of September 11 included a decrease in customer demand in
the commercial aerospace market for its products and overhaul and repair
services. The business activity levels in the third and fourth quarters of 2001
dropped as a result of these attacks, and continued to impact the results of
operations in 2002 and 2003. Since the metal treatment segment operates with a
limited backlog of unfilled orders, reductions in order activity very quickly
reduces sales and profitability of this segment and could adversely affect the
revenue of the Corporation. The long-term effects of the September 11 attacks on
the Corporation are unknown. These attacks and the U.S. Government's continued
efforts against terrorist organizations may lead to additional armed hostilities
or to further acts of terrorism and civil disturbance in the U.S. or elsewhere,
which may further contribute to economic instability and could have a material
adverse effect on the Corporation's businesses, financial condition, and results
of operations.

Reliance on suppliers

The Corporation's manufacturing process for its products often consists of the
assembly of purchased components and testing of the product at various stages in
the assembly process.

Although materials and purchased components generally are available from a
number of different suppliers, several suppliers are the Corporation's sole
source of certain components. If a supplier should cease to deliver such
components, other sources probably would be available. However, added cost and
manufacturing delays might result. The Corporation has not experienced
significant production delays attributable to supply shortages.

Page 9

Acquisitions

The Corporation's growth strategy includes acquisitions. The Corporation's
markets primarily include mature industries. As a result, its historical growth
has depended, and its future growth is likely to continue to depend in large
part on its acquisition strategy and the successful integration of acquired
businesses into the Corporation's existing operations. Management intends to
continue to seek additional acquisition opportunities both to expand into new
markets and to enhance the Corporation's position in existing markets throughout
the world. However, the Corporation may not be able to successfully identify
suitable candidates, negotiate appropriate acquisition terms, obtain financing
which may be needed to consummate such acquisitions, complete proposed
acquisitions, successfully integrate acquired businesses into its existing
operations or expand into new markets. In addition, any acquisition, once
successfully integrated, may not perform as planned, be accretive to earnings,
or prove to be beneficial to the Corporation's operations and cash flow.

Competition

The markets served by the Corporation are highly competitive and the competition
may have greater resources than the Corporation. This competition could limit
the volume of products sold and reduce operating margins.

Many of the Corporation's products are sold in highly competitive markets.
Management believes that the principal points of competition in these markets
are product quality, price, design and engineering capabilities, product
development, conformity to customer specifications, quality of post-sale
support, timeliness of delivery, and effectiveness of the distribution
organization. Maintaining and improving the Corporation's competitive position
will require continued investment in manufacturing, engineering, quality
standards, marketing, customer service and support, and the distribution
networks. The Corporation may not have sufficient resources to continue to make
such investments or it may not be successful in maintaining its competitive
position. The Corporation's competitors may develop products that are superior
to its products, may develop methods of more efficiently and effectively
providing products and services, or may adapt more quickly than the Corporation
to new technologies or evolving customer requirements. Certain of the
Corporation's competitors are larger, more diversified corporations and may have
greater financial, marketing, production, and research and development
resources. As a result, they may be better able to withstand the effects of
periodic economic downturns. Pricing pressures could also cause the Corporation
to adjust the prices of certain of its products to stay competitive. The
Corporation may not be able to compete successfully with its existing
competitors or with new competitors. Failure to continue competing successfully
could adversely affect the Corporation's business, financial condition, and
results of operations.

Volatility in foreign currency exchange rates

The Corporation is exposed to fluctuations in foreign currency exchange rates,
particularly with respect to the Canadian dollar, the British pound, and the
euro. Any significant change in the value of the currencies of the countries in
which the Corporation does business against the U.S. dollar could have an
adverse effect on the Corporation's business, financial condition, and results
of operations. Management seeks to minimize the risk from these foreign currency
exchange rate fluctuations principally through invoicing the Corporation's
customers in the same currency as the source of the products. However, the
Corporation's efforts to minimize these risks may not be successful.

Page 10

Political and economic conditions in foreign countries

During the year ended December 31, 2003, approximately 21% of the Corporation's
consolidated revenue was to customers outside of North America. Management
expects international operations and export sales to continue to contribute to
earnings for the foreseeable future. Both the sales from international
operations and export sales are subject in varying degrees to risks inherent in
doing business outside of the United States. Such risks include, without
limitation, the following:

o Possibility of unfavorable circumstances arising from host country
laws or regulations;

o Partial or total expropriation;

o Potential negative consequence from changes to significant taxation
policies;

o Changes in tariff and trade barriers and import or export licensing
requirements;

o Insurrection or war; and

o Potential negative consequences from the requirements of partial local
ownership of operations in certain countries.

The impact on the Corporation if such events occur in the future is uncertain.

The U.S. government's right to use the Corporation's technology

The Corporation seeks to protect the competitive benefits it derives from its
patents, proprietary information, and other intellectual property. However, the
Corporation does not have the right to prohibit the U.S. government from using
certain technologies developed or acquired by it or to prohibit third party
companies, including the Corporation's competitors, from using those
technologies in providing products and services to the U.S. government. The U.S.
government has the right to royalty-free use of technologies that the
Corporation has developed under U.S. government contracts. The Corporation is
free to commercially exploit those government-funded technologies and may assert
its intellectual property rights to seek to block other non-government users
thereof, but the Corporation cannot assure that it could successfully do so.

Government regulation could limit the Corporation's ability to sell products
outside the United States

The sale of certain of the Corporation's products outside the U.S. is subject to
compliance with the U.S. Export Administration Regulations. The Corporation's
failure to obtain the requisite licenses, meet registration standards, or comply
with other government export regulations, may affect its ability to generate
revenues from the sale of its products outside the U.S., which could have a
material adverse effect on the Corporation's business, financial condition, and
results of operations. Compliance with the government regulations may also
subject the Corporation to additional fees and costs. The absence of comparable
restrictions on competitors in other countries may adversely affect the
Corporation's competitive position.

In order to sell its products in European Union countries, the Corporation must
satisfy certain technical requirements. If it is unable to comply with those
requirements with respect to a significant quantity of its products, the
Corporation's sales in Europe could be restricted, which could have a material
adverse effect on its business.

Environmental liabilities and litigation

The Corporation is exposed to potential environmental liabilities and
litigation. Compliance with environmental regulations could require the
Corporation to discharge environmental liabilities, increase the cost of
manufacturing its products, or otherwise adversely affect its business,
financial condition, and results of operations.

Past and present business operations and the past and present ownership and
operations of real property by the Corporation are subject to extensive and
changing federal, state, and local environmental laws and regulations, as well
as those of other countries, pertaining to the discharge of materials into the
environment, the handling and disposition of wastes (including hazardous
wastes), or otherwise relating to protection of the environment. In the future,
the Corporation may be identified as a potentially responsible party and be
subject to liability under applicable law. The Corporation has experienced, and
management expects the Corporation to continue to experience, costs to comply
with environmental laws and regulations. In addition, new laws and regulations,
stricter enforcement of existing laws and regulations, the discovery of
previously unknown contamination, or the imposition of new clean-up requirements
could require the Corporation to incur costs or become the basis for new or
increased liabilities that could have a material adverse effect on the
Corporation's business, financial condition, and results of operations.

The Corporation uses and generates hazardous substances and wastes in its
operations. In addition, many of its current and former properties are or have
been used for industrial purposes. Accordingly, the Corporation's management is
conducting investigation and remediation activities at several on-site and
off-site locations. The Corporation may be subject to potential material
liabilities relating to any investigation and clean up of contaminated
properties and to claims alleging personal injury. In addition, some of the
products the Corporation previously sold contained asbestos components that were
acquired from third parties and incorporated into its products. Although the
Corporation has never been the subject of an adverse judgment nor settled a
claim for more than immaterial amounts, it may be subject to potential
liabilities relating to claims alleging personal injury as a result of exposure
to such products.

Changes in interest rates

The Corporation's profitability may also be adversely affected during any period
of unexpected or rapid increase in interest rates. The Corporation's market risk
for a change in interest rates relates primarily to its debt obligations. As a
result of the September 25, 2003, Senior Notes issue and two subsequent interest
rate swap agreements dated November 10, 2003, the Corporation shifted its
interest rate exposure from 100% variable to 46% variable as of December 31,
2003. The net proceeds of the Senior Notes allowed the Corporation to pay down
the majority of its outstanding debt under its credit facilities. This blended
rate strategy for debt borrowings reduces the uncertainty of shifts in future
interest rates. The variable rate on both the revolving credit agreements and
the interest rate swap agreements are based on market rates. If interest rates
changed by one percentage point, the impact on consolidated interest expense
would have been approximately $1 million.

Page 11

Collective bargaining agreements

Because some of the Corporation's employees are employed under collective
bargaining agreements, some of which will expire in the next twelve months, the
Corporation may be subject to work stoppages that may adversely affect the
Corporation's business.

As of December 31, 2003, 1,019 of the Corporation's 4,655 employees were
employed under collective bargaining agreements. Collective bargaining
agreements covering approximately 65 of those employees will expire over the
next twelve months. Management believes that relations with the Corporation's
union employees are generally good, but there is no assurance that the
Corporation's operations will not at some point be subject to work stoppages by
some of its employees. If such stoppages were to occur, they could have a
material adverse effect on the Corporation's financial condition and results of
operations.

Attracting and retaining technical personnel

There is a continuing demand for qualified technical personnel, and the
Corporation believes that its future growth and success will depend upon its
ability to attract, train, and retain such personnel. An inability to maintain a
sufficient number of trained personnel could have a material adverse effect on
the Corporation's contract performance or on its ability to capitalize on market
opportunities.

Indebtedness

The Corporation's debt to capitalization ratios were 32%, 27%, and 6%, as of
December 31, 2003, 2002, and 2001, respectively. The Corporation's degree of
leverage could:

o Impair its future ability to obtain additional financing for working
capital, capital expenditures, acquisitions, and general corporate or
other purposes;

o Hinder its ability to adjust rapidly to changing market conditions;
and

o Make the Corporation more vulnerable if a downturn in general economic
conditions or its business occurs.

In addition, a portion of the Corporation's cash flow from operations must be
dedicated to the payment of principal and interest on its indebtedness.
Management anticipates using approximately $8 million to $10 million of the
Corporation's cash flow from operations for interest payments in 2004 on its
debt obligations. This use of cash flow reduces the funds available for other
purposes, which may adversely affect the continued success of the Corporation's
business.

In addition to the Senior Notes described above, the Corporation has two
revolving credit facilities in the aggregate of $225.0 million (the "Credit
Facilities") with The Bank of Nova Scotia, as administrative agent for the
eight lenders, which contains operating and financial restrictions. Under
certain circumstances, the restrictions affect the Corporation's ability to
incur additional indebtedness. The credit agreement also contains covenants
limiting, among other things, fundamental changes, such as certain types of
mergers or a sale of substantially all of the Corporation's assets.

OTHER INFORMATION

Government Sales

The Corporation's direct sales to the U.S. Government and sales for U.S.
Government and foreign government end use represented 46%, 41%, and 25% of
consolidated revenue during 2003, 2002, and 2001, respectively. U.S. Government
sales, both direct and indirect, are generally made under standard types of
government contracts, including fixed price and fixed price-redeterminable. As
of December 31, 2003, approximately 6% of the Corporation's backlog was
redeterminable, downward and upward, with incentive profit features.

In accordance with normal practice in the case of U.S. Government business,
contracts and orders are subject to partial or complete termination at any time,
at the option of the customer. In the event of a termination for convenience by
the government, there generally are provisions for recovery by the Corporation
of its allowable incurred costs and a proportionate share of the profit or fee
on the work completed, consistent with regulations of the U.S. Government.
Contracts for Navy nuclear programs usually provide that Curtiss-Wright absorb
most of any cost overrun. In the event that there is a cost underrun, the
customer recoups a portion of the underrun based upon a formula in which the
customer's portion increases as the underrun exceeds certain established levels.

Page 12

Generally, long-term contracts with the U.S. Government require the Corporation
to invest in and carry significant levels of inventoriable costs. However, the
Corporation utilizes progress payments and other interim billing practices on
nearly all of these contracts, thus reducing the overall working capital
requirements. It is the policy of the Corporation to seek customary progress
payments on certain of its contracts. Where such payments are obtained by the
Corporation under U.S. Government prime contracts or subcontracts, the U.S.
government has either title to, or a secured interest in, the materials and work
in process allocable or chargeable to the respective contracts. (See Notes 1.F,
5, and 6 to the Consolidated Financial Statements, on pages 49, 57, and 57,
respectively, of the Registrant's Annual Report, which notes are incorporated by
reference in this Annual Report on Form 10-K.) In the case of most motion
control and flow control segment products for U.S. Government end use, the
contracts typically provide for the retention by the customer of stipulated
percentages of the contract price, pending completion of contract closeout
conditions.

Research and Development

Research and development expenditures incurred by the Corporation amounted to
$22.1 million in 2003 as compared with $11.6 million in 2002 and $4.4 million in
2001. The Corporation owns and is licensed under a number of United States and
foreign patents and patent applications, which have been obtained or filed over
a period of years. Curtiss-Wright does not consider that the successful conduct
of its business or its business segments is materially dependent upon the
protection of any one or more of the patents, patent applications, or patent
license agreements under which it now operates.

Customer sponsored research and development activity amounted to $31.2 million,
$10.3 million, and $2.6 million in 2003, 2002, and 2001, respectively, and were
attributed to customers within the flow control and motion control segments.

Environmental Protection

The effect of compliance upon the Corporation with present legal requirements
concerning protection of the environment is described in Notes 1.M and 15 to the
Consolidated Financial Statements which appear on pages 50 and 64, respectively,
of the Registrant's Annual Report, which notes are incorporated by reference in
this Annual Report on Form 10-K.

Employees

At the end of 2003 the Corporation had 4,655 employees, 1,019 of which were
represented by labor unions and are covered by collective bargaining agreements.

Certain Financial Information

Financial information about the Corporation's segments is presented in Note 18
to the Consolidated Financial Statements, which appears on pages 69 and 70 of
the Registrant's Annual Report, which note is incorporated by reference in this
Annual Report on Form 10-K. In 2003, 2002, and 2001, foreign operations of the
Corporation generated 20%, 23%, and 18%, respectively, of the Corporation's
pre-tax earnings. The Corporation does not regard the risks associated with
these foreign operations to be materially greater than those applicable to its
businesses in the U.S.

Page 13

Item 2. Properties.

At December 31, 2003, the Corporation had 94 facilities worldwide, including
manufacturing, metal treatment service, aerospace component overhaul,
engineering, and other facilities and administrative offices. Of these, the
Corporation owned 35 locations and leased the remaining 59 facilities.

The principal physical properties of the Corporation and its subsidiaries as of
December 31, 2003, are described below:

Location Description Segment Total Sq. Ft. Owned(1)
- ---------------------------------------------------------------------------------------------------

Cheswick, Pennsylvania Manufacturing Flow Control 630,000

East Farmingdale, Manufacturing Flow Control 215,000
New York(2)

Chester, Wales Metal Treatment Services - Shot Metal Treatment 200,000
United Kingdom Peening

Shelby, Manufacturing Motion Control 137,000
North Carolina

The aggregate remaining properties leased and owned, by business segment, are as
follows:

Segment Description Total Sq. Ft. Owned(1) Total Sq. Ft. Leased(1)
- -----------------------------------------------------------------------------------------------------------------

Metal Treatment Metal treatment service and other 777,000 770,000
facilities and administrative offices
Motion Control Manufacturing, aerospace component 139,000 492,000
overhaul, engineering, and other
facilities
Flow Control Manufacturing, engineering, and 121,000 193,000
other facilities
- ------------------------------------------------------------------------------------------------------------------

(1) Sizes are approximate. Unless otherwise indicated, all properties are owned
in fee, are not subject to any major encumbrance, and are occupied
primarily by factory and/or warehouse operations.

(2) The Bank of New York, as successor trustee for the Suffolk County
Industrial Development Agency, has a Uniform Commercial Code lien on
approximately six acres of land and the building located thereon in
connection with the issuance of industrial revenue bonds.

The Corporation also leases 18,700 square feet of office space for its corporate
headquarters located in Roseland, New Jersey.

None of the properties listed above are individually material to the
Corporation's business. The buildings on the properties referred to in this Item
are well maintained, in good condition, and are suitable and adequate for the
uses presently being made of them. Management believes the productive capacity
of the Corporation's properties is adequate to meet its anticipated volume for
the foreseeable future.

The Registrant currently owns 450,000 square feet of space situated on 39.8
acres of property located in Fairfield, New Jersey (the "Fairfield Property").
The Fairfield Property is currently under a sales contract, which is anticipated
to close during 2004. In September 2002 the Corporation sold 7.4 acres of land
in Lyndhurst, New Jersey. In January 2002 the Corporation sold 21 acres of land
located in Hardwick Township, New Jersey. On December 20, 2001, the Corporation
sold its Wood-Ridge Business Complex, which is located in Wood-Ridge,
New Jersey, for $51 million. The business complex comprised 2.3 million square
feet of rental space situated on 138 acres of land.

Page 14

Item 3. 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 the disposition of any of these matters,
individually or in the aggregate, 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.

Not applicable.

PART II

Item 5. Market for the Registrant's Common Equity And Related Stockholder
Matters.

See the information contained in the Registrant's Annual Report on the inside
back cover under the captions "Stock Price Range," "Dividends," and "Stock
Exchange Listing," which information is incorporated herein by reference. The
approximate total number of record holders of the Common stock, $1.00 par value,
and the Class B common stock, $1.00 par value, of the Registrant was 7,737 as of
March 3, 2004.

Item 6. Selected Financial Data.

See the information contained in the Registrant's Annual Report on page 30 under
the caption "Consolidated Selected Financial Data," which information is
incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

See the information contained in the Registrant's Annual Report on pages 31
through 41, under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which information is incorporated herein
by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

See the information contained in the Registrant's Annual Report on page 42,
under the caption "Quantitative and Qualitative Disclosures About Market Risk,"
which information is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data.

The following Consolidated Financial Statements of the Registrant and its
subsidiaries, and supplementary financial information, are included in the
Registrant's Annual Report, which information is incorporated herein by
reference.

Consolidated Statements of Earnings for the years ended December 31, 2003, 2002,
and 2001, page 45.

Consolidated Balance Sheets at December 31, 2003 and 2002, page 46.

Consolidated Statements of Cash Flows for the years ended December 31, 2003,
2002, and 2001, page 47.

Consolidated Statements of Stockholders' Equity for the years ended December 31,
2003, 2002, and 2001, page 48.

Notes to Consolidated Financial Statements, pages 49 through 71, inclusive, and
Quarterly Results of Operations, page 30.

Independent Auditors' Report as of and for the year ended December 31, 2003,
page 44.

Report of Independent Accountants as of December 31, 2002 and for the years
ended December 31, 2002 and 2001, page 44.

Page 15

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

Information required by this Item is included in the Registrant's Form 8-K filed
on March 26, 2003, which information is incorporated herein by reference.

Item 9A. Controls And Procedures.

As of December 31, 2003, the Corporation's management, including the
Corporation's Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of the Corporation's disclosure controls and procedures, as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Based on such evaluation, the
Corporation's Chief Executive Officer and Chief Financial Officer concluded that
the Corporation's disclosure controls and procedures are effective, in all
material respects, to ensure that information required to be disclosed in the
reports the Corporation files and submits under the Exchange Act is recorded,
processed, summarized, and reported as and when required.

There have not been any changes in the Corporation's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fiscal quarter ended December 31, 2003, that
have materially affected, or are reasonably likely to materially affect, the
Corporation's internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers Of the Registrant.

Information required in connection with directors and executive officers is set
forth below, as well as under the caption "Election of Directors," in the
Registrant's Proxy Statement with respect to the Corporation's 2004 Annual
Meeting of Stockholders (the "Proxy Statement"), which information is
incorporated herein by reference.

Executive Officers of the Registrant

The following table sets forth the names, ages, and principal occupations and
employment of all executive officers of the Registrant. The period of service is
for at least the past five years and such occupations and employment are with
Curtiss-Wright Corporation, except as otherwise indicated:

Name Principal Occupation and Employment Age
- ---------------------------------------------------------------------------------------

Martin R. Benante Chairman of the Board of Directors and Chief Executive 51
Officer since April 2000; formerly President and Chief
Operating Officer from April 1999 to April 2000; formerly
Vice President of the Corporation from April 1996 to April
1999; President of Curtiss-Wright Flow Control Corporation,
a wholly-owned subsidiary from March 1995 to April 1999

George J. Yohrling Executive Vice President since May 2001; President, 63
Curtiss-Wright Controls, Inc., a wholly-owned subsidiary,
since April 1998; Executive Vice President for Aerospace
Operations of Curtiss-Wright Controls, Inc. from April 1997
to April 1998; Senior Vice President from July 1996 to April
1997 of Curtiss-Wright Controls, Inc.; Vice President and
General Manager of Curtiss-Wright Controls/Shelby, Inc.,
then a wholly-owned subsidiary, since 1985.

Edward Bloom Vice President since June 2002; President of Metal 62
Improvement Company, Inc., a wholly-owned subsidiary, since
June 2002; formerly Executive Vice President of Metal
Improvement Company, Inc. from December 1995 to June 2002

Glenn E. Tynan Vice President of Finance and Chief Financial Officer since 45
June 2002; Controller from June 2000 to May 2002; Vice
President and Corporate Controller of the Movado Group from
1999 to 2000; Corporate Controller of Dexter Corporation
from 1998 to 1999; Vice President Finance and Controller of
Lightolier from 1995 to 1998.

Page 16

Name Principal Occupation and Employment Age
- ---------------------------------------------------------------------------------------

Michael J. Denton Secretary and General Counsel since August 2001; Corporate 48
Counsel of Honeywell International, Inc. (previously
AlliedSignal Inc.) from 1993 to 2001.

Kevin McClurg Corporate Controller since September 2002; Assistant 40
Controller from February 2002 to September 2002; Director of
Accounting of Toys R Us, Inc. until January 2002; Director
of International Reporting of Random House from January 1998
to May 2001;

The executive officers of the Registrant are elected by the Board of Directors
at its annual organizational meeting and hold office until the organization
meeting in the subsequent year or until a respective successor is chosen and
qualified.

There are no family relationships among these officers, or between any of them
and any director of Curtiss-Wright Corporation, nor any arrangements or
understandings between any officer and any other person pursuant to which the
officer was elected.

Section 16(a) Beneficial Ownership Reporting Compliance

Information required by Item 405 of Regulation S-K is set forth in the Proxy
Statement under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance," which information is incorporated herein by reference.

Item 11. Executive Compensation.

Information required by this Item is included under the captions "Executive
Compensation" and in the "Summary Compensation Table" in the Registrant's Proxy
Statement, which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

Information required by this Item is contained in Note 14 to the Consolidated
Financial Statements, which appears on pages 63 and 64 of Registrant's Annual
Report, and in the Registrant's Proxy Statement, all of which information is
incorporated herein by reference: (i) the information under the caption
"Security Ownership and Transactions with Certain Beneficial Owners" and (ii)
the information included under the caption "Election of Directors."

Item 13. Certain Relationships and Related Transactions.

Information required by this Item is included under the captions "Executive
Compensation" and "Security Ownership and Transactions with Certain Beneficial
Owners" in the Registrant's Proxy Statement, which information is incorporated
herein by reference.

Item 14. Principal Accounting Fees and Services.

Information required by this Item is included under the caption "Principal
Accounting Firm Fees" in the Registrant's Proxy Statement, which information is
incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.

(a)(1) Financial Statements:

The following Consolidated Financial Statements of the Registrant and
supplementary financial information, included in the Registrant's Annual
Report, are incorporated herein by reference in Item 8:

(i) Consolidated Statements of Earnings for the years ended December 31,
2003, 2002, and 2001, page 45.

(ii) Consolidated Balance Sheets at December 31, 2003 and 2002, page 46.

Page 17

(iii) Consolidated Statements of Cash Flows for the years ended December
31, 2003, 2002, and 2001, page 47.

(iv) Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2003, 2002, and 2001, page 48.

(v) Notes to Consolidated Financial Statements, pages 49 through 71,
inclusive, and Quarterly Results of Operations, page 30.

(vi) Independent Auditors' Report as of and for the year ended December 31,
2003, page 44.

(vii) Report of Independent Accountants as of December 31, 2002 and for the
years ended December 31, 2002 and 2001, page 44.

(a)(2) Financial Statement Schedule:

The items listed below are presented herein on pages 24 and 25 of this Form
10-K:

(i) Independent Auditors' Report on Financial Statement Schedule as of and
for the year ended December 31, 2003

(ii) Report of Independent Auditors on Financial Statement Schedule as of
December 31, 2002, and for the years ended December 31, 2002 and 2001

(iii) Schedule II - Valuation and Qualifying Accounts

Schedules other than those listed above have been omitted, since they are
not required, are not applicable, or because the required information is
included in the financial statements or notes thereto.

(a)(3) Other Matters - Subsequent Events

See the information contained in the Registrant's Annual Report on page 41
under the caption "Recent Development" and on page 71 under the caption
"Subsequent Event", which information is incorporated herein by reference.

Exhibits:

(2) Plan of acquisition, reorganization, arrangement, liquidation, or
succession

(i) Second Amended and Restated Distribution Agreement, dated as of August
17, 2001, between the Corporation and Unitrin, Inc. (incorporated by
reference to Appendix A to the Registrant's Proxy Statement Schedule
on 14A with respect to the recapitalization of the Corporation dated
September 5, 2001).

(ii) Second Amended and Restated Agreement and Plan of Merger, dated as of
August 17, 2001, among the Corporation, Unitrin, Inc., and CW
Disposition Company (incorporated by reference to Appendix B to the
Registrant's Proxy Statement Schedule on 14A with respect to the
recapitalization of the Corporation dated September 5, 2001).

(iii) Asset Purchase and Sale Agreement dated October 25, 2001, between Lau
Acquisition Corporation, Lau Defense Systems, LLC, Vista Controls
Corporation, and Curtiss-Wright Corporation (incorporated by reference
to Exhibit 2.3 to the Registrant's Quarterly Report on Form 10-Q for
the period ended September 30, 2001).

(iv) Real Estate Sale and Purchase Agreement dated August 2, 2001, between
Curtiss-Wright Corporation, Curtiss-Wright Flight Systems, Inc., and
Shaw Achas, LLC (incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K, filed January 4, 2002).

Page 18

(v) Addendum to Real Estate Sale and Purchase Agreement dated September
10, 2001, by and between Curtiss-Wright Corporation Curtiss-Wright
Flight Systems, Inc., and Shaw Achas, LLC (incorporated by reference
to Exhibit 2.2 to the Registrant's Current Report on Form 8-K, filed
January 4, 2002).

(vi) Share and Asset Purchase Agreement dated February 19, 2002, between
Spirent Plc. and Curtiss-Wright Corporation (incorporated by reference
to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed
April 15, 2002).

(vii) Asset Purchase Agreement dated October 25, 2002, between Westinghouse
Government Services Company LLC and Curtiss-Wright Corporation
(incorporated by reference to Exhibit 2.1 to the Registrant's Current
Report on Form 8-K, filed November 12, 2002).

(viii) Asset Purchase Agreement dated January 31, 2004, between Solectron
Corporation and Curtiss-Wright Corporation, filed herewith.

(3) Articles of Incorporation and By-laws of the Registrant

(i) Restated Certificate of Incorporation as amended May 23, 2004
(incorporated by reference to Exhibit 3 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003).

(ii) By-laws as amended through November 29, 2001 (incorporated by
reference to Appendix D-1 to Registrant's Proxy Statement on Schedule
14A with respect to the recapitalization of the Corporation dated
September 5, 2001).

(4) Instruments defining the rights of security holders, including indentures

(i) Agreement to furnish to the Commission upon request, a copy of any
long-term debt instrument where the amount of the securities
authorized thereunder does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis (incorporated
by reference to Exhibit 4 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1985).

(ii) Revolving Credit Agreement dated May 13, 2002, between Registrant, the
Lenders parties thereto from time to time, the Issuing Banks referred
to therein, and The Bank of Nova Scotia (incorporated by reference to
Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 2002).

(iii) Short-Term Credit Agreement, as amended May 1, 2003, between
Registrant, the Lenders parties thereto from time to time, the Issuing
Banks referred to therein, and The Bank of Nova Scotia (incorporated
by reference to Exhibit 4.2 to Registrant's Quarterly Report on
Form 10-Q for the Quarter ended March 31, 2002; and Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 2003).

(iv) Amended and Restated Rights Agreement, dated as of November 6, 2000,
as amended and restated as of November 20, 2001, between the
Corporation and Mellon Investor Services LLC (f/k/a ChaseMellon
Shareholder Services, L.L.C.), as Rights Agent, (incorporated by
reference to Exhibit 4 to the Registrant's Report on Form 8-K, filed
November 20, 2001).

(v) Amendment to Restated Rights Agreement dated February 1, 2002, naming
American Stock Transfer & Trust Company as Rights Agent, (incorporated
by reference to Exhibit 4(iv) to the Registrant's Annual Report on
Form 10-K, filed March 18, 2002).

(10) Material Contracts:

(i) Modified Incentive Compensation Plan, as amended November 9, 1989
(incorporated by reference to Exhibit 10(a) to Registrant's Quarterly
Report on Form 10-Q for the period ended September 30, 1989). *

Page 19

(ii) Curtiss-Wright Corporation 1995 Long-Term Incentive Plan (incorporated
by reference to Exhibit 4.1 to Registrant's Form S-8 Registration
Statement No. 95602114 filed December 15, 1995). *

(iii) Revised Standard Employment Severance Agreement with Certain
Management of Curtiss-Wright (incorporated by reference to Exhibit 10
to Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2001). *

(iv) Retirement Benefits Restoration Plan as amended April 15, 1997
(incorporated by reference to Exhibit 10 to Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1997). *

(v) Restated and Amended Curtiss-Wright Corporation Retirement Plan as
amended through February 28, 2002 (incorporated by reference to
Exhibit (10)(v) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001).

(vi) Restated and Amended Curtiss-Wright Corporation Savings and Investment
Plan dated February 28, 2002 (incorporated by reference to Exhibit
(10)(v) to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001).

(vii) Curtiss-Wright Electro-Mechanical Division Pension Plan dated October
29, 2002 (incorporated by reference to Exhibit (10)(vii) to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2002). *

(viii) Curtiss-Wright Corporation 1996 Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit 4.1 to Registrant's
Form S-8 Registration Statement No. 96583181, filed June 19, 1996). *

(ix) Curtiss-Wright Corporation Executive Deferred Compensation Plan
effective November 18, 1997 (incorporated by reference to Exhibit
(10)(viii) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997). *

(x) Change In Control Severance Protection Agreement dated July 9, 2001,
between the Registrant and Chief Executive Officer of the Registrant
(incorporated by reference to Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the period ended September 30, 2001). *

(xi) Standard Change In Control Severance Protection Agreement dated July
9, 2001, between the Registrant and Key Executives of the Registrant
(incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the period ended September 30, 2001). *

(xii) Trust Agreement dated January 20, 1998, by and between Curtiss-Wright
Corporation and PNC Bank, National Association (incorporated by
reference to Exhibit 10(a) to Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1998). *

(xiii) Consulting Agreement dated April 10, 2000, between Registrant and
David Lasky (incorporated by reference to Exhibit (10)(xi) to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000). *

(xiv) Standard Supplemental Retirement Agreement dated April 27, 1999,
between the registrant and certain Officers of the Registrant
(incorporated by reference to Exhibit 10 to Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 2000). *

(xv) Mutual Separation Agreement dated June 26, 2001, between Brian D.
O'Neill and Registrant (incorporated by reference to Exhibit
(10)(xiv) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001). *

(xvi) Mutual Separation Agreement dated November 12, 2001, between
Robert A. Bosi and Registrant (incorporated by reference to
Exhibit (10)(xv) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001). *

Page 20

(xvii) Consulting Agreement dated June 18, 2002, between Registrant and
Gerald Nachman (incorporated by reference to Exhibit 10.1 to
Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 2002). *

(xviii)Curtiss-Wright Electro-Mechanical Division Savings Plan dated
January 1, 2004, filed herewith. *

(xix) Curtiss-Wright Corporation 2003 Employee Stock Purchase Plan
(incorporated by reference to Appendix VII to Registrant's Proxy
Statement on Schedule 14A, filed with the SEC on March 28, 2003). *

(13) Annual Report to Stockholders for the year ended December 31, 2003.

(16) Letter from Deloitte & Touche and PricewaterhouseCoopers LLP, dated March
25, 2003 (incorporated by reference to Registrant's Form 8-K, filed March
26, 2003).

(21) Subsidiaries of the Registrant.

(23) Consents of Experts and Counsel

(i) Independent Auditors' Consent

(ii) Consent of Independent Accountants

(31) Rule 13a-14(a)/15d-14(a) Certifications

(i) Certification of Martin R. Benante, Chairman and CEO, Pursuant to Rule
13a-14(a) or Rule 15d - 14(a) under the Securities Exchange Act of
1934, as added by Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.

(ii) Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to
Rule 13a-14(a) or Rule 15d - 14(a) under the Securities Exchange Act
of 1934, as added by Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.

(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 added by
Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.

- --------------------------------------------------------------------------------
*Management contract or compensatory plan or arrangement

(b) Reports on Form 8-K

(i) On March 26, 2003, the Corporation filed a report on Form 8-K
reporting under Item 4 a Change in the Registrant's Certifying
Accountants.

(ii) On September 4, 2003, the Corporation filed a report on Form 8-K under
Item 9 announcing that management provided an investors presentation
at an investor's conference sponsored by Gabelli Asset Management,
Inc.

(iii) On October 3, 2003, the Corporation filed a report on Form 8-K under
Item 5, announcing the sale of $200 Million in Senior Guaranteed
Notes.

(iv) On December 2, 2003, the Corporation filed a report on Form 8-K under
Item 9 announcing that management provided an investors presentation
at an investor's conference sponsored by Jefferies Quarterdeck, LLC.

(v) On December 8, 2003, the Corporation filed a report on Form 8-K/A
under Item 9 amending the management presentation provided by
management at the investor's conference sponsored by Jefferies
Quarterdeck, LLC.

Page 21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)

Date: March 9, 2004 By: /s/ Martin R. Benante
-----------------------------
Martin R. Benante
Chairman and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Date: March 9, 2004 By: /s/ Glenn E. Tynan
-----------------------------
Glenn E. Tynan
Chief Financial Officer

Date: March 9, 2004 By: /s/ Kevin McClurg
-----------------------------
Kevin McClurg
Controller

Date: March 9, 2004 By: /s/ Martin R. Benante
-----------------------------
Martin R. Benante
Director

Date: March 9, 2004 By: /s/ James B. Busey IV
-----------------------------
James B. Busey IV
Director

Date: March 9, 2004 By: /s/ S. Marce Fuller
-----------------------------
S. Marce Fuller
Director

Date: March 9, 2004 By: /s/ David Lasky
-----------------------------
David Lasky
Director

Date: March 9, 2004 By: /s/ Carl G. Miller
-----------------------------
Carl G. Miller
Director

Date: March 9, 2004 By: /s/ William B. Mitchell
-----------------------------
William B. Mitchell
Director

Date: March 9, 2004 By: /s/ John R. Myers
-----------------------------
John R. Myers
Director

Date: March 9, 2004 By: /s/ William W. Sihler
-----------------------------
William W. Sihler
Director

Date: March 9, 2004 By: /s/ J. McLain Stewart
-----------------------------
J. McLain Stewart
Director

Page 22

INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of
Curtiss-Wright Corporation
Roseland, New Jersey

We have audited the consolidated financial statements of Curtiss-Wright
Corporation as of December 31, 2003, and for the year then ended, and have
issued our report thereon dated February 20, 2004; such report is incorporated
by reference in the Annual Report on Form 10-K for the year ended December 31,
2003. Our audit also included the 2003 consolidated financial statement schedule
of Curtiss-Wright Corporation, listed in Item 15(a)(2). The consolidated
financial statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our audit.
In our opinion, the consolidated financial statement schedule as of and for the
year ended December 31, 2003, when considered in relation to the basic
consolidated financial statements as of and for the year ended December 31,
2003, taken as a whole, presents fairly in all material respects the information
set forth therein.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Parsippany, NJ
February 20, 2004

REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
of Curtiss-Wright Corporation:

Our audits of the consolidated financial statements referred to in our report
dated March 12, 2003, appearing in the 2003 Annual Report to Stockholders of
Curtiss-Wright Corporation (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial statement schedule, for the two years ended
December 31, 2002, listed in Item 15(a)(2) of this Form 10-K. In our opinion,
this financial statement schedule presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements.

/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
March 12, 2003

Page 23

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 2003, 2002, and 2001
(In thousands)

Additions
---------------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other Accounts Deductions End of
Description of Period Expenses (Describe) (Describe) Period
- ----------- ---------- ---------- -------------- ---------- ----------

Deducted from assets to which they apply:

Year-ended December 31, 2003
- ----------------------------
Reserves for inventory obsolescence $23,548 $2,152 $1,566(A) $4,988(G) $22,278
Reserves for doubtful accounts and notes 3,244 1,388 110(B) 1,293(H) 3,449
------- ------ ------ ------ -------
Total $26,792 $3,540 $1,676 $6,281 $25,727
======= ====== ====== ====== =======

Year-ended December 31, 2002
- ----------------------------
Reserves for inventory obsolescence $14,384 $1,958 $7,818(C) $ 612(G) $23,548
Reserves for doubtful accounts and notes 2,808 197 546(D) 307(H) 3,244
------- ------ ------ ------ -------
Total $17,192 $2,155 $8,364 $ 919 $26,792
======= ====== ====== ====== =======

Year-ended December 31, 2001
- ----------------------------
Reserves for inventory obsolescence $10,944 $1,857 $1,841(E) $ 258(I) $14,384
Reserves for doubtful accounts and notes 3,030 882 527(F) 1,631(H) 2,808
------- ------ --- ------ -------
Total $13,974 $2,739 $2,368 $1,889 $17,192
======= ====== ====== ====== =======

Certain prior year information has been reclassified to conform to current
presentation

Notes:

(A) Includes amounts acquired from the purchase of Systran and Collins and
currency translation adjustments.

(B) Includes amounts acquired from the purchase of Systran, Novatronics,
and Collins and currency translation adjustments.

(C) Includes amounts acquired from the purchase of Electro-Mechanical
Division, Penny & Giles and Autronics, finalization of purchase
accounting adjustments of Lau Defense Systems and Vista Controls, and
currency translation adjustments.

(D) Relates primarily to amounts acquired from the purchase of Penny &
Giles and Autronics.

(E) Relates primarily to amounts acquired from the purchase of Lau Defense
Systems and Vista Controls, Peerless Instrument, and Solent & Pratt.

(F) Relates primarily to amounts acquired from the purchase of Lau Defense
Systems, Peerless Instrument, and Solent & Pratt.

(G) Deductions relate to the write-off of obsolete inventory.

(H) Deductions relate primarily to the write-off of accounts receivable,
net of recoveries.

(I) Deductions relate primarily to release of reserves no longer required.

Page 24

(J) EXHIBIT INDEX

The following is an index of the exhibits included in this report or
incorporated herein by reference.

(2) Plan of acquisition, reorganization, arrangement,
liquidation, or succession

(i) Second Amended and Restated Distribution Agreement, dated
as of August 17, 2001, between the Corporation and
Unitrin, Inc. (incorporated by reference to Appendix A to
the Registrant's Proxy Statement Schedule on 14A with
respect to the recapitalization of the Corporation dated
September 5, 2001). #

(ii) Second Amended and Restated Agreement and Plan of Merger,
dated as of August 17, 2001, among the Corporation,
Unitrin, Inc., and CW Disposition Company (incorporated
by reference to Appendix B to the Registrant's Proxy
Statement Schedule on 14A with respect to the
recapitalization of the Corporation dated September 5,
2001). #

(iii) Asset Purchase and Sale Agreement dated October 25, 2001,
between Lau Acquisition Corporation, Lau Defense Systems,
LLC, Vista Controls Corporation, and Curtiss-Wright
Corporation (incorporated by reference to Exhibit 2.3 to
the Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 2001). #

(iv) Real Estate Sale and Purchase Agreement dated August 2,
2001, between Curtiss-Wright Corporation, Curtiss-Wright
Flight Systems, Inc., and Shaw Achas, LLC (incorporated by
reference to Exhibit 2.1 to the Registrant's Current
Report on Form 8-K, filed January 4, 2002). #

(v) Addendum to Real Estate Sale and Purchase Agreement dated
September 10, 2001, by and between Curtiss-Wright
Corporation, Curtiss-Wright Flight Systems, Inc., and Shaw
Achas, LLC (incorporated by reference to Exhibit 2.2 to
the Registrant's Current Report on Form 8-K, filed
January 4, 2002). #

(vi) Share and Asset Purchase Agreement dated February 19,
2002, between Spirent Plc. and Curtiss-Wright Corporation
(incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K, filed April 15,
2002). #

(vii) Asset Purchase Agreement dated October 25, 2002, between
Westinghouse Government Services Company LLC and
Curtiss-Wright Corporation (incorporated by reference to
Exhibit 2.1 to the Registrant's Current Report on Form
8-K, filed November 12, 2002). #

(viii) Asset Purchase Agreement dated January 31, 2004, between
Solectron Corporation and Curtiss-Wright Corporation,
filed herewith.

(3) Articles of Incorporation and By-laws of the Registrant

(i) Restated Certificate of Incorporation as amended May 23,
2004 (incorporated by reference to Exhibit 3 to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003). #

(ii) By-laws as amended through November 29, 2001
(incorporated by reference to Appendix D-1 to
Registrant's Proxy Statement on Schedule 14A with respect
to the recapitalization of the Corporation dated
September 5, 2001). #

(4) Instruments defining the rights of security holders, including
indentures

(i) Agreement to furnish to the Commission upon request, a
copy of any long-term debt instrument where the amount of
the securities authorized thereunder does not exceed 10%
of the total assets of the Registrant and its
subsidiaries on a consolidated basis (incorporated by
reference to Exhibit 4 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1985). #

Page 25

(ii) Revolving Credit Agreement dated May 13, 2002, between
Registrant, the Lenders parties thereto from time to
time, the Issuing Banks referred to therein, and The Bank
of Nova Scotia (incorporated by reference to Exhibit 4.1
to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 2002). #

(iii) Short-Term Credit Agreement, as amended May 1, 2003,
between Registrant, the Lenders parties thereto from time
to time, the Issuing Banks referred to therein, and The
Bank of Nova Scotia (incorporated by reference to Exhibit
4.2 to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 2002; and Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 2003). #

(iv) Amended and Restated Rights Agreement, dated as of
November 6, 2000, as amended and restated as of November
20, 2001, between the Corporation and Mellon Investor
Services LLC (f/k/a ChaseMellon Shareholder Services,
L.L.C.), as Rights Agent, (incorporated by reference to
Exhibit 4 to the Registrant's Report on Form 8-K, filed
November 20, 2001). #

(v) Amendment to Restated Rights Agreement dated February 1,
2002, naming American Stock Transfer & Trust Company as
Rights Agent (incorporated by reference to Exhibit 4(iv)
to the Registrant's Annual Report on Form 10-K, filed
March 18, 2002). #

(10) Material Contracts:

(i) Modified Incentive Compensation Plan, as amended November
9, 1989 (incorporated by reference to Exhibit 10(a) to
Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1989). * #

(ii) Curtiss-Wright Corporation 1995 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.1 to Registrant's
Form S-8 Registration Statement No. 95602114 filed
December 15, 1995). * #

(iii) Revised Standard Employment Severance Agreement with
Certain Management of Curtiss-Wright (incorporated by
reference to Exhibit 10 to Registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 2001). * #

(iv) Retirement Benefits Restoration Plan as amended April 15,
1997 (incorporated by reference to Exhibit 10 to
Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 1997). * #

(v) Restated and Amended Curtiss-Wright Corporation
Retirement Plan as amended through February 28, 2002
(incorporated by reference to Exhibit (10)(v) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001). * #

(vi) Restated and Amended Curtiss-Wright Corporation Savings
and Investment Plan dated February 28, 2002 (incorporated
by reference to Exhibit (10)(vi) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
2001). * #

(vii) Curtiss-Wright Electro-Mechanical Division Pension Plan
dated October 29, 2002 (incorporated by reference to
Exhibit (10)(vii) to Registrant's Annual Report on Form
10-K for the year ended December 31, 2002). * #

(viii) Curtiss-Wright Corporation 1996 Stock Plan for
Non-Employee Directors (incorporated by reference to
Exhibit 4.1 to Registrant's Form S-8 Registration
Statement No. 96583181, filed June 19, 1996). * #

Page 26

(ix) Curtiss-Wright Corporation Executive Deferred
Compensation Plan effective November 18, 1997
(incorporated by reference to Exhibit (10)(viii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997). * #

(x) Change In Control Severance Protection Agreement dated
July 9, 2001, between the Registrant and Chief Executive
Officer of the Registrant (incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form
10-Q for the period ended September 30, 2001). * #

(xi) Standard Change In Control Severance Protection Agreement
dated July 9, 2001, between the Registrant and Key
Executives of the Registrant (incorporated by reference
to the Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 2001). * #

(xii) Trust Agreement dated January 20, 1998, by and between
Curtiss-Wright Corporation and PNC Bank, National
Association (incorporated by reference to Exhibit 10(a)
to Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1998). * #

(xiii) Consulting Agreement dated April 10, 2000, between
Registrant and David Lasky (incorporated by reference to
Exhibit (10)(xi) to Registrant's Annual Report on Form
10-K for the year ended December 31, 2000). * #

(xiv) Standard Supplemental Retirement Agreement dated April
27, 1999, between the registrant and certain Officers of
the Registrant (incorporated by reference to Exhibit 10
to Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 2000). * #

(xv) Mutual Separation Agreement dated June 26, 2001, between
Brian D. O'Neill and Registrant (incorporated by
reference to Exhibit (10)(xiv) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
2001). * #

(xvi) Mutual Separation Agreement dated November 12, 2001,
between Robert A. Bosi and Registrant (incorporated by
reference to Exhibit (10)(xv) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
2001). * #

(xvii) Consulting Agreement dated June 18, 2002, between
Registrant and Gerald Nachman (incorporated by reference
to Exhibit 10.1 to Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 2002). * #

(xviii) Curtiss-Wright Electro-Mechanical Division Savings Plan
dated January 1, 2004, filed herewith. *

(xix) Curtiss-Wright Corporation 2003 Employee Stock Purchase
Plan (incorporated by reference to Appendix VII to
Registrant's Proxy Statement on Schedule 14A, filed with
the SEC on March 28, 2003). * #

(13) Annual Report to Stockholders for the year ended December 31, 2003.

(16) Letter from Deloitte & Touche and PricewaterhouseCoopers LLP, dated
March 25, 2003 (incorporated by reference to Registrant's Form
8-K, filed March 26, 2003).

(21) Subsidiaries of the Registrant.

(23) Consents of Experts and Counsel

(i) Independent Auditors' Consent

(ii) Consent of Independent Accountants

Page 27

(31) Rule 13a-14(a)/15d-14(a) Certifications

(i) Certification of Martin R. Benante, Chairman and CEO, Pursuant
to Rule 13a-14(a) or Rule 15d - 14(a) under the Securities
Exchange Act of 1934, as added by Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.

(ii) Certification of Glenn E. Tynan, Chief Financial Officer,
Pursuant to Rule 13a-14(a) or Rule 15d - 14(a) under the
Securities Exchange Act of 1934, as added by Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith.

(32) Certification of Martin R. Benante, Chairman and CEO and Glenn E.
Tynan, Chief Financial xx Officer, Pursuant to 18 U.S.C. Section
1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002,
furnished herewith.

- --------------------------------------------------------------------------------
* Management contract or compensatory plan or arrangement.
# Incorporated by reference as noted.

Page 28

STATEMENT OF DIFFERENCES
------------------------

The section symbol shall be expressed as................................. 'SS'
The trademark symbol shall be expressed as............................... 'TM'