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Page 1 of 2647
Exhibit Index - Page 2429
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 19992001
[ ] 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.I.R.S. Employer Identification No.)
incorporation or organization)
1200 Wall Street West, Lyndhurst, NJ 07071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 896-8400
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. [ ]
The aggregate market value of the voting stock held by non-affiliates* of the
Registrant is $ 189,454,831.00$625,159,485 (based on the closing price of the Registrant's
Common Stock and Class B Common Stock on the New York Stock Exchange on March 2, 20005,
2002 of $39.125)$62.80 and $60.60, respectively).
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.
Number of Shares
Class Outstanding at March 2, 20005, 2002
----- ------------------------------
Common Stock, par value $1 per share 10,046,8696,001,170
Class B Common Stock, par value $1 per share 4,382,102
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders of the Registrant to stockholders for the year
ended December 31, 19992001 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 20002002
Annual Meeting of Stockholders are incorporated by reference into Part III.
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* Shares held by Unitrin, Inc.All directors and Argonaut Group, Inc.executive officers of the Registrant have been excluded from
the amount shown solely because of the definition of the term "affiliate" in the
regulations promulgated pursuant to the Securities Exchange Act of 1934. Also,
for purposes of this computation, all directors and executive officers of
Registrant have been deemed to be affiliates, but theThe
Registrant disclaims that any of such directors or officers is an affiliate. See
material referred to under Item 12, below.
Page 2
INDEX TO FORM 10-K
PART I
Forward-Looking Information
Introduction
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
Page 3
FORWARD-LOOKING INFORMATION
Except for historical information, this Annual Report on Form 10-K may be deemed
to contain "forward looking""forward-looking" information. Examples of forward lookingforward-looking
information include, but are not limited to, (a) projections of or statements
regarding return on investment, future earnings, interest income, other income,
earnings or loss per share, investment mix and quality, growth prospects,
capital structure and other financial terms, (b) statements of plans and
objectives of management, (c) statements of future economic performance, and (d)
statements of assumptions, such as economic conditions underlying other
statements. Such forward lookingforward-looking information can be identified by the use of
forward lookingforward-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 lookingforward-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 lookingforward-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) the Notes to
the ConsolidatedItem 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, (i) a reduction in anticipated orders; (ii) an
economic downturn; (iii) unanticipated environmental remediation expenses or
claims; (iv)the Company'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; (v) changes inproduct
demand and market acceptance risks; the effect of economic conditions; the
impact of competitive marketplace and/products and pricing; product development,
commercialization and technological difficulties; unanticipated environmental
remediation expenses or customer requirements; (vi)claims; capacity and supply constraints or difficulties;
an inability to perform customer contracts at anticipated cost levelslevels; changing
priorities or reductions in the U.S. government defense budget; contract
continuation and (vii)future contract awards; U.S. international military budget
constraints and determinations; and other factors that generally affect the
business of companies operating in the Corporation's Segments.
segments.
Introduction
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Pursuant to the Securities Exchange Act of 1934, the Registrant,
Curtiss-Wright Corporation hereby files its Annual Report on Form 10-K Annual Report for the
fiscal year ended December 31, 1999.2001. 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 Company's "Annual Report" are to its 19992001
Annual Report to Stockholders, which is attached hereto as Exhibit 13.
Page 4
PART I
Item 1. Business.
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General Business
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On October 26, 2001, the Corporation's shareholders approved a
recapitalization plan, which enabled Unitrin Inc. ("Unitrin") to distribute its
approximate 44% equity interest in Curtiss-Wright to its shareholders on a
tax-free basis. In addition to approving the recapitalization plan, shareholders
also approved the implementation of certain corporate governance changes to the
Corporation's Restated Certificate of Incorporation and By-Laws.
Under the recapitalization plan, and in order to meet certain Internal
Revenue Code requirements, Unitrin's approximately 4.4 million shares were
exchanged for an equivalent number of shares of a new Class B Common Stock of
Curtiss-Wright which are entitled to elect 80% of Curtiss-Wright's Board of
Directors. After such exchange, Unitrin immediately distributed the Class B
common shares to its approximately 8,000 registered stockholders in a tax-free
distribution. The holders of the remaining outstanding common shares of
Curtiss-Wright are entitled to elect up to 20% of the Board of Directors
after the distribution. Other than the right to elect Directors, the two
classes of stock vote as a single class (except as required by law) and are
equal in all other respects. The new Class B Common Stock was listed on the
New York Stock Exchange, effective November 29, 2001.
Under the terms of the recapitalization agreement reached between
Unitrin and Curtiss-Wright, Unitrin agreed to reimburse the Corporation for
certain costs associated with the recapitalization up to a maximum of $1.75
million. This amount was received subsequent to the recapitalization.
On November 20, 2001, the Registrant's Board of Directors authorized
the amendment of the Corporation's Shareholder Rights Plan (the "Right's Plan")
to account for the newly created Class B Common Stock. The Right's Plan provides
one preferred stock purchase right for each share of the Registrant's Class B
Common Stock and Common Stock, entitling the registered holders to purchase from
the Registrant one one-thousandth of a share of the respective Preferred Stock,
par value $.01 per share of the Registrant at a price of $235 per one
one-thousandth of a share of preferred stock, subject to adjustment. The
description and terms of the Right's Plan are set forth in the Amended and
Restated Rights Agreement which is filed as Exhibit 4 to the Registrant's Report
on Form 8-K, filed with the Securities and Exchange Commission on November 20,
2001.
Page 5
Business Description
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Curtiss-Wright Corporation was incorporated in 1929 under the laws of
the State of Delaware. During 1998, theThe Company adopted the Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information." (SFAS No. 131). Consistent with the requirements of SFAS
No. 131, the Company now reports its operations in three Segments:
Motion Control, (formerly known as "Actuation and Control Products & Services Segment"),
Metal Treatment, (formerly known as "Precision Manufacturing Products & Services
Segment"), and Flow Control (formerly known as "Flow Control Products &
Services").Control.
Motion Control
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The Corporation--------------
This segment of the corporation primarily designs, develops and manufactures
flight control actuationmechanical systems, drive systems and componentselectronic controls for the aerospace and
defense industry. ManufacturedAerospace products offered consist 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. TheyDefense products consist mainly of
ground defense aiming and stabilization systems, fire control subsystems and
hydro-pneumatic suspension systems for armored fighting vehicles.
Aircraft applications include actuators and control systems for the Boeing
737, 747, 757, 767 and 777 jet airliners, the Lockheed Martin F-16 Falcon
fighter, the Boeing F/A-18 fighter, the F-22 Raptor fighter, jointly developed
by Lockheed Martin and Boeing, the Bell Boeing V-22 Osprey, and the Sikorsky
Black Hawk and Seahawk helicopters. The CorporationMotion Control is also is developing wing flapflight
control actuators for business
jetthe Engineering and small cargo aircraft. During 1999,Manufacturing Development (EMD) phase
of Lockheed Martin's Joint Strike Fighter (JSF) program. The JSF is the Corporation consolidated certain
operations, relocating substantiallynext
generation fighter aircraft being designed for use by all three branches of itsthe
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 fromof these applications
is performed at the
Corporation's Fairfield, New Jersey facility into its Shelby, North Carolina facility. Accordingly, these operations are mainly conducted from the
Corporation's facility in Shelby, North Carolina.
With the acquisition on December 31, 1998 of SIG Antriebstechnik AG*, the
Company also offers electro-mechanical and electro-hydraulic actuation
components and systems including electronic controls to the military tracked and
wheeled vehicle, high speed railroad train, and commercial marine propulsion
markets. These products which are designed and manufactured at the Corporation's
facility in Neuhausen am Rheinfall, Switzerland, primarily consist of drives and
suspension systems for armored military vehicles sold to defense equipment
manufacturers, and tilting systems for high speed railway car applications, in
each case to overseas markets.
The actuation and control products and services of this Segment are
marketed directly to customers by employees of the Corporation. These products
are sold in competition with a number of other system suppliers, most of which
have broader product lines and financial, technical, and human resources greater
than those of the Company. Competition is primarily on the basis of engineering
capability, quality and price and is directed to the placement of systems to
perform control and actuation functions on the limited number of new production
programs.
As a related service within this Segment,segment, Curtiss-Wright also provides
commercial airlines, the military and general aviation customers with component
overhaul and repair services. The Corporation overhauls a varietyservices provided include the overhaul and
repair of hydraulic, pneumatic, mechanical, electro-mechanical, electrical and electronic
components, found on Boeing, Lockheed Martin, Airbusaircraft parts sourcing, and othercomponent exchange services for a wide
array of aircraft. The Corporationsegment provides these services from facilities in
Gastonia, North Carolina,Carolina; Miami, Florida,Florida; Karup, Denmark,Denmark; and a marketing and
distribution facility in Singapore. - -----------------
* Merged into Curtiss-Wright Antriebstechnik GmbH (Curtiss-Wright Drive
Technology) effective March 19, 1999.
The segment also sells a commercial rescue
tool using its "Power Hinge"'TM' aerospace technology under the trademark Power
Hawk'r'. Various accessories and related equipment are also offered for the
Power Hawk'r'. The primary use for this tool is the extrication of automobile
accident victims.
Motion Control markets its aerospace products using a direct sales force.
These products are sold in competition with a number of other suppliers, most of
which have broader product lines and greater financial, technical, and human
resources. Competition is primarily on the basis of engineering capability,
quality and price and is focused on offering solutions to perform control and
actuation functions on a limited number of new production programs. This
Segment'ssegment's overhaul and repair services are sold in competition with a number of
other overhaul and repair providers. Competition in the overhaul and repair
business is based upon quality, delivery and price. Marketing is accomplished
Page 6
through independent sales representatives and by direct sales.sales employees.
In 1999 and 2000, the Corporation consolidated its aerospace manufacturing
and overhaul operations from its facility in Fairfield, New Jersey to its
facilities in Shelby and Gastonia, North Carolina. In addition, the segment's
engineering and development functions were relocated to a new facility in Pine
Brook, New Jersey.
Defense products offered by the segment consist of electro-mechanical and
electro-hydraulic actuation components and systems including electronic controls
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 segment's facility in Neuhausen am Rheinfall, Switzerland,
primarily consist of turret aiming and stabilization systems 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.
On November 1, 2001, the Company sellsacquired Lau Defense Systems ("LDS") based
in Littleton, Massachusetts and Vista Controls ("Vista") located in Santa
Clarita, California. Collectively the acquired companies design, develop and
manufacture mission-critical electronic control systems primarily for defense
markets. Products include electronic components and subsystems used in fire
control, aiming and stabilization, munitions loading and environmental
processors for military ground vehicles. They provide electronic subsystems for
the demanding combat platforms in existence today including the Bradley
fighting vehicle, the Abrams M1A2/A3 tank, and the Brigade Combat Team Interim
Armored Vehicle, which is in the U.S. Army's modernization and
transformation efforts. They also provide the mission management and flight
control computers used on the U.S. Air Force Global Hawk, a commercial rescue tool using its "Power Hinge"(TM)high-altitude and
high endurance unmanned aerial vehicle. In February 2002, the Corporation signed
a licensing agreement with Viisage Technology, Inc. ("Viisage"), a leader in
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 LDS
and Vista.
LDS and Vista sell their products primarily to the prime contractors and
subsystem suppliers, both directly and through a network of independent sales
representatives. The addition of these companies provides a North American base
of operations for our ground defense vehicle business, while offering
opportunities to market and sell additional products to our existing aerospace
technology under the trademark Power Hawk(R). Various accessories and
related equipment are also offered. The primary use for this tool is the
extrication of automobile accident victims.customers.
Sales by this Segmentsegment to the Boeing Company in 2001, 2000, and 1999 1998,were
$44.2 million, $41.6 million, and 1997 were
$42.9 $39.3, and $32.0 million, respectively. The loss of the
Boeing Company as a customer would have a material adverse affecteffect on this
Segment.segment. U.S. Government direct and end use sales of this Segmentsegment in 2001, 2000,
and 1999 1998were $35.8 million, $21.2 million, and 1997 were $17.4
$19.7, and $20.1 million, respectively. The
loss of this business would also have a material adverse effectaffect on this Segment.segment.
Page 7
The backlog of this Segmentsegment as of January 31, 20002002 was $164.4$165.2 million as
compared with $143.0$123.2 million as of January 31, 1999.2001. Of the January 31, 2000
amount,2002
backlog, approximately 52%59% is expected to be shipped during 2000.2002. None of the
business of this Segmentsegment is seasonal. Raw materials are generally available in
adequate quantities from a number of suppliers.
Metal Treatment
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This segment of Curtiss-Wright provides approximately 50 metal-treating
services, in this
Segment, with its principal services being "shot peening""shot-peening" and "heat treating."heat-treating."
"Shot peening""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, ceramic or glass beads to compress the outer layer of the metal.
"Heat treating""Heat-treating" is a metallurgical process of subjecting metal objects to heat
and/or cold, or otherwise subsequently treating the material to change the physical and/or
chemical characteristics or properties of the material. An overview of the metal
treating services is provided on page 7 in the Company's Annual Report, such
description being incorporated by reference in this Form 10-K. 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 planes,aircraft, and to manufacture valve reedsreed valves
used in compressors. The Corporationsegment provides these services for a broad spectrum of
customers in various industries, including aerospace, automotive, construction
equipment, oil, petrochemical, metal working, and other industries. Through a
combination of acquisitions and new plant openings, this segment continues to
increase its network of regional facilities. Operations are now conducted from
3742 facilities located in the United States, Canada, England, France, Germany,
and Belgium.
In addition to shot-peening and heat-treating, other products and services
include shot-peen forming, lasershot peening, plating, reed valve manufacturing
and engineering/testing and field services. In 2001, this segment expanded its
reach with the opening of a shot-peening facility in Germany and the acquisition
of heat-treating facilities in Kansas and New Jersey.
The services and products of this Segmentsegment are marketed directly by
employees of the Company.segment. Although numerous companies compete with the Companysegment
in this field and many customers for the services provided have the resources to perform such services
themselves, Curtiss-Wright believes that its greater technical know-howknowledge and
superior quality of workmanship provide it with a competitive advantage. The Corporation alsosegment competes on
the basis of quality, service and price.
The backlog of this Segmentsegment as of January 31, 20002002 was $1.2$1.1 million, as
compared with $1.4$1.2 million as of January 31, 1999.2001. All of such backlog is
expected to be shipped in the first quarter of 2000.2002. The services of this
segment are sold with very modest lead times and accordingly, the backlog of
this segment is not indicative of future sales. The business of this Segmentsegment is
not seasonal. Raw materials are generally available in adequate quantities from
a number of suppliers, and the Segmentsegment is not materially dependent upon any
single source of supply. NoBAE Airbus UK accounted for 13% of total sales in 2001,
however no single customer accounted for 10% or more of total sales in 1999, 19982000 and
1997 and the1999. The loss of this customer would have a material adverse effect on this
segment. The active customer base numbers are in excess of 5,000.
Page 8
Flow Control
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This segment consists of six operating divisions that design, manufacture,
distribute, and service a broad range of highly engineered flow control products
for severe service military and commercial applications.
At its facility located in East Farmingdale, New York, the Corporationthis segment
designs, manufactures, refurbishes and tests highly engineered valves of various
types and sizes, such as motor operated and solenoid operated globe, gate,
control and safety relief valves. These valves are used to control the flow of
liquids and gases and to provide safety relief in high-pressure applications.
ItThis division also supplies actuators and controllers for its own valves as well
as for valves manufactured by others.its competitors. The primary customers for these
valves are the U.S. Navy, which uses them in nuclear propulsion systems, and
owners and operators of commercial power utilities who use them in new and
existing nuclear and fossil fuel power plants. All of the new nuclear plants are
outside the U.S. and recent sales for such plants have been toin Korea and Taiwan.
Sales are made by responding directly to requests for proposals from customers.
The production of valves for the U.S. Navy and for new power plants is
characterized by long lead times from order placement to delivery.
Through its Enertech operation, the Companysegment also designs, manufactures, and
distributes additional flow control products for sale into global commercial
nuclear power markets and it also distributes products made by others from its facility in Brea, California. Enertech's product
lines include: snubbers, advanced valves, valve actuators, test and diagnostic
equipment, as well as related diagnostic services. In addition, the Company nowsegment
provides training, on-site services, staff augmentation and engineering programs
relating to nuclear power plants. The Companysegment also provides hydraulic power
units and components primarily for the automotive and entertainment industries.
In August 1999, the Company further expandedThrough its product lines and
distribution base through the acquisitions of Farris Engineering ("Farris") and
Sprague Products ("Sprague"), two former business units of Teledyne Fluid
Systems, Inc. As a result of acquiring Farris,operation, the segment is one of
the world's leading manufacturers of spring-loaded and pilot operated
pressure-relief valves the
Company expanded its customer base intofor the processing industries. Farris' primary customers
are refineries, petrochemical/chemical plants and pharmaceutical manufacturing
facilities. Farris products are manufactured in Brecksville, Ohio and Brantford,
Ontario.
A service and distribution center is
located in Edmonton, Alberta. Sprague Products ("Sprague"), also located in Brecksville, Ohio,
manufactures and provides specialty hydraulic and pneumatic valves, air-driven
pumps and gas boosters under the "Sprague" and "PowerStar" trade names. Sprague
products are used generally in various industrial applications as well as in
directional control valves for truck transmissions and car transport carriers.
In 2001, the segment further expanded its product lines and distribution
base through the acquisitions of Solent & Pratt Engineering Ltd. ("S&P"),
Peerless Instrument Co. ("Peerless") and Deltavalve USA, LLC ("Deltavalve").
From its facility in Bridport, England, S&P manufactures high performance
butterfly valves and is a global supplier to the petroleum, petrochemical,
chemical and process industries. From its facility in Elmhurst, New York,
Peerless designs, develops, manufactures, tests and services specialized
instrumentation and control equipment primarily for the U.S. Nuclear
Page 9
Naval program. Deltavalve designs, engineers, and manufactures metal-seated
industrial valves used in standard and advanced applications including
high-cycle, high-pressure, extreme temperature, and corrosive plant
environments. Deltavalve is located in Salt Lake City, Utah with an
assembly and testing facility in Calgary, Alberta, Canada.
Strong competition in flow control products and services is encountered
primarily from a large number of domestic and foreign sources insources. Competition occurs on the
commercial
market.basis of price, technical expertise, delivery, contractual terms, previous
installation history and reputation for quality. Delivery speed and the
proximity of service centers are important with respect to after-market
products. Sales to commercial users are accomplished through independent marketingsales
representatives and by direct sales. These products and services are sold to
customers who are sophisticated and demanding. Performance, quality, technology,
delivery and price are the principal areas of competition.sales employees.
The backlog of this Segmentsegment as of January 31, 20002002 was $67.3$81.4 million as
compared with $55.2$52.6 million as of January 31, 1999.2001. Of the January 31, 2000
amount,2002
backlog, approximately 47%70% is expected to be shipped during 2000.2002. Approximately
25%49% of this Segment'ssegment's backlog is composedcomprised of orders with the U.S. Navy through
its prime contractor, the Plant Apparatus Division of Bechtel National,Plant Machinery,
Inc., ("Bechtel") a unit of Bechtel Group, Inc. Sales by this segment to Bechtel
accounted for 22% and 19% of total segment sales in 2001 and 2000, respectively.
The loss of this customer would have a significantmaterial adverse impacteffect on the business
of this Segment.segment. None of the business of this Segmentsegment is seasonal. Raw materials
are generally available in adequate quantities from a number of suppliers.
Other Information
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Government Sales
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InFrom 1999 1998 and 1997,to 2001, the Company's direct sales to the United StatesU.S. Government and
sales for United StatesU.S. Government and foreign government end use aggregated
approximately 17%, 17% and
20% respectively, of total sales for all Segments. United Statesconsolidated sales. U.S. Government sales, both direct and
subcontract, are generally made under one of the standard types of government contracts,
including fixed price and fixed price-redeterminable.
In accordance with normal practice in the case of United StatesU.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,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 done,completed, consistent with regulations of the United StatesU.S. Government.
SubcontractsContracts for Navy nuclear valves usually provide that Curtiss-Wright must absorb
most of any overrun of "target" costs.cost overrun. In the event that there is a cost underrun, however, the
customer is to recouprecoups a portion of the underrun based upon a formula in which the
customer's portion increases as the underrun exceeds certain established levels.
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 United StatesU.S. Government prime contracts or subcontracts, they are secured by a
Page 10
lien in favor of the Governmentgovernment on the materials and work in process allocable
or chargeable to the respective contracts. (See Notes 1.C, 46 and 57 to the
Consolidated Financial Statements, on pages 23, 2630 and 2735 of the Registrant's
Annual Report, which notes are incorporated by reference in this Annual Report
on Form 10-K Annual
Report.10-K.) In the case of most valve products for United StatesU.S. Government end use,
the subcontractscontracts typically provide for the retention by the customer of stipulated
percentages of the contract price, pending completion of contract closeout
conditions.
Research and Development
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Research and development expenditures sponsoredincurred by the Corporation amounted
to $2,801,000$4,383,000 in 19992001 as compared with $1,346,000$3,443,000 in 19982000 and $1,877,000$2,801,000 in
1997.1999. 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 is materially dependent upon the protection of any one or more
of thesethe patents, patent applications or patent license agreements under which it
now operates.
Environmental Protection
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The effect of compliance upon the Corporation with present legal
requirements concerning protection of the environment is described in the
material in Notes 1.H1.I
and 1113 to the Consolidated Financial Statements which appearsappear on pages 2431 and 3139,
respectively, of the Registrant's Annual Report and is incorporated by reference
in this Annual Report on Form 10-K Annual Report.10-K.
Employees
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At the end of 1999,2001, the Corporation had 2,2672,625 employees, 172149 of which were
represented by labor unions and are covered by collective bargaining agreements.
Certain Financial Information
- -----------------------------
The industry segment information is described in the material in Note 1416 to the
Consolidated Financial Statements, which appears on pages 3341 to 3543 of the
Registrant's Annual Report, and is incorporated by reference in this Annual
Report on Form 10-K
Annual Report. It should be noted that in recent years a significant percentage
of the pre-tax earnings from10-K. In 2001, 2000, and 1999, foreign operations of the
Corporation have been derived
from foreign operations.generated 17.8%, 26.4%, and 25.6%, respectively, of the
Corporation's pre-tax earnings. The Company does not regard the risks attendant toassociated
with these foreign operations to be materially greater than those applicable to
its business in the U.S.
Page 11
Item 2. Properties.
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The principal physical properties of the Corporation and its subsidiaries
are described below:
Owned/
Location Description(1) Leased Principal Use
East Farmingdale, 215,000 sq. ft. Owned(2) Flow Control
New York on 11 acres
Chester, Wales 175,666 sq. ft. Leased Metal Treatment
United Kingdom
Shelby, 137,440 sq. ft. Owned Motion Control
North Carolina on 29 acres
Brampton, 87,000 sq. ft. on Owned Metal Treatment
Ontario, Canada 8 acres
Deeside, Wales 81,000 sq. ft. Owned Metal Treatment
United Kingdom on 2.2 acres
Columbus, Ohio 75,000
Owned/
Location Description(1) Leased Principal Use
- ---------------------------------------------------------------------------------
East Farmingdale, 215,000 sq. ft. Owned(2) Flow Control
New York on 11 acres
Chester, Wales 175,666 sq. ft. Owned Metal Treatment
United Kingdom
Shelby, 145,440 sq. ft. Owned Motion Control
North Carolina on 29 acres
Bensalem, 89,100 sq. ft. Owned Metal Treatment
Pennsylvannia on 4.18 acres
Brampton, 86,650 sq. ft. Owned Metal Treatment
Ontario, Canada on 8 acres
Columbus, Ohio 74,500 sq. ft. Owned Metal Treatment
on 9 acres
Brecksville, Ohio 68,000 sq. ft Owned Flow Control
on 5.56 acres
Miami, Florida 65,000 sq. ft. Leased Motion Control
on 2.6 acres
Fort Wayne, 62,589 sq. ft. Owned Metal Treatment
Indiana on 3.2 acres
Littleton, 61,000 sq. ft. within Leased Motion Control
Massachusetts a business complex
Elmhurst, 55,000 sq. ft. within Leased Flow Control
New York a business complex
Gastonia, 52,860 sq. ft. Owned Motion Control
North Carolina on 7.5 acres
Pine Brook, 45,000 sq. ft. within Leased Motion Control
New Jersey a business complex
Neuhausen am, 40,100
Page 12
Owned/
Location Description(1) Leased Principal Use
- ---------------------------------------------------------------------------------
Neuhausen am, 52,000 sq. ft. within Leased Motion Control
Rheinfall, a business complex
Switzerland
Carlstadt, New 39,632 sq. ft. Leased Metal Treatment
Jersey
Romulus, Michigan 35,840 sq. ft. Leased Metal Treatment
York, 32,396 sq. ft. Owned Metal Treatment
Pennsylvania on 3.6 acres
Derby, United 32,000 sq. ft. Owned Metal Treatment
Kingdom
Dallas, Texas 31,100 sq. ft. Owned Metal Treatment
Brea, California 30,550 sq. ft. Leased Flow Control
on 1.76 acres
Lafayette, Louisiana 30,000 sq. ft. Owned Metal Treatment
Wichita, Kansas 30,000 sq. ft Leased Metal Treatment
Pennsylvania on 3.6 acres
Brea, California 30,550 sq. ft. Leased Flow Control
on 1.76 acres
Brantford, 21,000 sq. ft Owned Flow Control
Ontario, Canada on 8.13 acres
(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 buildings.operations.
(2) The Suffolk County Industrial Development Agency, in connection with the
issuance of an industrial revenue bond, holds title to approximately six acres
of land and the building located thereon.
In addition to the properties listed above, the Corporation leases an
aggregate of approximately 360,000318,000 square feet of space at twenty-twotwenty-five different
locations in the United States, England and EnglandGermany and owns buildings
encompassing about 371,704305,000 square feet in seventeensixteen different locations in the
United States, France, Germany, Belgium and England. None of these properties
individually is material to the Company's business.
It also leases approximately 8,000 square
feet of space in Karup, Denmark, for Motion Control; 2,000 square feet of space
in Suwanee, Georgia, for Flow Control; 1,150 square feet of space in Singapore
for Motion Control; and 600 square feet of warehouse and office space in
Edmonton, Alberta, Canada, for Flow Control.Page 13
The Corporation also owns a multi-tenant industrial rental facility located
in Wood-Ridge, New Jersey encompassing 2,322,000 square feet on 144 acres. The
former manufacturing facility has approximately 2,264,000 square feet leased to
other parties with the remaining 58,000 square feet vacant and available for
lease. Additionally, Curtiss-Wright leases approximately 14,000 square feet of
office space in
Lyndhurst, New Jersey, for its corporate office.
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.
The following tractsRegistrant currently owns 450,000 square feet of space situated
on 39.8 acres of property owned by the Registrant, are not
attributable to a particular Segment and arelocated in Fairfield, New Jersey (the "Fairfield
Property"). The Fairfield Property is being held for sale:sale and the Company
continues to review third party proposals to purchase the Fairfield Property. On
December 20, 2001 the Corporation sold its Wood-Ridge Business Complex for $51
million, which is located in Wood-Ridge, New Jersey. The business complex
comprised approximately 2.3 million square feet of rental space situated on 138
acres of land. In January 2002, the Corporation sold 21 acres of land located in
Hardwick Township, New Jersey (the "Hardwick Property"), 21 acres; Fairfield, New Jersey,
39.8 acres (the "Fairfield Property"); and Perico Island, Florida, 112 acres,
the bulk of which is below water (the "Perico Island Property"). In June 1999,
the Company entered into a contract to sell the Perico Island Property. The
contract is contingent on the purchaser obtaining necessary governmental
approvals. The purchaser has until May 18, 2000 to obtain the necessary
approvals. The Company is also currently engaged in negotiations to sell the
Hardwick Property and the Fairfield Property.Jersey. The Corporation also owns approximately 7.4 acres
of land in Lyndhurst, New Jersey, which is leased, on a long-term basis, to the
owner of the commercial building located on the land.
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 disposition of any of these matters will have
a material adverse effect on the Corporation's consolidated financial position
or results of operations.
In December 1999, the Corporation entered into a settlement agreement with
the Borough of Wood-Ridge (the "Borough"), resolving a long standing tax appeal
challenging the accuracy of the Borough's property value assessments for tax
years 1994 through 1999 on the Corporation's industrial rental facility referred
to above. Under the terms of the settlement, the assessments for the years in
question were reduced and the Corporation received a refund for taxes paid in
excess of those reduced assessments. A significant portion of the tax refund was
passed through to the tenants of the complex. See the information contained in
the Registrant's Annual Report on page 17 under the caption "Other Revenues" in
the Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------------------
Not applicable.
------------------------------------------------------------
Information required in connection with this item is set forth in Item 4 of
the Registrant's Quarterly Report on Form 10-Q for the period ending September
30, 2001, which information is incorporated herein by reference.
PART II
Item 5. Market for the Registrant's Common Stock
And Related Stockholder Matters.
- ----------------------------------------------------------------------------------------------------------
See the information contained in the Registrant's Annual Report on the
inside back cover under the captions "Common Stock"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 3,8229,789 as of March 1, 2000.5, 2002.
Page 14
Item 6. Selected Financial Data.
- -----------------------------------------------------------------------
See the information contained in the Registrant's Annual Report on page 1419
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 aton pages 1520
through 17,24, 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.
- --------------------------------------------------------------------
The Corporation is exposed to certain market risks from changes in interest
rates and foreign currency exchange rates as a result of its global operating
and financing activities. However,See the Corporation seeks to minimize the risks
from these interest rate and foreign currency exchange rate fluctuations through
its normal operating and financing activities and, when deemed appropriate,
through the use of derivative financial instruments. The Corporation did not use
such instruments for trading or other speculative purposes and did not use
leveraged derivative financial instruments during the year ended December 31,
1999. Information regarding the Corporation's accounting policy on financial
instruments isinformation contained in Note 1.G to the Consolidated Financial StatementsRegistrant's Annual Report on page 24,
ofunder the Annual Report,caption "Quantitative and Qualitative Disclosures About Market Risk,"
which information is incorporated herein by reference in this Form
10-K Annual Report.
The Corporation's market risk for a change in interest rates relates
primarily to the debt obligations. Approximately 49% of the Corporation's debt
at December 31, 1999 and 46% of the December 31, 1998 debt is comprised of
Industrial Revenue Bond financing. As described in Note 8 to the Consolidated
Financial Statements on page 29 of the Annual Report, which is incorporated by
reference in this Form 10-K Annual Report, the Corporation borrowed variable
rate debt under its short-term credit agreement and revolving credit agreement
aggregating 31,000,000 Swiss Francs arising out of the December 31, 1998
purchase of SIG Antriebstechnik AG to mitigate its currency exposure.
Financial instruments expose the Corporation to counter-party credit risk
for nonperformance and to market risk for changes in interest and currency
rates. The Corporation manages exposure to counter-party credit risk through
specific minimum credit standards, diversification of counter-parties and
procedures to monitor concentrations of credit risk. The Corporation monitors
the impact of market risk on the fair value and cash flows of its investments by
considering reasonably possible changes in interest rates and by limiting the
amount of potential interest and currency rate exposures to amounts that are not
material to the Corporation's consolidated results of operations and cash flowsreference.
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, 2001,
2000, and 1999, 1998 and 1997, page 19.26.
Consolidated Balance Sheets at December 31, 19992001 and 1998,2000, page 20.27.
Consolidated Statements of Cash Flows for the years ended December 31, 2001,
2000, and 1999, 1998 and 1997, page 21.28.
Consolidated Statements of Stockholders' Equity for the years ended December
31, 2001, 2000, and 1999, 1998 and 1997, page 22.29.
Notes to Consolidated Financial Statements, pages 2330 through 35,44, inclusive,
and Quarterly Results of Operations, on page 14.19.
Report of Independent Accountants for the three years ended December 31, 2001,
2000, and 1999, 1998 and 1997, page 18.25.
Page 15
Item 9. Changes in and Disagreements with Accountants
On Accounting and Financial Disclosure.
- --------------------------------------------------------------------------------------------------------------------------
Not applicable.
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 20002002 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:
Principal Occupation
Name and Employment Age
David Lasky Chairman (since May 1995); 67
formerly President from 1993
to April 1999(1)
Martin R. Benante President and Chief Operating 47
Officer since April 1999; 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
Gerald Nachman Executive Vice President; 70
President of Metal Improvement
Company, Inc., a wholly owned subsidiary,
since May 1970
Principal Occupation
Name and Employment Age
- -----------------------------------------------------------------------------------
Martin R. Benante Chairman of the Board of Directors 49
and Chief Executive 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
Gerald Nachman Executive Vice President; 72
President of Metal Improvement
Company, Inc., a wholly-owned subsidiary,
since May 1970.
Page 16
Principal Occupation
Name and Employment Age
George J. Yohrling Vice President of Curtiss-Wright Corporation; 59
President, Curtiss-Wright Flight Systems,
Inc., a wholly-owned subsidiary, since
April 1998; Executive Vice President for
Aerospace Operations of Curtiss-Wright Flight
Systems, Inc. from April 1997 to April 1998,
Senior Vice President from July 1996 to April
1997 of Curtiss-Wright Flight Systems, Inc.;
previously Vice President and General Manager
of Curtiss-Wright Flight Systems/Shelby, Inc.,
then a wholly-owned subsidiary.
Robert A. Bosi Vice President-Finance since January 1993 44
Brian D. O'Neill Secretary, General Counsel since April 1999; 50
formerly Assistant General Counsel from
December 1997 until April 1999; formerly
Staff Attorney and Associate General Counsel
from December 1980 to December 1997
Gary J. Benschip Treasurer since February 1993 52
Kenneth P. Slezak (2) Controller since 1991 48
Principal Occupation
Name and Employment Age
- -----------------------------------------------------------------------------------
George J. Yohrling Executive Vice President since May 2001; 61
President, Curtiss-Wright Flight Systems,
Inc., a wholly-owned subsidiary, since April
1998; Executive Vice President for
Aerospace Operations of Curtiss-Wright Flight
Systems, Inc. from April 1997 to April 1998;
Senior Vice President from July 1996 to April
1997 of Curtiss-Wright Flight Systems, Inc.;
Vice President and General Manager of Curtiss-
Wright Flight Systems/Shelby, Inc.,
then a wholly owned subsidiary, since 1985.
Joseph Napoleon Executive Vice President since May 2001; 55
President, Curtiss-Wright Flow Control
Corporation, a wholly-owned subsidiary,
since August 1999; Vice President and General
Manager of Curtiss-Wright Flow Control
Corporation from April 1999 to August 1999;
Vice President, Curtiss-Wright Flow Control
Corporation from October 1995 to April 1999.
Michael Denton Secretary and General Counsel since August 46
2001; Corporate Counsel of Honeywell
International, Inc. (previously AlliedSignal
Inc.) from 1993 to 2001.
Gary J. Benschip Treasurer since February 1993. 54
Glenn E. Tynan Controller since June 2000; 43
Vice President and Corporate Controller
of the Movado Group until May 2000;
Corporate Controller of Dexter Corporation
from 1998 to 1999; Vice President Finance
and Controller of Lightolier from 1995 to 1998.
The executive officers of the Registrant are elected annually by the Board
of Directors at its organizationorganizational meeting in April and hold office until the
organizationorganizational meeting in the next subsequent year and until their respective
successors are chosen and qualified.
Page 17
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.
- -----------------------------------------------------------------------
(1) On February 3, 2000, Mr. Lasky announced his retirement following the
Corporation's Annual Meeting of Stockholders to be held on April 2000.
(2) Mr. Slezak resigned from his position with the Corporation effective
February 22, 2000.
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 headingcaption "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.
- --------------------------------------------------------------------------------------------------------------
See the following portions of the Registrant's Proxy Statement, all of
which information is incorporated herein by reference: (i) the materialinformation under
the caption "Security Ownership and Transactions with Certain Beneficial Owners"
and (ii) the materialinformation 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.
PART IV
Item 14. Exhibits, Financial Statement
SchedulesSchedule 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, 2001, 2000, and 1999
1998 and 1997Page 18
(ii) Consolidated Balance Sheets at December 31, 19992001 and 19982000
(iii) Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 19982001, 2000, and 19971999
(iv) Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1999, 19982001, 2000, and 19971999
(v) Notes to Consolidated Financial Statements
(vi) Report of Independent Accountants for the years ended December
31, 1999, 19982001, 2000, and 19971999
(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 2227 and 2328 of this
Form 10-K.
Report of Independent Accountants on Financial Statement Schedule
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 Event
See the information contained in the Registrant's Annual Report on page
24 under the caption "Recent Development" and on page 44 under the
caption "Subsequent Events", which information is incorporated herein
by reference.
Exhibits:
(2) Plan of acquisition, reorganization, arrangement,
liquidation, or succession
(2)(i) Asset Purchase and Sale Agreement dated July 23, 1999
between Teledyne Industries, Inc., Teledyne Industries Canada
Limited and Curtiss-Wright Corporation (incorporated by
reference to Exhibit 2.1 to Registrant's Current Report on
Form 8-K, filed September 15, 1999).
(2)(ii) Second Amended and Restated Distribution Agreement, dated
as of August 17, 2001, between the Company and
Page 19
Unitrin, Inc. (incorporated by reference to Appendix A to the
Registrant's Proxy Statement on Schedule 14A with respect to
the recapitalization of the Company dated September 5, 2001).
(2)(iii) Second Amended and Restated Agreement and Plan of
Merger, dated as of August 17, 2001, among the Company,
Unitrin, Inc., and CW Disposition Company (incorporated by
reference to Appendix B to the Registrant's Proxy Statement on
Schedule 14A with respect to the recapitalization of the
Company dated September 5, 2001).
(2)(iv) 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).
(2)(v) 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).
(2)(vi) 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).
(3) Articles of Incorporation and By-laws of the Registrant
(3)(i) Restated Certificate of Incorporation as amended May 8, 1987November 29,
2001 (incorporated by reference to Exhibit 3(a)Appendix C-1 to
Registrant's Form 10-Q Report forProxy Statement on Schedule 14A with respect to
the quarter ended June 30, 1987).
Restated Certificaterecapitalization of Incorporation as amended through April
18, 1997 (incorporated by reference to Exhibit 3(i) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997)Company dated September 5, 2001).
(3)(ii) By-laws as amended through April 30, 1999, filed herewith.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
Company dated September 5, 2001).
Page 20
(4) Instruments defining the rights of security holders,
including indentures
(4)(i) Agreement to furnish to the Commission upon request, a copy of
any long termlong-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).
(4)(ii) Revolving Credit Agreement dated December 20, 1999
between Registrant, the Lenders parties thereto from time
to time, the Issuing Banks referred to therein and Mellon
Bank, N.A., filed herewith.(incorporated by reference to Exhibit 4(ii)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999).
(4)(iii) Short-Term Credit Agreement dated as of December 20,
1999 between Registrant, the Lender Parties and Mellon
Bank, N.A., as Agent, (incorporated by reference to
Exhibit 4(iii) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999); First Amendment to
Short-Term Credit Agreement dated as of December 19, 2000,
filed herewith; Second Amendment to Short-Term Credit
Agreement dated as of December 20, 2001, filed herewith.
(4)(iv) Amended and Restated Rights Agreement, dated as of November 6,
2000, as amended and restated as of November 20, 2001, between
the Company 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); Amendment to
Restated Rights Agreement dated February 1, 2002 naming
American Stock Transfer & Trust Company as Rights Agent, filed
herewith.
(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 Report for the quarterperiod
ended September 30, 1989).*
Page 21
(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 OfficersCertain
Management of Curtiss-Wright (incorporated by reference to
Exhibit 10(iv)10 to Registrant's AnnualQuarterly Report on Form 10-K10-Q for
the yearperiod ended December 31, 1991)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 Report for the quarterperiod ended
June 30, 1997).*
(v) Restated and Amended Curtiss-Wright Corporation Retirement
Plan as amended through August 1, 1997 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997); Fourth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
October 20, 1997 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997); Fifth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
January 1, 1998 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997); Amendments to
Curtiss-Wright Retirement Plan dated April 1, 1998,
April 20, 1998, April 30, 1998February 28, 2002, filed herewith.*
(vi) Restated and June 30, 1998
(incorporated by reference to Exhibit a(ii) to
Registrant's Quarterly Report for the quarter ended
June 30, 1998).*
(vi)Amended Curtiss-Wright Corporation Savings and
Investment Plan dated March 1, 1995 (incorporated by reference
to Exhibit (10)(vii) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994).February 28, 2002, filed herewith.*
(vii) 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).*
(viii)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).*
(ix) StandardChange In Control Severance Protection Agreement dated June
19, 1998July 9,
2001 between the Registrant and OfficersChief Executive Officer of the
Registrant (incorporated by reference to Exhibit A(i)10.1 to
Registrant's Quarterly Report on Form 10-Q for the period
ended JuneSeptember 30, 1998)2001).*
Page 22
(x) 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).*
(xi) 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 quarterperiod ended March 31,
1998).*
(xii) 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).*
(xiii) 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).*
(xiv) Mutual Separation Agreement dated June 26, 2001 between Brian
D. O'Neill and Registrant, filed herewith.*
(xv) Mutual Separation Agreement dated November 12, 2001 between
Robert A. Bosi and Registrant, filed herewith.*
(13) Annual Report to Stockholders for the year ended December 31,
19992001.
(21) Subsidiaries of the RegistrantRegistrant.
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants
(27) Financial Data ScheduleAccountants.
- -----------
*Management contract or compensatory plan or arrangement
Page 23
(b) Reports on Form 8-K
No(i) On November 20, 2001 the Company filed a report on Form 8-K
wasreporting the adoption by the Board of Directors of
amendments to the Company's stockholders rights plan.
(ii) On November 29, 2001, the Company filed duringa report on Form 8-K
announcing the three months endedconsummation of the recapitalization of the
Company facilitating a plan of Unitrin, Inc. to spin off to
its stockholders all of its equity position in the Company.
(iii) On January 4, 2002, the Company filed a report on Form 8-K
reporting the December 31, 1999.20, 2001 sale of the Registrant's
Wood-Ridge Industrial Complex located in Wood-Ridge, New
Jersey.
Page 24
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 15, 2002 By: /s/ David Lasky
---------------------
David LaskyMartin R. Benante
---------------------------
Martin R. Benante
Chairman and CEO
Date: March 20, 2000
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 20, 200015, 2002 By: /s/ Robert A. Bosi
---------------------
Robert A. Bosi
Vice President - FinanceGlenn E. Tynan
------------------------------
Glenn E. Tynan
Controller
Date: March 20, 200015, 2002 By: /s/ Gary R. Struening
------------------------J. Benschip
------------------------------
Gary R. Struening
Assistant ControllerJ. Benschip
Treasurer
Date: March 20, 200015, 2002 By: /s/ Martin R. Benante
-------------------------------------------------------
Martin R. Benante
Director
Date: March 20, 2000 By: /s/ Thomas R. Berner
------------------------
Thomas R. Berner
Director
Date: March 20, 200015, 2002 By: /s/ James B.Busey
------------------------B. Busey
------------------------------
James B. Busey IV
Director
Date: March 20, 200015, 2002 By: /s/ S. Marce Fuller
------------------------------
S. Marce Fuller
Director
Page 25
Date: March 15, 2002 By: /s/ David Lasky
------------------------------------------------------
David Lasky
Director
Date: March 20, 200015, 2002 By: /s/ William B. Mitchell
-------------------------------------------------------
William B. Mitchell
Director
Date: March 20, 200015, 2002 By: /s/ John R. Myers
--------------------------------------------------------
John R. Myers
Director
Date: March 20, 200015, 2002 By: /s/ William W. Sihler
-------------------------------------------------------
William W. Sihler
Director
Date: March 20, 199915, 2002 By: /s/ J. McLain Stewart
--------------------------------------------------------
J. McLain Stewart
Director
Page 26
PRICEWATERHOUSECOOPERS LLP [LOGO]
PricewaterhouseCoopers LLP
400 Campus Drive
P.O. Box 988
Florham Park, NJ 07932
Telephone (973) 236 4000
Facsimile (973) 236 5000
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
ofOf Curtiss-Wright Corporation:
Our audits of the consolidated financial statements referred to in our report
dated January 31, 2000February 1, 2002, except for Note 18 as to which the date is February, 22,
2002, appearing in the 19992001 Annual Report to Shareholders 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 listed in Item 14(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
JanuaryFebruary 1, 2002, except for Note 18 as to which
the date is February 22, 2002.
Page 27
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 2001, 2000, and 1999
(In thousands)
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1999, 1998 and 1997
(In thousands)
Additions
-------------------------------------------------------------------
Charged Charged to
Balance at Charged to Costs Other
Beginning and Accounts Deductions Balance at Beginning Costs and Accounts - Deductions - End of
Description of Period Expenses Describe Describe of Period
----------- --------- -------- -------- --------- ---------
Deducted from assets to
which they apply:
Reserves for doubtful
accounts and notes:
Year-ended December 31, 2001 $2,659 $ 882 $ 527(A) $ 1,951 $2,117
====== ===== ======== ======= ======
Year-ended December 31, 2000 $3,230 $ 803 $ -0- $ 1,374 $2,659
====== ===== ======== ======= ======
Year-ended December 31, 1999 $1,910 $ 970 $ 733(A)733(B) $ 383 $3,230
------ ----- -------- -------- ------
Year-ended December 31,
1998 $1,747 $ 352 $ 20(B) $ 209 $1,910
------ ----- -------- -------- ------
Year-ended December 31,
1997 $1,557 $ 596 $ 406 $1,747
------ ----- -------- ------
Deferred tax asset
valuation allowance:
Year-ended December 31,
1999 $ - $ - $ - $ -
------ ----- -------- ------
Year-ended December 31,
1998 $ - $ - $ - $ -
------ ----- -------- ------
Year-ended December 31,
1997 $1,212 $ - $1,212(C) $ -
------ ----- --------- ------
Notes:
(A) Acquired form the purchases of Drive Technology, Farris and Sprague.
(B) Acquired form the purchase of Enertech.
(C) Expiration of available capital loss carry forwards.
====== ===== ======== ======= ======
Notes:
(A) Acquired from the purchase of Lau Defense Systems, Peerless Instrument
and Solent & Pratt.
(B) Acquired from the purchase of Farris and Sprague.
Page 28
EXHIBIT INDEX
The following is an index of the exhibits
included in this report or incorporated
herein by reference.
Exhibit
No. Name Page
(2) (i) Asset Purchase and Sale Agreement dated July 23, *
1999 between Teledyne Industries, Inc., Teledyne
Industries Canada Limited and Curtiss-Wright
Corporation (incorporated by reference to Exhibit 2.1
to Registrant's Report on Form 8-K, filed
September 15, 1999).
(2) (ii) Second Amended and Restated Distribution Agreement, *
dated as of August 17, 2001, between the Company
and Unitrin, Inc. (incorporated by reference to
Appendix A to the Registrant's Proxy Statement on
Schedule 14A with respect to the recapitalization
of the Company dated September 5, 2001).
(2) (iii) Second Amended and Restated Agreement and Plan of *
Merger, dated as of August 17, 2001, among the
Company, Unitrin, Inc., and CW Disposition Company
(incorporated by reference to Appendix B to
the Registrant's Proxy Statement on Schedule 14A
with respect to the recapitalization of the
Company dated September 5, 2001).
(2)(iv) 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)
(2)(v) 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 No.
(3)(i) Restated Certificate of Incorporation as amended May 8, 1987 *
(incorporated by reference to Exhibit 3(a) to Registrant's
Form 10-Q Report for the quarter ended June29
Exhibit
No. Name Page
(2)(vi) 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).
(3)(i) Amended and Restated Certificate of Incorporation as *
amended November 29, 2001 (incorporated by reference to
Appendix C-1 to Registrant's Proxy Statement on
Schedule 14A with respect to the recapitalization of
the Company dated September 5, 2001).
(3)(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 Company dated
September 5, 2001).
(4)(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).
(4)(ii) Revolving Credit Agreement dated December 20, 1999 *
between Registrant, the Lenders parties thereto from
time to time, the Issuing Banks referred to therein and
Mellon Bank, N.A., (incorporated by reference to
Exhibit 4(ii) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1999).
Page 30
1987)
Exhibit
No. Name Page
(4)(iii) Short-Term Credit Agreement dated as of December 20, __
1999 between Registrant, the Lender Parties and Mellon
Bank, N.A., as Agent, (incorporated by reference to
Exhibit 4(iii) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1999); First
Amendment to Short-Term Credit Agreement dated as of
December 19, 2000, filed herewith; Second Amendment to
Short-Term Credit Agreement dated as of December 20,
2001, filed herewith.
(4)(iv) Amended and Restated Rights Agreement, dated as of __
November 6, 2000, as amended and restated as of
November 20, 2001, between the Company and Mellon
Investor Services LLC (f/k/a ChaseMellon Shareholder
Services, LLC), as Rights Agent, (incorporated by
reference to Exhibit 4 to the Registrant's
Report on Form 8-K, filed November 20, 2001); Amendment
to Restated Rights Agreement dated February 1, 2002
naming American Stock Transfer & Trust Company as
Rights Agent, filed herewith.
(10) (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).**
(10)(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).**
(10)(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).
Restated Certificate of Incorporation as amended through
April 18, 1997 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997).
(3)(ii) By-laws as amended through April 30, 1999, filed herewith.
(4)(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).
(4)(ii) Revolving Credit Agreement dated December 20, 1999 between
Registrant, the Lenders parties thereto from time to time,
the Issuing Banks referred to therein and Mellon Bank,
N.A., filed herewith.
(4)(iii) Short-Term Credit Agreement dated as of December 20, 1999
Registrant, the Lenders parties thereto from time to time,
the Issuing Banks referred to therein and Mellon Bank,
N.A., filed herewith.
10(i)**
Modified Incentive Compensation Plan, as amended November *
9, 1989 (incorporated by reference to Exhibit 10(a) to
Registrant's Form 10-Q Report for the quarter ended
September 30, 1989)
Page 31
Exhibit
No. Name Page
(10)(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).**
(10)(v) Restated and Amended Curtiss-Wright Corporation *
Retirement Plan as amended through February 28, 2002,
filed herewith.**
(10)(vi) Restated and Amended Curtiss-Wright Corporation Savings *
and Investment Plan dated February 28, 2002, filed
herewith.**
(10)(vii) Curtiss-Wright Corporation 1996 Stock Plan for *
Non-Employees Directors (incorporated by reference to
Exhibit 4.1 to registrant's Form S-8 Registration
Statement No. 96583181, filed June 19, 1996).**
(10)(viii) 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).**
(10)(ix) 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).**
(10)(x) 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).**
(10)(xi) 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).
(10)(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).
(10)(iii)** Standard Severance Agreement with Officers of Curtiss-Wright *
(incorporated by reference to Exhibit 10(iv) to Registrant's
Annual Report on Form 10-K Report for the year ended December
31, 1991).
(10)(iv)** Curtiss-Wright Corporation Retirement Benefits Restoration *
Plan as amended April 15, 1997 (incorporated by reference to
Exhibit 10 to Registrant's Report on Form 10-Q Report for
the quarter ended June 30, 1997).
(10)(v)** Curtiss-Wright Corporation Retirement Plan as amended through *
August 1, 1997(incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1997); Fourth Amendment to the Curtiss-Wright Corporation
Retirement Plan dated October 20, 1997 (incorporated by
reference to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997); Fifth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated January
1, 1998 (incorporated by reference to Registrant's Annua
Report on Form 10-K for the year ended December 31, 1997);
Amendments to Curtiss-Wright Retirement Plan dated April 1,
1998, April 20, 1998, April 30, 1998 and June 30, 1998
(incorporated by reference to Exhibit a(ii) to Registrant's
Quarterly Report for the quarter ended June 30, 1998).
(10)(vi)** Amended Curtiss-Wright Corporation Savings and Investment *
Plan dated March 1, 1995 (incorporated by reference to Exhibit
(10)(vii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
(10)(vii)** 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).
(10)(viii)**Curtiss-Wright Corporation Executive Deferred Compensation *
Plan effective November 18, 1997 (incorporated by reference
to Exhibit 4.1 to Registrant's Form S-8 Registration Statement
No. 96583181, filed June 19, 1996).
(10)(ix)** Standard Severance Protection Agreement dated June 19, 1998 *
between the Registrant and Officers of the Registrant
(incorporated by reference to Exhibit 4.1 to Registrant's
Form S-8 Registration Statement No. 96583181, filed June
19, 1996).
(10)(x)** Trust Agreement approved April 17, 1998 dated as of January *
30, 1998 by and between Registrant and PNC Bank, National
Association (incorporated by reference to Exhibit 10(a)
to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
(13) Annual Report to Stockholders for the year ended December
31, 1999 (only those portions expressly incorporated
herein by reference in this document are deemed "filed.")
Page 32
Exhibit
No. Name Page
(10)(xii) 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).**
(10)(xiii) 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).**
(10)(xiv) Mutual Separation Agreement dated June 26, 2001 between __
Brian D. O'Neill and Registrant, filed herewith.*
(10)(xv) Mutual Separation Agreement dated November 12, 2001 __
between Robert A. Bosi and Registrant, filed herewith.*
(13) Annual Report to Stockholders for the year ended __
December 31, 2001.
(21) Subsidiaries of the Registrant __
(23) Consents of Experts and Counsel - see Consent __
of Independent Accountants
(27) Financial Data Schedule
- ----------------------------------------------------------------------------------------------------------
* Incorporated by reference as noted.
** Management contract or compensatory plan or arrangement.
Page 33
STATEMENT OF DIFFERENCES
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The trademark symbol shall be expressed as ............................... 'TM'
The registered trademark symbol shall be expressed as .................... 'r'