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Page 1 of 47
Exhibit Index - Page 29
FORM 10-KUNITED 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 DECEMBERFor the fiscal year ended December 31, 2001
[ ]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
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(State or other jurisdiction of I.R.S.(I.R.S. Employer Identification No.)
incorporation or organization)
1200 Wall Street West, Lyndhurst,4 Becker Farm Road, Roseland, NJ 07071
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-------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 896-8400(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,stock, par value $1 per share New York Stock Exchange
Class B Common Stock,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 is $625,159,485 (based on the closing priceas of the Registrant's
Common Stock and Class B Common Stock on the New York Stock Exchange on March 5,
2002 of $62.80 and $60.60, respectively).
Indicate theJune 30, 2003, was $630.4 million.
The number of shares outstanding of each of the Registrant's classes of Common
Stock as of the latest practicable date.March 3, 2004:
Class Number of Shares
Class Outstanding at March 5, 2002
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Common Stock,stock, par value $1 per share 6,001,17012,168,282
Class B Common Stock,common stock, par value $1 per share 4,382,1028,764,246
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders of the Registrant for the year
ended December 31, 20012003, are incorporated by reference into Parts I, II, III,
and IV. Portions of the Proxy Statement of the Registrant with respect to the
20022004 Annual Meeting of Stockholders are incorporated by reference into Part III.
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* All directors and executive officers of the Registrant have been excluded from
the amount shown solely because ofin accordance with the definition of the term "affiliate" in
the regulations promulgated pursuant to the Securities Exchange Act of 1934. The
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 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 StockEquity 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.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 14.15. 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 Reports on Form 8-KQualifying Accounts 24
Exhibit Index 25
Page 32
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, investment mix and quality, growth prospects, capital structure, and other
financial terms, (b) statements of plans and objectives of management, (c)
statements of future economic performance, and (d) statements of assumptions,
such as economic conditions underlying other statements. Such forward-looking
information can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should," "anticipates," or the negative
of any of the foregoing or other variations thereon or comparable terminology,
or by discussion of strategy. No assurance can be given that the future results
described by the forward-looking information will be achieved. Such statements
are subject to risks, uncertainties, and other factors, which 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 Company'sCorporation'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 segments.
Introduction
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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, 2001.2003. References in the text to the "Corporation," "Company,"
"Curtiss-Wright""Curtiss-Wright," or the "Registrant" include Curtiss-Wright Corporation and its
consolidated subsidiaries unless the context indicates otherwise. References to
the Company'sCorporation's "Annual Report" are to its 20012003 Annual Report to Stockholders,
which is attached hereto as Exhibit 13.
Page 43
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. The CompanyCorporation reports its operations in three Segments: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.
Page 4
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
Metal Treatment, and Flow Control.
Motion Control
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This segment of the corporation primarily designs, develops, manufactures, and manufacturesmaintains sophisticated,
high-performance mechanical systems,actuation and drive systems, mission-critical
electronic component and electronic controlscontrol systems, and sensors for the aerospace,
defense, and defense industry. Aerospace products offered consistindustrial 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.
Defense 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 electronic control systems and
sensors for the Boeing 737, 747, 757, 767, 777, Airbus A320, A330, and 777 jet airliners,A340
civil air transports, the Lockheed Martin F-16 Falcon fighter jet, the Boeing
F/A-18 fighter jet, the F-22F/A-22 Raptor fighter jointly developed
by Lockheed Martin and Boeing,jet, the Bell Boeing V-22 Osprey,
and the Sikorsky Black Hawk and Seahawk helicopters. Motion ControlThe motion control segment
is also developing flight control actuators for the Engineering and
Manufacturing Development (EMD) phase of Lockheed Martin's F-35 Joint Strike Fighter
(JSF) program. The JSF is the next
generationnext-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.
Page 5
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 this segment,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 segmentdivision provides these services from
facilities in Gastonia, North Carolina;Carolina, Miami, Florida; Karup, Denmark;Florida, and a marketing and
distribution facility in Singapore.
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 Controlmechanical systems division primarily markets its aerospace products using a
direct sales force. These products are sold in competition with a number of
other suppliers, mostsome of whichwhom have broader product lines and greater financial,
technical, and human resources. CompetitionThe competitive environment for this division is
primarilyfocused on a short list of players with recent strategic trends at the basisprime
contractor level resulting in a smaller market of engineeringvertically integrated
suppliers, with the prime contractors specializing in integration and final
assembly. Price, technical capability, qualityperformance, service, and price and is focused"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 segment'sdivision'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 uponproviders with a focus on quality,
delivery, and price. Marketing for overhaul and repair services is accomplished
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through independent sales representatives and by direct sales employees.
In 1999The sensors and 2000, the Corporation consolidated its aerospace manufacturingdrives division designs, manufactures 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 ofdistributes
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 segment'sdivision'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,Additionally, the Company acquired Lau Defense Systemssensors 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 ("LDS"LVDTs") based,
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 Littleton, MassachusettsNorth America.
Competition with the sensor and Vista Controls ("Vista") locateddrives division, especially in Santa
Clarita, California. Collectively the acquired companies design, developaerospace
market, is increasingly being driven by price concerns. The ability to service
the customer with superior performance and manufacturequality 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. ProductsMission-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. They provide electronic subsystems for
theThese products are used on 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 inpart of the
U.S. Army's modernization and transformation efforts. TheyThe electronics division
also provideprovides the mission management, and flight control computers, and the sensor
management units used on the U.S. Air Force Global Hawk, a high-altitude and
high endurancehigh-endurance unmanned aerial vehicle. In February 2002,This division's products are
manufactured at the Corporation signedVista 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 leader insupplier 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 LDSVista. The motion control
Page 6
segment also has a license to manufacture and Vista.
LDSdistribute a Quick Reaction
Perimeter Intrusion Detection (QUPID) device, which is a unique volumetric
sensor, featuring low power and Vista sell their products primarilylow 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 contractors and subsystem suppliers, both directlysecond
tier defense and throughaerospace 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 networklesser focus on price.
On January 31, 2004, the segment acquired the outstanding shares of independent sales
representatives. The addition of these companies providesDy 4
Systems, Inc. ("Dy 4"). Dy 4 has a North American base
of operationssignificant presence in ruggedized, embedded
computing solutions for our groundthe defense vehicle business, while offering
opportunities to market and sell additionalaerospace industries. Using COTS
products, Dy 4 customizes the products to our existing aerospace
customers.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 2000,accounted
for 11%, 15%, and 1999 were
$44.2 million, $41.6 million,32%, respectively, of total segment revenue, or 4%, 7%, and
$42.9 million, respectively.13% of the Corporation's consolidated revenue. The loss of the Boeing Company as
a customer would have a material adverse effect on thisthe motion control segment.
The U.S. Government direct and end use sales of this segment in 2003, 2002, and
2001, 2000,accounted for 56%, 49%, and 1999 were $35.8 million, $21.2 million, and $17.4 million, respectively. The26%, respectively, of total segment sales.
Although the loss of this business would also have a material adverse affect on
this segment.
Page 7
The backlog ofsegment, no single prime contractor to the U.S. Government through which
this segment asis a subcontractor provided greater than 10% of Januarythe motion control
segment revenue during any of the last three years.
Backlog for this segment at December 31, 20022003, was $165.2$186.3 million, asof which 17%
will be shipped after one year, compared with $123.2$173.2 million as of Januaryat December 31, 2001. Of the January 31, 2002
backlog, approximately 59% is expected to be shipped during
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
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This segment of Curtiss-Wright provides approximately 50 metal-treatingmetal treatment services, with its
principal services being "shot-peening"shot peening and "heat-treating."
"Shot-peening"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. "Heat-treating"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 forto a broad spectrum of customers in various
industries, including aerospace, automotive, construction equipment, oil petrochemical,and
gas, and metal working,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.
Page 7
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 industries.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 4253 facilities located in the United States, Canada, England,
France, Germany, Sweden, 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 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 greater 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 JanuaryDecember 31, 20022003, was $1.1$1.4 million, as
compared with $1.2 million asall of
January 31, 2001. All of such backlogwhich is expected to be shippedrecognized in the first quarter of 2004, compared with
$1.0 million as of December 31, 2002. TheDue to the nature of the metal treatment
services ofprovided by this segment, it operates with a very limited backlog of
orders and services that are sold with very modest lead times and accordingly,provided primarily on newly manufactured parts.
Thus, the backlog of this segment is not indicative of future sales.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. BAE Airbus UK accounted for 13%There are no
significant working capital requirements outside of total sales in 2001,
however no singlenormal industry accounts
receivable and inventory turnover. The segment's largest customer accounted for
10% or more8%, 5%, and 13% of totalsegment sales during 2003, 2002, and 2001, respectively.
Although the active customer base is in 2000 and
1999. Theexcess 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
active customer base numbersdevelopment 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 excessadvance of 5,000.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
Page 8
Flow Control
- ------------
This segment consistsrequirements are not met in the developmental phases of six operating divisions that design, manufacture,
distribute, and servicethe contract, then the
follow-on production phase may not be realized. Upon termination, other than for
a broad range of highly engineered flow control productscontractor's default, the contractor normally is entitled to reimbursement for
severe service military and commercial applications.
At its facility located in East Farmingdale, New York, this 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 gasesallowable costs, but not necessarily all costs, and to provide safety reliefan 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 high-pressure applications.
This division also supplies actuators and controllersdefense industry
These reductions may or may not have an effect on the Corporation's programs;
however, in the event expenditures for its own valves as well
as for valvesproducts of the type manufactured by its competitors.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 primary customers for these
valves areCorporation's contracts with the U.S. Navy, which uses them in nuclear propulsion systems, and
owners and operatorsGovernment or a prime contractor of commercial power utilities who use them in new and
existing nuclear and fossil fuel power plants. All new nuclear plants are
outside
the U.S. Government ("U.S. Government Contracts") are for varying fixed terms,
and recent sales for such plants have been in Korea and Taiwan.
Sales are madethere can be no assurance that a renewal or follow-on contract will be
awarded to the Corporation by responding directly to requests for proposals from customers.
The production of valves for the U.S. Navy andGovernment or the prime contractor upon
the expiration of any such contract. The Corporation's U.S. Government Contracts
account for new power plants is
characterized by long lead times from order placement to delivery.
Through its Enertech operation, the segment also designs, manufactures, and
distributes additional flow control products for sale into global commercial
nuclear power markets 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 segment
provides training, on-site services, staff augmentation and engineering programs
relating to nuclear power plants. The segment also provides hydraulic power
units and components primarily for the automotive and entertainment industries.
Through its Farris Engineering ("Farris") operation, the segment is onea significant portion of the world's leading manufacturersCorporation's revenues. The loss of
spring-loaded and pilot operated
pressure-relief valves forrevenue resulting from 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.
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 isfailure to obtain 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
from a large number of domestic and foreign sources. Competition occurs on the
basis of price, technical expertise, delivery, contractual terms, previous
installation history and reputation for quality. Delivery speed and the
proximity of service centers are importantrenewal or follow-on contract
with respect to after-market
products. Salesany 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 users are accomplished through independentaerospace 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 representatives and by direct sales employees.
The backlogprofitability of this segment asand could adversely affect the
revenue of January 31, 2002 was $81.4 million as
compared with $52.6 million asthe Corporation. The long-term effects of January 31, 2001. Of the January 31, 2002
backlog, approximately 70% is expected to be shipped during 2002. Approximately
49% of this segment's backlog is comprised of orders withSeptember 11 attacks on
the Corporation are unknown. These attacks and the U.S. Navy through
its prime contractor,Government's continued
efforts against terrorist organizations may lead to additional armed hostilities
or to further acts of terrorism and civil disturbance in the Plant Apparatus Division of Bechtel Plant Machinery,
Inc., ("Bechtel") a unit of Bechtel Group, Inc. Sales by this segmentU.S. or elsewhere,
which may further contribute to Bechtel
accounted for 22%economic instability and 19% of total segment sales in 2001 and 2000, respectively.
The loss of this customer wouldcould have a material
adverse effect on the businessCorporation's businesses, financial condition, and results
of this segment. Noneoperations.
Reliance on suppliers
The Corporation's manufacturing process for its products often consists of the
businessassembly of this segment is seasonal. Rawpurchased components and testing of the product at various stages in
the assembly process.
Although materials and purchased components generally are generally available in adequate quantities from a
number of suppliers.
Other Information
- -----------------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
- ----------------
From 1999 to 2001, the Company'sThe Corporation's direct sales to the U.S. Government and sales for U.S.
Government and foreign government end use aggregated
approximately 20%represented 46%, 41%, and 25% of
consolidated sales.revenue during 2003, 2002, and 2001, respectively. U.S. Government
sales, both direct and subcontract,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 valvesprograms 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, they arethe U.S.
government has either title to, or a secured by a
Page 10
lieninterest in, favor of the government on the materials and work
in process allocable or chargeable to the respective contracts. (See Notes 1.C,1.F,
5, and 6 and 7 to the Consolidated Financial Statements, on pages 3049, 57, and 3557,
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 valvemotion
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
$4,383,000$22.1 million in 20012003 as compared with $3,443,000$11.6 million in 20002002 and $2,801,000$4.4 million in
1999.2001. 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.I1.M and 1315 to the
Consolidated Financial Statements which appear on pages 3150 and 39,64, respectively,
of the Registrant's Annual Report, and iswhich notes are incorporated by reference in
this Annual Report on Form 10-K.
Employees
- ---------
At the end of 2001,2003 the Corporation had 2,6254,655 employees, 1491,019 of which were
represented by labor unions and are covered by collective bargaining agreements.
Certain Financial Information
- -----------------------------
The industry segmentFinancial information about the Corporation's segments is describedpresented in Note 1618
to the Consolidated Financial Statements, which appears on pages 41 to 4369 and 70 of
the Registrant's Annual Report, andwhich note is incorporated by reference in this
Annual Report on Form 10-K. In 2001, 2000,2003, 2002, and 1999,2001, foreign operations of the
Corporation generated 17.8%20%, 26.4%23%, and 25.6%18%, respectively, of the Corporation's
pre-tax earnings. The CompanyCorporation does not regard the risks associated with
these foreign operations to be materially greater than those applicable to its
businessbusinesses in the U.S.
Page 1113
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:
Owned/
Location Description(1) Leased Principal UseDescription Segment Total Sq. Ft. Owned(1)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Cheswick, Pennsylvania Manufacturing Flow Control 630,000
East Farmingdale, 215,000 sq. ft. Owned(2)Manufacturing Flow Control 215,000
New York on 11 acresYork(2)
Chester, Wales 175,666 sq. ft. Owned Metal Treatment Services - Shot Metal Treatment 200,000
United Kingdom Peening
Shelby, 145,440 sq. ft. OwnedManufacturing Motion Control 137,000
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
Page 12
The aggregate remaining properties leased and owned, by business segment, are as
follows:
Owned/
Location Description(1) Leased Principal UseSegment Description Total Sq. Ft. Owned(1) Total Sq. Ft. Leased(1)
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Neuhausen am, 52,000 sq. ft. within LeasedMetal Treatment Metal treatment service and other 777,000 770,000
facilities and administrative offices
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. LeasedManufacturing, aerospace component 139,000 492,000
overhaul, engineering, and other
facilities
Flow Control on 1.76 acres
Lafayette, Louisiana 30,000 sq. ft. Owned Metal Treatment
Wichita, Kansas 30,000 sq. ft Leased Metal TreatmentManufacturing, 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, in connection with the
issuance of an industrial revenue bond, holds title tohas a Uniform Commercial Code lien on
approximately six acres of land and the building located thereon.
In addition tothereon 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 the Corporation leases an
aggregate of approximately 318,000 square feet of space at twenty-five different
locations in the United States, England and Germany and owns buildings
encompassing about 305,000 square feet in sixteen different locations in the
United States, France, Germany, Belgium and England. None of these propertiesare individually is material to the
Company'sCorporation's business.
Page 13
The Corporation leases approximately 14,000 square feet of 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. 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 being held for sale and the Company
continuescurrently under a sales contract, which is anticipated
to review third party proposals to purchase the Fairfield Property. On
December 20, 2001close during 2004. In September 2002 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 1387.4 acres of land.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 Corporation also owns approximately 7.4business complex comprised 2.3 million square
feet of rental space situated on 138 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.
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.
- ------------------------------------------------------------
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.Not applicable.
PART II
Item 5. Market for the Registrant's Common StockEquity 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"Listing," which information is incorporated herein by reference. The
approximate total number of record holders of the Common Stock,stock, $1.00 par value,
and the Class B Common Stock,common stock, $1.00 par value, of the Registrant was 9,7897,737 as of
March 5, 2002.
Page 14
3, 2004.
Item 6. Selected Financial Data.
- --------------------------------
See the information contained in the Registrant's Annual Report on page 1930 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 2031
through 24,41, 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 24,42,
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, 2000, and 1999, page 26.45.
Consolidated Balance Sheets at December 31, 20012003 and 2000,2002, page 27.46.
Consolidated Statements of Cash Flows for the years ended December 31, 2003,
2002, and 2001, 2000, and 1999, page 28.47.
Consolidated Statements of Stockholders' Equity for the years ended December 31,
2003, 2002, and 2001, 2000, and 1999, page 29.48.
Notes to Consolidated Financial Statements, pages 3049 through 44,71, inclusive, and
Quarterly Results of Operations, page 19.30.
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, 2000, and 1999, page 25.44.
Page 15
Item 9. Changes in and Disagreements with Accountants Onon Accounting and
Financial Disclosure.
- -----------------------------------------------------
Not applicable.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 20022004 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
Name and Employment Age
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Martin R. Benante Chairman of the Board of Directors 49
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
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 Executive Vice President since May 2001; 61
President, 63
Curtiss-Wright Flight Systems,Controls, Inc., a wholly-owned subsidiary,
since April 1998; Executive Vice President for Aerospace
Operations of Curtiss-Wright Flight
Systems,Controls, Inc. from April 1997
to April 1998; Senior Vice President from July 1996 to April
1997 of Curtiss-Wright Flight Systems,Controls, Inc.; Vice President and
General Manager of Curtiss-
Wright Flight Systems/Curtiss-Wright Controls/Shelby, Inc.,
then a wholly ownedwholly-owned subsidiary, since 1985.
Joseph Napoleon ExecutiveEdward Bloom Vice President since May 2001; 55June 2002; President Curtiss-Wright Flow Control
Corporation,of Metal 62
Improvement Company, Inc., a wholly-owned subsidiary, since
August 1999;June 2002; formerly Executive Vice President and General
Manager of Curtiss-Wright Flow Control
CorporationMetal
Improvement Company, Inc. from April 1999 to August 1999;
Vice President, Curtiss-Wright Flow Control
Corporation from OctoberDecember 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. 54June 2002
Glenn E. Tynan Vice President of Finance and Chief Financial Officer since 45
June 2002; Controller sincefrom June 2000; 432000 to May 2002; Vice
President and Corporate Controller of the Movado Group until Mayfrom
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 annually by the Board of Directors
at its annual organizational meeting in April and hold office until the organizationalorganization
meeting in the next subsequent year andor until theira respective successors aresuccessor is 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.
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.
- -------------------------------------------------
SeeManagement and Related Stockholder Matters.
Information required by this Item is contained in Note 14 to the following portionsConsolidated
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 14.15. 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, 2000, and 1999
Page 18
page 45.
(ii) Consolidated Balance Sheets at December 31, 20012003 and 20002002, page 46.
Page 17
(iii) Consolidated Statements of Cash Flows for the years ended December
31, 2003, 2002, and 2001, 2000, and 1999page 47.
(iv) Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2003, 2002, and 2001, 2000, and 1999page 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, 2000, and 1999page 44.
(a)(2) Financial Statement Schedules:Schedule:
The items listed below are presented herein on pages 2724 and 2825 of this Form
10-K.10-K:
(i) Independent Auditors' Report on Financial Statement Schedule as of and
for the year ended December 31, 2003
(ii) Report of Independent AccountantsAuditors 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 EventEvents
See the information contained in the Registrant's Annual Report on page 2441
under the caption "Recent Development" and on page 4471 under the caption
"Subsequent Events"Event", 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 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 CompanyCorporation and
Page 19
Unitrin, Inc. (incorporated by
reference to Appendix A to the Registrant's Proxy Statement Schedule
on Schedule 14A with respect to the recapitalization of the CompanyCorporation dated
September 5, 2001).
(2)(iii)(ii) Second Amended and Restated Agreement and Plan of Merger, dated as of
August 17, 2001, among the Company,Corporation, Unitrin, Inc., and CW
Disposition Company (incorporated by reference to Appendix B to the
Registrant's Proxy Statement Schedule on
Schedule 14A with respect to the
recapitalization of the CompanyCorporation dated September 5, 2001).
(2)(iv)(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.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)(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).
(2)(vi)Page 18
(v) Addendum to Real Estate Sale Andand 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
(3)(i) Restated Certificate of Incorporation as amended November 29,
2001May 23, 2004
(incorporated by reference to Appendix C-1Exhibit 3 to Registrant's Proxy StatementQuarterly
Report on Schedule 14A with respect toForm 10-Q for the recapitalization of the Company dated September 5, 2001)quarter ended June 30, 2003).
(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 CompanyCorporation 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-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, 1999May 13, 2002, between Registrant, the
Lenders parties thereto from time to time, the Issuing Banks referred
to therein, and MellonThe Bank N.A.,of Nova Scotia (incorporated by reference to
Exhibit 4(ii)4.1 to Registrant's AnnualQuarterly Report on Form 10-K10-Q for the
yearQuarter ended DecemberMarch 31, 1999)2002).
(4)(iii) Short-Term Credit Agreement, dated as of December 20,
1999amended May 1, 2003, between
Registrant, the Lender PartiesLenders parties thereto from time to time, the Issuing
Banks referred to therein, and MellonThe Bank N.A., as Agent,of Nova Scotia (incorporated
by reference to Exhibit 4(iii)4.2 to Registrant's AnnualQuarterly Report on
Form 10-K10-Q for the yearQuarter ended DecemberMarch 31, 1999); First Amendment2002; and Exhibit 4 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)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
CompanyCorporation 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 herewith.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 2119
(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 filed herewith.*(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 filed herewith.(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). *
(vii)(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).*
(viii)(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).*
(ix)(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).*
Page 22
(x)(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).*
(xi)(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).*
(xii)(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).*
(xiii)(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).*
(xiv)(xv) Mutual Separation Agreement dated June 26, 2001, between Brian D.
O'Neill and Registrant filed herewith.(incorporated by reference to Exhibit
(10)(xiv) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001). *
(xv)(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, 2001.2003.
(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
- see(i) Independent Auditors' Consent
(ii) Consent of Independent Accountants.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
Page 23
(b) Reports on Form 8-K
(i) On November 20, 2001March 26, 2003, the CompanyCorporation filed a report on Form 8-K
reporting under Item 4 a Change in the adoption by the Board of Directors of
amendments to the Company's stockholders rights plan.Registrant's Certifying
Accountants.
(ii) On November 29, 2001,September 4, 2003, the CompanyCorporation filed a report on Form 8-K under
Item 9 announcing the consummation of the recapitalization of the
Company facilitating a plan of Unitrin,that management provided an investors presentation
at an investor's conference sponsored by Gabelli Asset Management,
Inc. to spin off to
its stockholders all of its equity position in the Company.
(iii) On January 4, 2002,October 3, 2003, the CompanyCorporation filed a report on Form 8-K reportingunder
Item 5, announcing the December 20, 2001 sale of $200 Million in Senior Guaranteed
Notes.
(iv) On December 2, 2003, the Registrant's
Wood-Ridge Industrial Complex located in Wood-Ridge, New
Jersey.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 2421
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, 20029, 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 15, 20029, 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 15, 2002 By: /s/ Gary J. Benschip
------------------------------
Gary J. Benschip
Treasurer
Date: March 15, 20029, 2004 By: /s/ Martin R. Benante
-----------------------------------------------------------
Martin R. Benante
Director
Date: March 15, 20029, 2004 By: /s/ James B. Busey ------------------------------IV
-----------------------------
James B. Busey IV
Director
Date: March 15, 20029, 2004 By: /s/ S. Marce Fuller
-----------------------------------------------------------
S. Marce Fuller
Director
Page 25
Date: March 15, 20029, 2004 By: /s/ David Lasky
-----------------------------------------------------------
David Lasky
Director
Date: March 15, 20029, 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 15, 20029, 2004 By: /s/ John R. Myers
------------------------------------------------------------
John R. Myers
Director
Date: March 15, 20029, 2004 By: /s/ William W. Sihler
-----------------------------------------------------------
William W. Sihler
Director
Date: March 15, 20029, 2004 By: /s/ J. McLain Stewart
-----------------------------------------------------------
J. McLain Stewart
Director
Page 2622
PRICEWATERHOUSECOOPERS LLP [LOGO]
PricewaterhouseCoopers LLP
400 Campus Drive
P.O. Box 988
Florham Park, NJ 07932
Telephone (973) 236 4000
Facsimile (973) 236 5000INDEPENDENT AUDITORS' REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors Ofand 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 February 1, 2002, except for Note 18 as to which the date is February, 22,
2002,March 12, 2003, appearing in the 20012003 Annual Report to ShareholdersStockholders 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 14(a)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
February 1, 2002, except for Note 18 as to which
the date is February 22, 2002.March 12, 2003
Page 2723
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 2001, 2000,2003, 2002, and 19992001
(In thousands)
Additions
-----------------------------------------------------------------------
Balance at Charged to Charged to Balance at
toBeginning Costs and Other
Beginning and Accounts Deductions Balance at End of
Description of Period Expenses Describe Describe of(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: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
$2,659- ----------------------------
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(A) $ 1,951 $2,117
====== ===== ========527(F) 1,631(H) 2,808
------- ------ --- ------ -------
Total $13,974 $2,739 $2,368 $1,889 $17,192
======= ====== Year-ended December 31, 2000 $3,230 $ 803 $ -0- $ 1,374 $2,659
====== ===== ======== ======= ====== Year-ended December 31, 1999 $1,910 $ 970 $ 733(B) $ 383 $3,230
====== ===== ======== ======= ======
Certain prior year information has been reclassified to conform to current
presentation
Notes:
(A) AcquiredIncludes 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.
(B) Acquired from(G) Deductions relate to the purchasewrite-off of Farris and Sprague.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 2824
(J) 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)
(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
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)(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).
Page* #
(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,
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).*2001). *
Page#
(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,
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).*1998). *
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#
(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.
- --------------------------------------------------------------------------------
* Incorporated by reference as noted.
** Management contract or compensatory plan or arrangement.
# Incorporated by reference as noted.
Page 3328
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as................................. 'SS'
The trademark symbol shall be expressed as ...............................as............................... 'TM'
The registered trademark symbol shall be expressed as .................... 'r'