Page 1 of 26
Exhibit Index - Page 24
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] 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. Employer Identification No.)
incorporation or organization)
1200 Wall Street West, Lyndhurst, NJ 07071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 896-8400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $1 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates* of the
Registrant is $ 189,454,831.00 (based on the closing price of the Registrant's
Common Stock on the New York Stock Exchange on March 2, 2000 of $39.125).
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.
Number of Shares
Class Outstanding at March 2, 2000
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Common Stock, par value $1 per share 10,046,869
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of the Registrant to stockholders for the year
ended December 31, 1999 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 2000
Annual Meeting of Stockholders are incorporated by reference into Part III.
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* Shares held by Unitrin, Inc. and Argonaut Group, Inc. have been excluded from
the amount shown solely because of the definition of the term "affiliate" in the
regulations promulgated pursuant to the Securities Exchange Act of 1934. Also,
for purposes of this computation, all directors and executive officers of
Registrant have been deemed to be affiliates, but the Registrant disclaims that
any of such directors or officers is an affiliate. See material referred to
under Item 12, below.
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 Report include, without limitation, those
contained in (a) Item 1. Business, (b) Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations and (c) the Notes to
the Consolidated Financial Statements including, without limitation, the
Environmental Matters Note. Important factors that could cause the actual
results to differ materially from those in these forward-looking statements
include, among other items, (i) a reduction in anticipated orders; (ii) an
economic downturn; (iii) unanticipated environmental remediation expenses or
claims; (iv) changes in the need for additional machinery and equipment and/or
in the cost for the expansion of the Corporation's operations; (v) changes in
the competitive marketplace and/or customer requirements; (vi) an inability to
perform customer contracts at anticipated cost levels and (vii) other factors
that generally affect the business of companies operating in the Corporation's
Segments.
Introduction
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Pursuant to the Securities Exchange Act of 1934, the Registrant,
Curtiss-Wright Corporation hereby files its Form 10-K Annual Report for the
fiscal year ended December 31, 1999. References in the text to the
"Corporation," "Company," "Curtiss-Wright" or the "Registrant" include
Curtiss-Wright Corporation and its consolidated subsidiaries unless the context
indicates otherwise. References to the Company's "Annual Report" are to its 1999
Annual Report to Stockholders, which is attached hereto as Exhibit 13.
PART I
Item 1. Business.
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Curtiss-Wright Corporation was incorporated in 1929 under the laws of the
State of Delaware. During 1998, the Company adopted the Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information." (SFAS No. 131). Consistent with the requirements of SFAS
No. 131, the Company now reports its operations in three Segments: Motion
Control (formerly known as "Actuation and Control Products & Services Segment"),
Metal Treatment (formerly known as "Precision Manufacturing Products & Services
Segment"), and Flow Control (formerly known as "Flow Control Products &
Services").
Motion Control
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The Corporation designs, develops and manufactures flight control actuation
systems and components for the aerospace industry. Manufactured products offered
consist of electro-mechanical and hydro-mechanical actuation components and
systems, which are designed to position aircraft control surfaces, or to operate
canopies, cargo doors, weapons bay doors or other devices used on aircraft. They
include actuators and control systems for the Boeing 737, 747, 757, 767 and 777
jet airliners, the Lockheed Martin F-16 Falcon fighter, the Boeing F/A-18
fighter, the F-22 Raptor fighter jointly developed by Lockheed Martin and
Boeing, the Bell Boeing V-22 Osprey, and the Sikorsky Black Hawk and Seahawk
helicopters. The Corporation also is developing wing flap actuators for business
jet and small cargo aircraft. During 1999, the Corporation consolidated certain
operations, relocating substantially all of its manufacturing from the
Corporation's Fairfield, New Jersey facility into its Shelby, North Carolina
facility. Accordingly, these operations are mainly conducted from the
Corporation's facility in Shelby, North Carolina.
With the acquisition on December 31, 1998 of SIG Antriebstechnik AG*, the
Company also offers electro-mechanical and electro-hydraulic actuation
components and systems including electronic controls to the military tracked and
wheeled vehicle, high speed railroad train, and commercial marine propulsion
markets. These products which are designed and manufactured at the Corporation's
facility in Neuhausen am Rheinfall, Switzerland, primarily consist of drives and
suspension systems for armored military vehicles sold to defense equipment
manufacturers, and tilting systems for high speed railway car applications, in
each case to overseas markets.
The actuation and control products and services of this Segment are
marketed directly to customers by employees of the Corporation. These products
are sold in competition with a number of other system suppliers, most of which
have broader product lines and financial, technical, and human resources greater
than those of the Company. Competition is primarily on the basis of engineering
capability, quality and price and is directed to the placement of systems to
perform control and actuation functions on the limited number of new production
programs.
As a related service within this Segment, Curtiss-Wright also provides
commercial airlines, the military and general aviation customers with component
overhaul and repair services. The Corporation overhauls a variety of hydraulic,
pneumatic, mechanical, electro-mechanical, electrical and electronic components
found on Boeing, Lockheed Martin, Airbus and other aircraft. The Corporation
provides these services from facilities in Gastonia, North Carolina, Miami,
Florida, Karup, Denmark, and a marketing and distribution facility in Singapore.
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* Merged into Curtiss-Wright Antriebstechnik GmbH (Curtiss-Wright Drive
Technology) effective March 19, 1999.
This Segment's overhaul services are sold in competition with a number of
other overhaul and repair providers. Competition in the overhaul business is
based upon quality, delivery and price. Marketing is accomplished through sales
representatives and by direct sales.
The Company 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. The primary use for this tool is the
extrication of automobile accident victims.
Sales by this Segment to the Boeing Company in 1999, 1998, and 1997 were
$42.9, $39.3, and $32.0 million, respectively. The loss of the Boeing Company as
a customer would have a material adverse affect on this Segment. U.S. Government
direct and end use sales of this Segment in 1999, 1998 and 1997 were $17.4,
$19.7, and $20.1 million, respectively. The loss of this business would have a
material adverse effect on this Segment.
The backlog of this Segment as of January 31, 2000 was $164.4 million as
compared with $143.0 million as of January 31, 1999. Of the January 31, 2000
amount, approximately 52% is expected to be shipped during 2000. None of the
business of this Segment is seasonal. Raw materials are generally available in
adequate quantities from a number of suppliers.
Metal Treatment
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Curtiss-Wright provides approximately 50 metal-treating services in this
Segment, with its principal services being "shot peening" and "heat treating."
"Shot peening" is the process by which durability of metal parts are improved by
the bombardment of the part's surface with spherical media such as steel shot,
ceramic or glass beads to compress the outer layer of the metal. "Heat treating"
is a metallurgical process of subjecting metal objects to heat and/or cold or
otherwise subsequently treating the material to change the physical and/or
chemical characteristics or properties of the material. An overview of the metal
treating services is provided on page 7 in the Company's Annual Report, such
description being incorporated by reference in this Form 10-K. These processes
are used principally to improve the service life, strength and durability of
metal parts. They are also used to form curvatures in metal panels, which are
assembled as wingskins of commercial and military planes, and to manufacture
valve reeds used in compressors. The Corporation provides these services for a
broad spectrum of customers in various industries, including aerospace,
automotive, construction equipment, oil, petrochemical, metal working, and other
industries. Operations are conducted from 37 facilities located in the United
States, Canada, England, France, Germany, and Belgium.
The services and products of this Segment are marketed directly by
employees of the Company. Although numerous companies compete with the Company
in this field, and many customers for the services provided have the resources
to perform such services themselves, Curtiss-Wright believes that its greater
technical know-how and superior quality provide it with a competitive advantage.
The Corporation also competes on the basis of quality, service and price.
The backlog of this Segment as of January 31, 2000 was $1.2 million, as
compared with $1.4 million as of January 31, 1999. All of such backlog is
expected to be shipped in the first quarter of 2000. 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. No single customer accounted for 10%
or more of total sales in 1999, 1998 and 1997 and the active customer base
numbers in excess of 5,000.
Flow Control
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At its facility located in East Farmingdale, New York, the Corporation
designs, manufactures, refurbishes and tests highly engineered valves of various
types and sizes, such as motor operated and solenoid operated globe, gate,
control and safety relief valves. These valves are used to control the flow of
liquids and gases and to provide safety relief in high-pressure applications. It
also supplies actuators and controllers for its own valves as well as for valves
manufactured by others. The primary customers for these valves are the U.S.
Navy, which uses them in nuclear propulsion systems, and owners and operators of
commercial power utilities who use them in new and existing nuclear and fossil
fuel power plants. All of the new nuclear plants are outside the U.S. and recent
sales for such plants have been to Korea and Taiwan. Sales are made by
responding directly to requests for proposals from customers. The production of
valves for the U.S. Navy and for new power plants is characterized by long lead
times from order placement to delivery.
Through its Enertech operation, the Company also designs, manufactures and
distributes additional flow control products for sale into global commercial
nuclear power markets, and it also distributes products made by others from its
facility in Brea, California. Enertech's product lines include: snubbers,
advanced valves, valve actuators, test and diagnostic equipment, as well as
related diagnostic services. In addition, the Company now provides training,
on-site services, staff augmentation and engineering programs relating to
nuclear power plants. The Company also provides hydraulic power units and
components primarily for the automotive and entertainment industries.
In August 1999, the Company further expanded its product lines and
distribution base through the acquisitions of Farris Engineering ("Farris") and
Sprague Products ("Sprague"), two former business units of Teledyne Fluid
Systems, Inc. As a result of acquiring Farris, one of the world's leading
manufacturers of spring-loaded and pilot operated pressure-relief valves, the
Company expanded its customer base into the processing industries. Farris'
primary customers are refineries, petrochemical/chemical plants and
pharmaceutical manufacturing facilities. Farris products are manufactured in
Brecksville, Ohio and Brantford, Ontario. A service and distribution center is
located in Edmonton, Alberta. Sprague, 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
directional control valves for truck transmissions and car transport carriers.
Strong competition in flow control products and services is encountered
primarily from a large number of domestic and foreign sources in the commercial
market. Sales to commercial users are accomplished through independent marketing
representatives and by direct sales. These products and services are sold to
customers who are sophisticated and demanding. Performance, quality, technology,
delivery and price are the principal areas of competition.
The backlog of this Segment as of January 31, 2000 was $67.3 million as
compared with $55.2 million as of January 31, 1999. Of the January 31, 2000
amount, approximately 47% is expected to be shipped during 2000. Approximately
25% of this Segment's backlog is composed of orders with the U.S. Navy through
its prime contractor, the Plant Apparatus Division of Bechtel National, Inc. a
unit of Bechtel Group, Inc. The loss of this customer would have a significant
adverse impact on the business of this Segment.
None of the business of this Segment is seasonal. Raw materials are
generally available in adequate quantities from a number of suppliers.
Other Information
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Government Sales
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In 1999, 1998 and 1997, direct sales to the United States Government and
sales for United States Government end use aggregated approximately 17%, 17% and
20% respectively, of total sales for all Segments. United States Government
sales, both direct and subcontract, are generally made under one of the standard
types of government contracts, including fixed price and fixed
price-redeterminable.
In accordance with normal practice in the case of United States 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 done, consistent with regulations of the United States
Government. Subcontracts for Navy nuclear valves usually provide that
Curtiss-Wright must absorb most of any overrun of "target" costs. In the event
that there is a cost underrun, however, the customer is to recoup a portion of
the underrun based upon a formula in which the customer's portion increases as
the underrun exceeds certain established levels.
It is the policy of the Corporation to seek customary progress payments on
certain of its contracts. Where such payments are obtained by the Corporation
under United States Government prime contracts or subcontracts, they are secured
by a lien in favor of the Government on the materials and work in process
allocable or chargeable to the respective contracts. (See Notes 1.C, 4 and 5 to
the Consolidated Financial Statements, on pages 23, 26 and 27 of the Annual
Report, which notes are incorporated by reference in this Form 10-K Annual
Report.) In the case of most valve products for United States Government end
use, the subcontracts typically provide for the retention by the customer of
stipulated percentages of the contract price, pending completion of contract
closeout conditions.
Research and Development
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Research and development expenditures sponsored by the Corporation amounted
to $2,801,000 in 1999 as compared with $1,346,000 in 1998 and $1,877,000 in
1997. The Corporation owns and is licensed under a number of United States and
foreign patents and patent applications, which have been obtained or filed over
a period of years. Curtiss-Wright does not consider that the successful conduct
of its business is materially dependent upon the protection of any one or more
of these patents, patent applications or patent license agreements under which
it now operates.
Environmental Protection
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The effect of compliance upon the Corporation with present legal
requirements concerning protection of the environment is described in the
material in Notes 1.H and 11 to the Consolidated Financial Statements which
appears on pages 24 and 31 of the Registrant's Annual Report and is incorporated
by reference in this Form 10-K Annual Report.
Employees
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At the end of 1999, the Corporation had 2,267 employees, 172 of which were
represented by labor unions and are covered by collective bargaining agreements.
Certain Financial Information
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The industry segment information is described in the material in Note 14 to
the Consolidated Financial Statements, which appears on pages 33 to 35 of the
Registrant's Annual Report, and is incorporated by reference in this Form 10-K
Annual Report. It should be noted that in recent years a significant percentage
of the pre-tax earnings from operations of the Corporation have been derived
from foreign operations. The Company does not regard the risks attendant to
these foreign operations to be materially greater than those applicable to its
business in the U.S.
Item 2. Properties.
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The principal physical properties of the Corporation and its subsidiaries
are described below:
Owned/
Location Description(1) Leased Principal Use
East Farmingdale, 215,000 sq. ft. Owned(2) Flow Control
New York on 11 acres
Chester, Wales 175,666 sq. ft. Leased Metal Treatment
United Kingdom
Shelby, 137,440 sq. ft. Owned Motion Control
North Carolina on 29 acres
Brampton, 87,000 sq. ft. on Owned Metal Treatment
Ontario, Canada 8 acres
Deeside, Wales 81,000 sq. ft. Owned Metal Treatment
United Kingdom on 2.2 acres
Columbus, Ohio 75,000 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
Gastonia, 52,860 sq. ft. Owned Motion Control
North Carolina on 7.5 acres
Pine Brook, 45,000 sq. ft. within Leased Motion Control
New Jersey a business complex
Neuhausen am, 40,100 sq. ft. within Leased Motion Control
Rheinfall a business complex
Switzerland
York, 32,396 sq. ft. Owned Metal Treatment
Pennsylvania on 3.6 acres
Brea, California 30,550 sq. ft. Leased Flow Control
on 1.76 acres
Brantford, 21,000 sq. ft Owned Flow Control
Ontario, Canada on 8.13 acres
(1) Sizes are approximate. Unless otherwise indicated, all properties are owned
in fee, are not subject to any major encumbrance and are occupied primarily by
factory and/or warehouse buildings.
(2) The Suffolk County Industrial Development Agency in connection with the
issuance of an industrial revenue bond holds title to approximately six acres of
land and the building located thereon.
In addition to the properties listed above, the Corporation leases an
aggregate of approximately 360,000 square feet of space at twenty-two different
locations in the United States and England and owns buildings encompassing about
371,704 square feet in seventeen different locations in the United States,
France, Germany, Belgium and England. None of these properties individually is
material to the Company's business. It also leases approximately 8,000 square
feet of space in Karup, Denmark, for Motion Control; 2,000 square feet of space
in Suwanee, Georgia, for Flow Control; 1,150 square feet of space in Singapore
for Motion Control; and 600 square feet of warehouse and office space in
Edmonton, Alberta, Canada, for Flow Control.
The Corporation also owns a multi-tenant industrial rental facility located
in Wood-Ridge, New Jersey encompassing 2,322,000 square feet on 144 acres. The
former manufacturing facility has approximately 2,264,000 square feet leased to
other parties with the remaining 58,000 square feet vacant and available for
lease. Additionally, Curtiss-Wright leases approximately 14,000 square feet of
office space in Lyndhurst, New Jersey, for its corporate office.
The buildings on the properties referred to in this Item are well
maintained, in good condition, and are suitable and adequate for the uses
presently being made of them.
The following tracts of property, owned by the Registrant, are not
attributable to a particular Segment and are being held for sale: Hardwick
Township, New Jersey (the "Hardwick Property"), 21 acres; Fairfield, New Jersey,
39.8 acres (the "Fairfield Property"); and Perico Island, Florida, 112 acres,
the bulk of which is below water (the "Perico Island Property"). In June 1999,
the Company entered into a contract to sell the Perico Island Property. The
contract is contingent on the purchaser obtaining necessary governmental
approvals. The purchaser has until May 18, 2000 to obtain the necessary
approvals. The Company is also currently engaged in negotiations to sell the
Hardwick Property and the Fairfield Property. The Corporation also owns
approximately 7.4 acres of land in Lyndhurst, New Jersey, which is leased, on a
long-term basis, to the owner of the commercial building located on the land.
Item 3. Legal Proceedings.
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In the ordinary course of business, the Corporation and its subsidiaries are
subject to various pending claims, lawsuits and contingent liabilities. The
Corporation does not believe that disposition of any of these matters will have
a material adverse effect on the Corporation's consolidated financial position
or results of operations.
In December 1999, the Corporation entered into a settlement agreement with
the Borough of Wood-Ridge (the "Borough"), resolving a long standing tax appeal
challenging the accuracy of the Borough's property value assessments for tax
years 1994 through 1999 on the Corporation's industrial rental facility referred
to above. Under the terms of the settlement, the assessments for the years in
question were reduced and the Corporation received a refund for taxes paid in
excess of those reduced assessments. A significant portion of the tax refund was
passed through to the tenants of the complex. See the information contained in
the Registrant's Annual Report on page 17 under the caption "Other Revenues" in
the Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Item 4. Submission of Matters to a Vote of Security Holders.
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Not applicable.
PART II
Item 5. Market for Registrant's Common Stock
And Related Stockholder Matters.
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See the information contained in the Registrant's Annual Report on the
inside back cover under the captions "Common Stock Price Range," "Dividends,"
and "Stock Exchange Listing" which information is incorporated herein by
reference. The approximate number of record holders of the Common Stock, $1.00
par value, of Registrant was 3,822 as of March 1, 2000.
Item 6. Selected Financial Data.
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See the information contained in the Registrant's Annual Report on page 14
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.
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See the information contained in the Registrant's Annual Report at pages 15
through 17, 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.
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The Corporation is exposed to certain market risks from changes in interest
rates and foreign currency exchange rates as a result of its global operating
and financing activities. However, the Corporation seeks to minimize the risks
from these interest rate and foreign currency exchange rate fluctuations through
its normal operating and financing activities and, when deemed appropriate,
through the use of derivative financial instruments. The Corporation did not use
such instruments for trading or other speculative purposes and did not use
leveraged derivative financial instruments during the year ended December 31,
1999. Information regarding the Corporation's accounting policy on financial
instruments is contained in Note 1.G to the Consolidated Financial Statements on
page 24 of the Annual Report, which is incorporated by reference in this Form
10-K Annual Report.
The Corporation's market risk for a change in interest rates relates
primarily to the debt obligations. Approximately 49% of the Corporation's debt
at December 31, 1999 and 46% of the December 31, 1998 debt is comprised of
Industrial Revenue Bond financing. As described in Note 8 to the Consolidated
Financial Statements on page 29 of the Annual Report, which is incorporated by
reference in this Form 10-K Annual Report, the Corporation borrowed variable
rate debt under its short-term credit agreement and revolving credit agreement
aggregating 31,000,000 Swiss Francs arising out of the December 31, 1998
purchase of SIG Antriebstechnik AG to mitigate its currency exposure.
Financial instruments expose the Corporation to counter-party credit risk
for nonperformance and to market risk for changes in interest and currency
rates. The Corporation manages exposure to counter-party credit risk through
specific minimum credit standards, diversification of counter-parties and
procedures to monitor concentrations of credit risk. The Corporation monitors
the impact of market risk on the fair value and cash flows of its investments by
considering reasonably possible changes in interest rates and by limiting the
amount of potential interest and currency rate exposures to amounts that are not
material to the Corporation's consolidated results of operations and cash flows
Item 8. Financial Statements and Supplementary Data.
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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, 1999,
1998 and 1997, page 19.
Consolidated Balance Sheets at December 31, 1999 and 1998, page 20.
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997, page 21.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999, 1998 and 1997, page 22.
Notes to Consolidated Financial Statements, pages 23 through 35, inclusive,
and Quarterly Results of Operations on page 14.
Report of Independent Accountants for the three years ended December 31,
1999, 1998 and 1997, page 18.
Item 9. Changes in and Disagreements with Accountants
On Accounting and Financial Disclosure.
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Not applicable.
PART III
Item 10. Directors and Executive Officers
Of the Registrant.
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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 2000 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 Registrant. The period of service is
for at least the past five years and such occupations and employment are with
Curtiss-Wright Corporation, except as otherwise indicated:
Principal Occupation
Name and Employment Age
David Lasky Chairman (since May 1995); 67
formerly President from 1993
to April 1999(1)
Martin R. Benante President and Chief Operating 47
Officer since April 1999; formerly
Vice President of the Corporation
from April 1996 to April 1999;
President of Curtiss-Wright Flow
Control Corporation, a wholly-owned
Subsidiary from March 1995 to April 1999
Gerald Nachman Executive Vice President; 70
President of Metal Improvement
Company, Inc., a wholly owned subsidiary,
since May 1970
Principal Occupation
Name and Employment Age
George J. Yohrling Vice President of Curtiss-Wright Corporation; 59
President, Curtiss-Wright Flight Systems,
Inc., a wholly-owned subsidiary, since
April 1998; Executive Vice President for
Aerospace Operations of Curtiss-Wright Flight
Systems, Inc. from April 1997 to April 1998,
Senior Vice President from July 1996 to April
1997 of Curtiss-Wright Flight Systems, Inc.;
previously Vice President and General Manager
of Curtiss-Wright Flight Systems/Shelby, Inc.,
then a wholly-owned subsidiary.
Robert A. Bosi Vice President-Finance since January 1993 44
Brian D. O'Neill Secretary, General Counsel since April 1999; 50
formerly Assistant General Counsel from
December 1997 until April 1999; formerly
Staff Attorney and Associate General Counsel
from December 1980 to December 1997
Gary J. Benschip Treasurer since February 1993 52
Kenneth P. Slezak (2) Controller since 1991 48
The executive officers of the Registrant are elected annually by the Board
of Directors at its organization meeting in April and hold office until the
organization meeting in the next subsequent year and until their respective
successors are chosen and qualified.
There are no family relationships among these officers, or between any of
them and any director of Curtiss-Wright Corporation, nor any arrangements or
understandings between any officer and any other person pursuant to which the
officer was elected.
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(1) On February 3, 2000, Mr. Lasky announced his retirement following the
Corporation's Annual Meeting of Stockholders to be held on April 2000.
(2) Mr. Slezak resigned from his position with the Corporation effective
February 22, 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
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Information required by Item 405 of Regulation S-K is set forth in the Proxy
Statement under the heading "Section 16(a) Beneficial Ownership Reporting
Compliance," which information is incorporated herein by reference.
Item 11. Executive Compensation.
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Information required by this Item is included under the captions "Executive
Compensation" and in the "Summary Compensation Table" in the Registrant's Proxy
Statement, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial
Owners and Management.
- -------------------------------------------------------------
See the following portions of the Registrant's Proxy Statement, all of
which information is incorporated herein by reference: (i) the material under
the caption "Security Ownership and Transactions with Certain Beneficial Owners"
and (ii) the material included under the caption "Election of Directors."
Item 13. Certain Relationships and Related Transactions.
- ---------------------------------------------------------------------
Information required by this Item is included under the captions "Executive
Compensation" and "Security Ownership and Transactions with Certain Beneficial
Owners" in the Registrant's Proxy Statement, which information is incorporated
herein by reference.
PART IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K.
- ----------------------------------------------------
(a)(1) Financial Statements:
The following Consolidated Financial Statements of Registrant and
supplementary financial information, included in Registrant's Annual
Report, are incorporated herein by reference in Item 8:
(i) Consolidated Statements of Earnings for the years ended
December 31, 1999, 1998 and 1997
(ii) Consolidated Balance Sheets at December 31, 1999 and 1998
(iii) Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997
(iv) Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1999, 1998 and 1997
(v) Notes to Consolidated Financial Statements
(vi) Report of Independent Accountants for the years ended December
31, 1999, 1998 and 1997
(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 22 and 23 of
this Form 10-K.
Report of Independent Accountants on Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts
Schedules other than those listed above have been omitted since they are not
required, are not applicable, or because the required information is included in
the financial statements or notes thereto.
(a)(3) Exhibits:
(2) Plan of acquisition, reorganization, arrangement,
liquidation, or succession
(2)(i) Asset Purchase and Sale Agreement dated July 23, 1999
between Teledyne Industries, Inc., Teledyne Industries Canada
Limited and Curtiss-Wright Corporation (incorporated by
reference to Exhibit 2.1 to Registrant's Current Report on
Form 8-K, filed September 15, 1999).
(3) Articles of Incorporation and By-laws of the Registrant
(3)(i) Restated Certificate of Incorporation as amended May 8, 1987
(incorporated by reference to Exhibit 3(a) to Registrant's
Form 10-Q Report for the quarter ended June 30, 1987).
Restated Certificate of Incorporation as amended through April
18, 1997 (incorporated by reference to Exhibit 3(i) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997).
(3)(ii) By-laws as amended through April 30, 1999, filed herewith.
(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, 1999
between Registrant, the Lenders parties thereto from time
to time, the Issuing Banks referred to therein and Mellon
Bank, N.A., filed herewith.
(4)(iii) Short-Term Credit Agreement dated as of December 20, 1999
between Registrant, the Lender Parties and Mellon Bank,
N.A., as Agent, filed herewith.
(10) Material Contracts:
(i) Modified Incentive Compensation Plan, as amended
November 9, 1989 (incorporated by reference to
Exhibit 10(a) to Registrant's Form 10-Q Report for
the quarter 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) Standard Severance Agreement with Officers of
Curtiss-Wright (incorporated by reference to Exhibit
10(iv) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991).*
(iv) Retirement Benefits Restoration Plan as amended April
15, 1997 (incorporated by reference to Exhibit 10 to
Registrant's Form 10-Q Report for the quarter ended
June 30, 1997).*
(v) Curtiss-Wright Corporation Retirement Plan as amended
through August 1, 1997 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997); Fourth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
October 20, 1997 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997); Fifth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
January 1, 1998 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997); Amendments to
Curtiss-Wright Retirement Plan dated April 1, 1998,
April 20, 1998, April 30, 1998 and June 30, 1998
(incorporated by reference to Exhibit a(ii) to
Registrant's Quarterly Report for the quarter ended
June 30, 1998).*
(vi) Curtiss-Wright Corporation Savings and Investment
Plan dated March 1, 1995 (incorporated by reference
to Exhibit (10)(vii) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994).*
(vii) Curtiss-Wright Corporation 1996 Stock Plan for
Non-Employee Directors (incorporated by reference to
Exhibit 4.1 to Registrant's Form S-8 Registration
Statement No. 96583181, filed June 19, 1996).*
(viii)Curtiss-Wright Corporation Executive Deferred
Compensation Plan effective November 18, 1997
(incorporated by reference to Exhibit (10)(viii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997).*
(ix) Standard Severance Protection Agreement dated June
19, 1998 between the Registrant and Officers of the
Registrant (incorporated by reference to Exhibit A(i)
to Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1998).*
(x) 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 quarter ended March 31, 1998).*
(13) Annual Report to Stockholders for the year ended December 31,
1999
(21) Subsidiaries of the Registrant
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants
(27) Financial Data Schedule
- -----------
*Management contract or compensatory plan or arrangement
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three months ended
December 31, 1999.
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)
By: /s/ David Lasky
---------------------
David Lasky
Chairman and CEO
Date: March 20, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 20, 2000 By: /s/ Robert A. Bosi
---------------------
Robert A. Bosi
Vice President - Finance
Date: March 20, 2000 By: /s/ Gary R. Struening
------------------------
Gary R. Struening
Assistant Controller
Date: March 20, 2000 By: /s/ Martin R. Benante
-------------------------
Martin R. Benante
Director
Date: March 20, 2000 By: /s/ Thomas R. Berner
------------------------
Thomas R. Berner
Director
Date: March 20, 2000 By: /s/ James B.Busey
------------------------
James B. Busey IV
Director
Date: March 20, 2000 By: /s/ David Lasky
------------------------
David Lasky
Director
Date: March 20, 2000 By: /s/ William B. Mitchell
-------------------------
William B. Mitchell
Director
Date: March 20, 2000 By: /s/ John R. Myers
-------------------------
John R. Myers
Director
Date: March 20, 2000 By: /s/ William W. Sihler
-------------------------
William W. Sihler
Director
Date: March 20, 1999 By: /s/ J. McLain Stewart
--------------------------
J. McLain Stewart
Director
PRICEWATERHOUSECOOPERS LLP [LOGO]
PricewaterhouseCoopers LLP
400 Campus Drive
P.O. Box 988
Florham Park, NJ 07932
Telephone (973) 236 4000
Facsimile (973) 236 5000
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Curtiss-Wright Corporation:
Our audits of the consolidated financial statements referred to in our report
dated January 31, 2000 in the 1999 Annual Report to Shareholders of
Curtiss-Wright Corporation (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial statement schedule listed in Item 14(a)(2) of this
Form 10-K. In our opinion, this financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
January 31, 2000
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1999, 1998 and 1997
(In thousands)
Additions
-----------------------
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts - Deductions - End of
Description of Period Expenses Describe Describe Period
Deducted from assets to
which they apply:
Reserves for doubtful
accounts and notes:
Year-ended December 31,
1999 $1,910 $ 970 $ 733(A) $ 383 $3,230
------ ----- -------- -------- ------
Year-ended December 31,
1998 $1,747 $ 352 $ 20(B) $ 209 $1,910
------ ----- -------- -------- ------
Year-ended December 31,
1997 $1,557 $ 596 $ 406 $1,747
------ ----- -------- ------
Deferred tax asset
valuation allowance:
Year-ended December 31,
1999 $ - $ - $ - $ -
------ ----- -------- ------
Year-ended December 31,
1998 $ - $ - $ - $ -
------ ----- -------- ------
Year-ended December 31,
1997 $1,212 $ - $1,212(C) $ -
------ ----- --------- ------
<FN>
Notes:
(A) Acquired form the purchases of Drive Technology, Farris and Sprague.
(B) Acquired form the purchase of Enertech.
(C) Expiration of available capital loss carry forwards.
</FN>
EXHIBIT INDEX
The following is an index of the
exhibits included in this report or
incorporated herein by reference.
Exhibit Name Page
No.
(3)(i) Restated Certificate of Incorporation as amended May 8, 1987 *
(incorporated by reference to Exhibit 3(a) to Registrant's
Form 10-Q Report for the quarter ended June 30, 1987).
Restated Certificate of Incorporation as amended through
April 18, 1997 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997).
(3)(ii) By-laws as amended through April 30, 1999, filed herewith.
(4)(i) Agreement to furnish to the Commission upon request, a copy *
of any long term debt instrument where the amount of the
securities authorized thereunder does not exceed 10% of
the total assets of the Registrant and its subsidiaries on
a consolidated basis (incorporated by reference to Exhibit
4 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1985).
(4)(ii) Revolving Credit Agreement dated December 20, 1999 between
Registrant, the Lenders parties thereto from time to time,
the Issuing Banks referred to therein and Mellon Bank,
N.A., filed herewith.
(4)(iii) Short-Term Credit Agreement dated as of December 20, 1999
Registrant, the Lenders parties thereto from time to time,
the Issuing Banks referred to therein and Mellon Bank,
N.A., filed herewith.
10(i)** Modified Incentive Compensation Plan, as amended November *
9, 1989 (incorporated by reference to Exhibit 10(a) to
Registrant's Form 10-Q Report for the quarter ended
September 30, 1989).
(10)(ii)** Curtiss-Wright Corporation 1995 Long-Term Incentive Plan *
(incorporated by * reference to Exhibit 4.1 to Registrant's
Form S-8 Registration Statement No. 95602114 filed December
15, 1995).
(10)(iii)** Standard Severance Agreement with Officers of Curtiss-Wright *
(incorporated by reference to Exhibit 10(iv) to Registrant's
Annual Report on Form 10-K Report for the year ended December
31, 1991).
(10)(iv)** Curtiss-Wright Corporation Retirement Benefits Restoration *
Plan as amended April 15, 1997 (incorporated by reference to
Exhibit 10 to Registrant's Report on Form 10-Q Report for
the quarter ended June 30, 1997).
(10)(v)** Curtiss-Wright Corporation Retirement Plan as amended through *
August 1, 1997(incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1997); Fourth Amendment to the Curtiss-Wright Corporation
Retirement Plan dated October 20, 1997 (incorporated by
reference to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997); Fifth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated January
1, 1998 (incorporated by reference to Registrant's Annua
Report on Form 10-K for the year ended December 31, 1997);
Amendments to Curtiss-Wright Retirement Plan dated April 1,
1998, April 20, 1998, April 30, 1998 and June 30, 1998
(incorporated by reference to Exhibit a(ii) to Registrant's
Quarterly Report for the quarter ended June 30, 1998).
(10)(vi)** Amended Curtiss-Wright Corporation Savings and Investment *
Plan dated March 1, 1995 (incorporated by reference to Exhibit
(10)(vii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
(10)(vii)** Curtiss-Wright Corporation 1996 Stock Plan for Non-Employee *
Directors (incorporated by reference to Exhibit 4.1 to
Registrant's Form S-8 Registration Statement No. 96583181
filed June 19, 1996).
(10)(viii)**Curtiss-Wright Corporation Executive Deferred Compensation *
Plan effective November 18, 1997 (incorporated by reference
to Exhibit 4.1 to Registrant's Form S-8 Registration Statement
No. 96583181, filed June 19, 1996).
(10)(ix)** Standard Severance Protection Agreement dated June 19, 1998 *
between the Registrant and Officers of the Registrant
(incorporated by reference to Exhibit 4.1 to Registrant's
Form S-8 Registration Statement No. 96583181, filed June
19, 1996).
(10)(x)** Trust Agreement approved April 17, 1998 dated as of January *
30, 1998 by and between Registrant and PNC Bank, National
Association (incorporated by reference to Exhibit 10(a)
to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
(13) Annual Report to Stockholders for the year ended December
31, 1999 (only those portions expressly incorporated
herein by reference in this document are deemed "filed.")
(21) Subsidiaries of the Registrant
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants
(27) Financial Data Schedule
- --------------------------
* Incorporated by reference as noted.
** Management contract or compensatory plan or arrangement.