SECURITIES and EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
Commission File Number 1-134
CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-0612970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 Wall Street West
Lyndhurst, New Jersey 07071
(Address of principal executive offices) (Zip Code)
(201) 896-8400
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, par value $1.00 per share: 10,034,325 shares(as of April 28, 2000)
Page 1 of 18
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
TABLE of CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Stockholders' Equity 6
Notes to Consolidated Financial Statements 7 - 10
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 11 - 14
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 15
Forward-Looking Statements 15
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 16
Item 6 - Exhibits and Reports on Form 8-K 16
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
March 31, December 31,
2000 1999
---------- ------------
Assets
Current Assets:
Cash and cash equivalents $ 8,516 $ 9,547
Short-term investments 31,509 25,560
Receivables, net 69,878 70,729
Deferred tax assets 8,541 8,688
Inventories, net 61,087 60,584
Other current assets 4,812 5,262
---------- ----------
Total current assets 184,343 180,370
---------- ----------
Property, plant and equipment, at cost 243,099 242,000
Accumulated depreciation 149,670 147,422
---------- ----------
Property, plant and equipment, net 93,429 94,578
Prepaid pension costs 52,881 50,447
Goodwill, net 49,940 50,357
Other assets 11,082 11,374
---------- ----------
Total assets $391,675 $387,126
========== ==========
Liabilities
Current Liabilities:
Current portion of long-term debt $ 4,047 $ 4,047
Account payable and accrued expenses 34,928 32,767
Dividends payable 1,305 0
Income taxes payable 4,356 5,203
Other current liabilities 8,758 13,915
---------- ----------
Total current liabilities 53,394 55,932
Long-term debt 33,319 34,171
Deferred income taxes 16,477 14,113
Accrued postretirement benefit costs 5,649 8,515
Other liabilities 16,853 16,040
---------- ----------
Total liabilities 125,692 128,771
---------- ----------
Stockholders' equity
Common stock, $1 par value 15,000 15,000
Capital surplus 51,499 51,599
Retained earnings 383,930 376,006
Unearned portion of restricted stock (20) (24)
Accumulated other comprehensive income (2,499) (2,622)
----------- ----------
447,910 439,959
Less: cost of treasury stock 181,927 181,604
---------- ----------
Total stockholders' equity 265,983 258,355
---------- ----------
Total liabilities and stockholders' equity $391,675 $387,126
========== ==========
See notes to consolidated financial statements.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands except per share data)
Three Months Ended
March 31,
2000 1999
------ ------
Net sales $82,237 $70,350
Cost of sales 53,308 45,332
--------- ---------
Gross margin 28,929 25,018
Research & development costs 1,388 1,148
Selling expenses 4,756 4,031
General and administrative expenses 10,579 9,133
Environmental remediation and
administrative costs 117 214
--------- ---------
Operating income 12,089 10,492
Investment income, net 505 705
Rental income, net 1,160 826
Pension income, net 1,744 1,281
Other income (expense), net (32) (85)
Interest expense 376 303
--------- ---------
Earnings before taxes 15,090 12,916
Provision for taxes 5,861 4,934
--------- ---------
Net earnings $ 9,229 $ 7,982
========= =========
Basic weighted average number of
shares outstanding 10,035 10,165
========= =========
Diluted weighted average number of
shares outstanding 10,132 10,283
========= =========
Basic earnings per common share $0.92 $0.79
========= =========
Diluted earnings per common share $0.91 $0.78
========= =========
Dividends per common share $0.13 $0.13
========= =========
See notes to consolidated financial statements.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Three Months Ended
March 31,
2000 1999
-------- -------
Cash flows from operating activities:
Net earnings $ 9,229 $ 7,982
-------- ---------
Adjustments to reconcile net earnings to
net cash provided by operating activities
(net of businesses acquired):
Depreciation and amortization 3,559 2,853
Net gains on short-term investments (79) (24)
Noncash pension income (1,744) (1,281)
Increase in deferred taxes 2,511 649
Changes in operating assets and liabilities:
Proceeds from sales of trading securities 25,800 75,390
Purchases of trading securities (31,699) (69,396)
Decrease (increase) in receivables 1,374 (1,184)
Increase in inventory (672) (1,652)
Decrease in progress payments (354) (877)
Increase (decrease) in accounts payable
and accrued expenses 2,161 (317)
(Decrease) increase in income taxes payable (847) 2,620
Increase in other assets (162) 89
(Decrease) increase in other liabilities (7,210) 227
Other, net (446) (1,119)
-------- --------
Total adjustment (7,808) 5,978
-------- --------
Net cash provided by operating activities 1,421 13,960
-------- --------
Cash flows from investing activities:
Proceeds from sales of real estate and equipment 122 0
Additions to property, plant and equipment (2,026) (7,357)
-------- --------
Net cash used by investing activities (1,904) (7,357)
-------- --------
Cash flows from financing activities:
Common stock repurchases (548) (1,727)
-------- --------
Net cash used for financing activities (548) (1,727)
-------- --------
Net (decrease) increase in cash and cash equivalents (1,031) 4,876
Cash and cash equivalents at beginning of period 9,547 5,809
-------- --------
Cash and cash equivalents at end of period $ 8,516 $10,685
======== ========
See notes to consolidated financial statements.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands)
Unearned Accumulated
Portion of Other
Common Capital Retained Restricted Comprehensive Treasury
Stock Surplus Earnings Stock Income Stock
------- -------- -------- ---------- ------------- --------
December 31, 1998 $15,000 $51,669 $342,218 ($40) ($2,800) $176,454
Net earnings 39,045
Common dividends (5,257)
Common stock repurchased 5,440
Stock options exercised, net (70) (290)
Amortization of earned portion
of restricted stock 16
Translation adjustments, net 178
------ ------- -------- ----- -------- --------
December 31, 1999 15,000 51,599 376,006 (24) (2,622) 181,604
Net earnings 9,229
Common dividends (1,305)
Common stock repurchased 548
Stock options exercised, net (100) (225)
Amortization of earned portion
of restricted stock 4
Translation adjustments, net 12
------- ------- -------- ----- -------- --------
March 31, 2000 $15,000 $51,499 $383,930 ($20) ($2,499) $181,927
======= ======= ======== ===== ======== ========
See notes to consolidated financial statements.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS of PRESENTATION
Curtiss-Wright Corporation and its subsidiaries (the "Corporation") is
a diversified multi-national manufacturing and service concern that
designs, manufactures and overhauls precision components and systems
and provides highly engineered services to the aerospace defense,
automotive, shipbuilding, oil, petrochemical, processing, agricultural
equipment, railroad, power generation, metalworking and fire and rescue
industries. Operations are conducted through eight manufacturing
facilities, thirty-seven metal treatment service facilities and four
component overhaul locations.
The information furnished in this report has been prepared in
conformity with generally accepted accounting principles and as such
reflects all adjustments, consisting primarily of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented. The
unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Corporation's 1999 Annual Report on Form 10-K.
The results of operations for these interim periods are not necessarily
indicative of the operating results for a full year. Certain
reclassifications of prior year amounts have been made in order to
conform to the current presentation.
2. RECEIVABLES
Receivables, at March 31, 2000 and December 31, 1999, include amounts
billed to customers and unbilled charges on long-term contracts
consisting of amounts recognized as sales but not billed at the dates
presented. Substantially all amounts of unbilled receivables are
expected to be billed and collected within a year. The composition
of receivables for those periods is as follows:
(In thousands)
March 31, December 31,
2000 1999
--------- ------
Accounts receivable, billed $61,962 $66,652
Less: progress payments applied 1,623 1,922
--------- ---------
60,339 64,730
--------- ---------
Unbilled charges on long-term contracts 19,309 16,473
Less: progress payments applied 7,020 7,244
--------- ---------
12,289 9,229
--------- ---------
Allowance for doubtful accounts (2,750) (3,230)
--------- ---------
Receivables, net $69,878 $70,729
========= =========
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
3. INVENTORIES
Inventories are valued at the lower of cost (principally average cost)
or market. The composition of inventories at March 31, 2000 and
December 31, 1999 is as follows:
(In thousands)
March 31, December 31,
2000 1999
--------- ------
Raw materials $10,052 $10,713
Work-in-process 24,081 22,223
Finished goods 28,463 28,978
--------- ---------
Total inventories 62,596 59,574
Less: progress payments applied 1,509 1,340
--------- ---------
Net inventories $61,087 $60,584
========= =========
4. ENVIRONMENTAL MATTERS
The Corporation establishes a reserve for a potential environmental
responsibility when it concludes that a determination of legal
liability is probable, based upon the advice of counsel. Such amounts,
if quantified, reflect the Corporation's estimate of the amount of that
liability. If only a range of potential liability can be estimated, a
reserve will be established at the low end of that range. Such reserves
represent today's values of anticipated remediation not reduced by any
potential recovery from insurance carriers or through contested
third-party legal actions, and are not discounted for the time value of
money.
The Corporation is joined with many other corporations and
municipalities as potentially responsible parties (PRPs) in a number of
environmental cleanup sites, which include but are not limited to the
Sharkey landfill superfund site, Parsippany, New Jersey, Caldwell
Trucking Company superfund site, Fairfield, New Jersey, Pfohl Brothers
landfill site, Cheektowaga, New York, Chemsol, Inc. superfund site,
Piscataway, New Jersey, and PJP Landfill, Jersey City, New Jersey
identified to date as the most significant sites.
The Corporation believes that the outcome of any of these matters would
not have a material adverse effect on the Corporation's results of
operations or financial condition.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
5. SEGMENT INFORMATION
The Corporation conducts its business operations through three
manufacturing segments, Motion Control (formerly Actuation and Control
Products & Services), Metal Treatment (formerly Precision Manufacturing
Products & Services), and Flow Control (formerly Flow Control Products
& Services).
(In thousands) Three Months Ended March 31, 2000
---------------------------------
Metal Flow Motion Segment Corporate Consolidated
Treatment Control Control Totals & Other (1) Totals
Revenue from external customers $28,224 $26,669 $27,344 $82,237 $ 0 $82,237
Intersegment revenues 158 0 0 158 0 158
Segment operating income 6,832 2,545 1,409 10,786 1,303 12,089
Segment assets 85,061 87,770 112,477 285,308 106,367 391,675
(1) Operating income for Corporate and Other includes a $2.8 million gain for
the curtailment of postretirement benefits associated with the closing of
the Fairfield, NJ facility partially offset by accrued postemployment costs
totaling $.7 million.
(In thousands) Three Months Ended March 31, 1999
---------------------------------
Metal Flow Motion Segment Corporate Consolidated
Treatment Control Control Totals & Other Totals
Revenue from external customers $26,002 $14,039 $30,309 $70,350 $ 0 $70,350
Intersegment revenues 119 0 0 119 0 119
Segment operating income 6,201 1,917 2,036 10,154 338 10,492
Segment assets 71,116 37,961 120,699 229,776 131,220 360,996
Reconciliation:
Three months ended
(In thousands) March 31, 2000 March 31, 1999
-------------- --------------
Consolidated operating income $12,089 $10,492
Investment income, net 505 705
Rental income, net 1,160 826
Pension income, net 1,744 1,281
Other income (expense), net (32) (85)
Interest expense 376 303
--------- ---------
Earnings before income taxes $15,090 $12,916
========= =========
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
6. COMPREHENSIVE INCOME
Total comprehensive income for the first quarter periods ended March
31, 2000 and 1999 are as follows:
Three months ended
(In thousands) March 31, 2000 March 31, 1999
-------------- --------------
Net earnings $9,229 $7,982
Equity adjustment from foreign currency
translations 123 (1,146)
-------- --------
Total comprehensive income $9,352 $6,836
======== ========
7. EARNINGS PER SHARE
The Corporation accounts for its earnings per share (EPS) in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings per
Share" (SFAS No. 128). Diluted earnings per share were computed based
on the weighted average number of shares outstanding plus all
potentially dilutive common shares issuable for the periods. Dilutive
common shares for the three months ended March 31, 2000 and March 31,
1999 were 97,000 and 118,000, respectively.
8. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1999, the Financial Accounting Standards Board issued Statement
No. 137 deferring the effective date of Statement No. 133, "Accounting
for Derivatives and Hedging Activities" (SFAS No. 133). SFAS No. 133 is
now effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000 (January 1, 2001 for the Corporation). SFAS No. 133
requires that all derivative instruments be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. Management of
the Corporation anticipates that, due to its limited use of derivative
instruments, the adoption of SFAS No. 133 will not have a significant
effect on its results of operations or its financial position.
PART I - ITEM 2
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
RESULTS of OPERATIONS
The Corporation's consolidated net earnings for the first quarter of 2000
were 16% above net earnings for the first quarter of 1999. Net earnings for the
first quarter of 2000 totaled $9.2 million, or $.91 per diluted share, compared
with $8.0 million or $.78 per diluted share for the same period of 1999.
Operating income in the aggregate rose 15% to $12.1 million for the first
quarter of 2000 as compared with $10.5 million in the first quarter of 1999. The
first quarter of 2000 benefited from the net effect of the following unusual
items: a gain related to post-retirement medical benefits, partially offset by
additional consolidation costs from the Motion Control manufacturing
consolidation and other post-employment expenses. These items favorably impacted
pre-tax earnings by $2.0 million and after-tax earnings by $1.3 million.
Excluding the unusual items, net earnings would have been $8.0 million, or $.79
per diluted share, in the first quarter of 2000.
Sales for the first quarter of 2000 increased 17% to $82.2 million compared
with $70.4 million for the prior year quarter. The sales improvement largely
reflects the Corporation's three acquisitions made in 1999, Metallurgical
Processing, Inc., Farris Engineering and Sprague Products. Sales from these
companies, in the aggregate, accounted for a $13.0 million increase comparing
the first quarter of 2000 to the same period of the prior year. New orders
received for the first quarter of 2000 totaled $70.6 million declining slightly
from orders of $70.8 million for the first quarter of 1999. The Corporation's
backlog of unshipped orders at March 31, 2000 totaled $201.2 million, a 2%
increase from backlog of $197.0 million a year ago.
Operating Performance
Metal Treatment
Sales for the Corporation's Metal Treatment segment totaled $28.2 million
for the first quarter of 2000, compared with $26.0 million in the first quarter
of 1999. The first quarter's increased sales over the same period last year for
this business segment was the result of growth in its European aerospace markets
and the acquisition of a domestic heat treating operation which occurred in
mid-1999.
Flow Control
The Corporation's Flow Control segment posted sales of $26.7 million for
the first quarter of 2000, compared with $14.0 million in the first quarter of
1999. The significant sales improvement was the result of the acquisition of the
Farris and Sprague product lines, which occurred at the end of August last year.
Increased sales were also experienced in other product lines during the first
quarter of 2000 as compared to last year. Margins are lower than the comparable
period last year as the profitability of some of the product lines added through
acquisition are somewhat lower than traditional offerings. However, the margins
of these acquired companies are higher than anticipated at the time of
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
acquisition. Additionally, the 1999 period had the benefit of some particularly
attractive nuclear valve business.
Motion Control
Sales for the Corporation's Motion Control segment declined to $27.3
million in the first quarter of 2000, from $30.3 million in the first quarter of
1999. The reduction in sales was due to lower OEM shipments to Boeing, which has
reduced its production levels for commercial aircraft, and lower OEM military
sales as compared to the same period last year. The performance of the
Curtiss-Wright Drive Technology business unit reflects the very seasonal volume
pattern with sales being concentrated in the last half of the year. Although the
decrease in operating income is primarily the result of lower earnings in the
repair and overhaul area, on a period to period basis, performance in this area
is expected to improve during the remainder of 2000 due to expected sales from
its Boeing 757 retrofit program.
Corporate and Other
In the first quarter of 2000, the Corporation recognized a $2.8 million
reduction to general and administrative expenses from the curtailment of
postretirement benefits associated with the closing of the Fairfield, New Jersey
facility. This benefit was partially offset by other non-recurring
postemployment expenses.
Non-Operating Revenues and Costs
For the first quarter of 2000, the Corporation recorded other non-operating
net revenue totaling $3.4 million, compared with $2.8 million for the first
quarter of 1999. The increase primarily reflects higher pension income,
reflecting the higher overfunded status of the Corporation's pension plan. On a
period to period basis, net rental income increased due to slightly higher
occupancy and higher average rents at the Corporation's Wood-Ridge, NJ Business
Complex. Partially offsetting these increases was lower investment income.
CHANGES IN FINANCIAL CONDITION:
Liquidity and Capital Resources:
The Corporation's working capital was $130.9 million at March 31, 2000, 5%
above working capital at December 31, 1999 of $124.4 million. The ratio of
current assets to current liabilities was 3.45 to 1 at March 31, 2000, compared
with a current ratio of 3.22 to 1 at December 31, 1999.
Cash, cash equivalents and short-term investments totaled $40.0 million in
aggregate at March 31, 2000, increasing slightly from $35.1 million at the prior
year-end. Also contributing to improvements in working capital at March 31,
2000, from December 31, 1999, was a substantial decrease in other current
liabilities caused by the reimbursement to tenants of a portion of a real estate
tax appeal and payment of other accrued liabilities. Increases in accounts
payable and accrued expenses, from those of December 31, 1999, and dividends
payable for the first quarter of 2000 partially reduced working capital for the
current period.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
The Corporation has two credit agreements, a Revolving Credit Agreement and
a Short-Term Credit Agreement, in effect aggregating $100.0 million with a group
of five banks. The credit agreements allow for borrowings to take place in U. S.
or certain foreign currencies. The Revolving Credit Agreement commits a maximum
of $60.0 million to the Corporation for cash borrowings and letters of credit.
The unused credit available under this facility at March 31, 2000 was $18.9
million. The commitments made under the Revolving Credit Agreement expire
December 17, 2004, but may be extended annually for successive one-year periods
with the consent of the bank group. The Corporation also has in effect a
Short-Term Credit Agreement, which allows for cash borrowings of $40.0 million,
all of which was available at March 31, 2000. The Short-Term Credit Agreement
expires on December 17, 2000. The Short-Term Credit Agreement may be extended,
with the consent of the bank group, for an additional period not to exceed 364
days. Cash borrowings under the two credit agreements at March 31, 2000 were at
a US Dollar equivalent of $18.6 million, compared with cash borrowing of $21.9
million at March 31, 1999. Actual borrowings of 31.0 million Swiss francs were
used to finance the Drive Technology acquisition at December 31, 1998, and the
decline reflects movement in the Swiss franc translation rate. The loans had
variable interest rates averaging 2.97% for the first quarter of 2000 and
variable interest rates averaging 2.03% for the first quarter of 1999.
During the first quarter of 2000, internally available funds were adequate
to meet capital expenditures of $2.0 million. Expenditures incurred during the
first quarter were for machinery and equipment needed for the expansion of our
Metal Treatment segment. During the first quarter of 2000, the Corporation
repurchased 15,170 shares of its common stock at a cost of $0.5 million. The
Corporation is expected to make capital expenditures of an additional $11
million during the balance of the year, primarily for machinery and equipment
for the business segments. Funds from internal sources are expected to be
adequate to meet planned capital expenditures, environmental and other
obligations for the remainder of the year.
Other Developments
At the first meeting of the newly elected Board of Directors on April 11,
2000, following the Annual Meeting of Shareholders on April 7, 2000, the Board
appointed Martin R. Benante Chief Executive Officer and Chairman of the Company,
succeeding David Lasky who retired after 38 years of service with
Curtiss-Wright. Mr. Lasky will continue as a member of the Corporation's Board
of Directors.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
RECENTLY ISSUED ACCOUNTING STANDARDS
As discussed in Note 8 to the Consolidated Financial Statements, the
Corporation has reviewed Statement of Financial Accounting Standards No. 133,
"Accounting for Derivatives and Hedging Activities." Due to the limited use of
derivative instruments by the Corporation, this statement will not have a
material effect on the Corporation's results of operations or financial
condition. The statement is effective for the Corporation beginning January
1,2001.
PART I - ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Corporation's market risk during the
three months ended March 31, 2000. Information regarding market risk and market
risk management policies is more fully described in item 7A. "Quantitative and
Qualitative Disclosures about Market Risk" of the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.
FORWARD-LOOKING INFORMATION
Except for historical information contained herein, this Quarterly Report on
Form 10-Q does contain "forward looking" information within the meaning of
Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act
of 1934. Examples of forward looking information include, but are not limited
to, (a) projections of or statements regarding return on investment, future
earnings, interest income, other income, earnings or loss per share, investment
mix and quality, growth prospects, capital structure and other financial terms,
(b) statements of plans and objectives of management, (c) statements of future
economic performance, and (d) statements of assumptions, such as economic
conditions underlying other statements. Such forward looking information can be
identified by the use of forward looking terminology such as "believes,"
"expects," "may," "will," "should," "anticipates," or the negative of any of the
foregoing or other variations thereon or comparable terminology, or by
discussion of strategy. No assurance can be given that the future results
described by the forward looking information will be achieved. Such statements
are subject to risks, uncertainties, and other factors which are outside our
control that could cause actual results to differ materially from future results
expressed or implied by such forward looking information. Readers are cautioned
not to put undue reliance on such forward-looking information. Such statements
in this Report include, without limitation, those contained in Part I, Item 2,
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Notes to the Consolidated Financial Statements including,
without limitation, the Environmental Matters Note. Important factors that could
cause the actual results to differ materially from those in these
forward-looking statements include, among other items, (i) a reduction in
anticipated 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.
PART II - OTHER INFORMATION
Item 4. SUBMISSION of MATTERS to a VOTE of SECURITY HOLDERS
On April 7, 2000, the Registrant held its annual meeting of
stockholders. The matters submitted to a vote by the stockholders were
the election of directors and the retention of independent accountants
for the Registrant.
The vote received by the director nominees was as follows:
For Withheld
Martin R. Benante 9,616,962 8,684
James B. Busey IV 9,616,736 8,910
S. Marce Fuller 9,543,945 81,701
David Lasky 9,616,936 8,710
William B. Mitchell 9,616,836 8,810
John R. Myers 9,615,262 10,384
William W. Sihler 9,616,044 9,602
J. McLain Stewart 9,614,136 11,510
There were no votes against or broker non-votes. The stockholders
approved the retention of PricewaterhouseCoopers LLP, independent accountants
for the Registrant. The holders of 9,617,070 shares voted in favor; 5,074 voted
against; 3,502 abstained. There were no broker non-votes.
Item 6. EXHIBITS and REPORTS on FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedules (Page 21)
(b) Reports on Form 8-K
The Registrant did not file any report on Form 8-K during the
quarter ended March 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CURTISS-WRIGHT CORPORATION
(Registrant)
By: /s/ Robert A. Bosi
---------------------
Robert A. Bosi
Vice President-Finance
By: /s/ Gary R. Struening
---------------------
Gary R. Struening
Assistant Controller
Dated: May 12, 2000