1 of 257
Exhibit Index Page 18
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1994
[FEE REQUIRED]
Commission File Number 1-134
CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-0612970
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
1200 Wall Street West, Lyndhurst, N.J. 07071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 896-8400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------------------------ ---------------------
Common Stock, par value $1 per share New York Stock Exchange
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.
Yes [ x ] No [ ]
The aggregate market value of the voting stock held by non-affiliates(*) of the
Registrant is $ 91,506,470 (based on the closing price of the Registrant's
Common Stock on the New York Stock Exchange on March 10, 1995 of $ 38.00).
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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 10, 1995
------------------------------------ -----------------------------
Common Stock, par value $1 per share 5,059,053
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of the Registrant to stockholders for the year
ended December 31, 1994 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 1995
Annual Meeting of Stockholders are incorporated by reference into Parts II and
III.
[FN]
(*) Shares held by former subsidiaries of Teledyne, Inc. have been excluded
from this computation solely because of the definition of the term "affiliate"
in the regulations promulgated pursuant to the Secuties Exchange Act of 1934.
Also, for purposes of this computation, all directors and executive officers of
Registrant have been deemed to be affilitiates, but the Registrant disclaims
that any of such directors of officers is an affiliate. See material referred
to under Item 12, below.
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INTRODUCTION
============
Pursuant to the Securities Exchange Act of 1934, the Registrant, Curtiss-
Wright Corporation, ("Curtiss-Wright", the "Corporation" or the "Registrant"),
hereby files its Form 10-K Annual Report for the year 1994. References in the
text to the "Corporation," "Curtiss-Wright" or the "Registrant" include
Curtiss-Wright Corporation and its consolidated subsidiaries unless the context
indicates otherwise.
PART I
------
Item 1. Business.
------------------
Curtiss-Wright Corporation was incorporated in 1929 under the laws of the
State of Delaware. Curtiss-Wright operates in three industry segments:
Aerospace; Industrial; and Flow Control and Marine.
Aerospace Segment
-----------------
Control and actuation systems are designed, developed and manufactured by the
Corporation for the aerospace industry by Curtiss-Wright Flight Systems, Inc.
and Curtiss-Wright Flight Systems/Shelby, Inc. (collectively "Flight Systems"),
wholly-owned subsidiaries of the Registrant. Generally speaking, such
components and systems are designed to position aircraft control surfaces, or
to operate canopies, landing gear or weapon bay doors or other devices through
the use of actuators. Products offered consist of electro-mechanical and
hydro-mechanical actuation components and systems. They include actuators for
the Lockheed F-16, and McDonnell Douglas F/A-18 fighter planes, the Boeing 737,
747, 757, 767 and 777 jet transports, and the Sikorsky Black Hawk and Seahawk
helicopters. Flight Systems also provides spare parts and overhaul services
for these products as well as for systems and components previously supplied on
other aerospace programs including the Lockheed L-1011 transport aircraft and
the Grumman F-14A fighter plane.
Flight Systems provides the Leading Edge Flap Rotary Actuators (LEFRA) for
the F-16. There are ongoing commitments for new F-16 aircraft from the
Lockheed/Fort Worth Company for foreign military customers and a retrofit
program for military customers administered through the Ogden Air Logistics
Center. In recent years, work on the F-16 has been the largest program at
Flight Systems. Future government orders for this aircraft are uncertain and
the potential for the F-16 is largely dependent on Lockheed's foreign sales.
Flight Systems is a major supplier for the Lockheed/Boeing F-22 Advanced
Tactical Fighter plane which has been described as the Air Force's future air
superiority fighter. While Flight Systems does not expect to begin substantial
production on this program for several years the program is proceeding with the
engineering and manufacturing development phase.
Engineering manufacturing and development work is proceeding for the FA-18E/F
Lex Vent Drive System under a contract awarded in 1993 with actual production
several years away.
Efforts by Flight Systems to expand its product base include continued work
on a control system for the new Bell/Boeing tilt rotor V-22 aircraft and in
1994 it received a not to exceed $3.8 million award for the engineering and
manufacturing development of "feel and drive" actuators for this aircraft.
Flight Systems provides the airlines with overhauls of transmissions and
actuators previously manufactured by it for Boeing 737 and 747 aircraft and
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other components for the Lockheed L-1011 aircraft. Overhaul services are also
provided for other Boeing aircraft components originally manufactured by other
Boeing suppliers.
Flight Systems products are sold in keen competition with a number of
other systems suppliers, some of which have financial resources greater than
those of the Corporation and significant technological and human resources.
Flight Systems and these suppliers compete to have their systems selected to
perform control and actuation functions on new aircraft. Competition has
intensified because relatively few new aircraft models have been produced in
recent years. This operation competes primarily on the basis of engineering
capability, quality and price. Products are marketed directly to Flight
Systems customers by employees.
Metal Improvement Company, Inc. ("MIC"), a wholly-owned subsidiary,
performs shot-peening and peen-forming operations for aerospace manufacturers
and their suppliers. Shot-peening is a physical process used primarily to
increase fatigue life in metal parts. MIC provides shot-peening services to
jet engine manufacturers, landing gear suppliers and many other aerospace
manufacturers. Peen forming is a process used to form curvatures in panel
shape metal parts to very close tolerances. These panels are used as the "wing
skins" after assembly on many commercial, military and executive aircraft in
service today. Currently, MIC is peen forming wing skins for jet transports
manufactured by McDonnell Douglas. It also participates in the "Airbus"
commercial jet transport program as a supplier to British Aerospace.
MIC's marketing is accomplished through direct sales. While MIC competes
with a great many firms and often deals with customers which have the resources
to perform for themselves the same services as are provided by MIC, MIC
considers that its greater technical expertise and superior quality provide it
with a competitive advantage.
The Corporation also manufactures windshield wiper systems for marine and
aircraft use which are sold primarily by direct sales. It also extrudes
preforms for tactical missile motor cases.
The business of the Aerospace Segment would be materially affected by the
loss of any one of several important customers. A substantial portion of
segment sales are made to Lockheed Corporation and Boeing Company for F-22
engineering and design work and to the Boeing Company for commercial transport
aircraft. The loss of any of these important customers would have a material
adverse effect on this segment. Furthermore, the likelihood of future
reductions in military and commercial programs due to reduced spending and
problems in the airline industry continues to exist.
The backlog of the Aerospace segment as of January 31, 1995 was $79.0
million as compared with $104.3 million as of January 31, 1994. Of the January
31, 1995 amount, approximately 42% is expected to be shipped during 1995. None
of the business of this segment is seasonal. Raw materials, though not
significant to these operations, are available in adequate
quantities.
Industrial Segment
------------------
The MIC subsidiary of the Corporation is engaged in the business of
performing shot peening and heat treating for a broad spectrum of industrial
customers, principally in the automotive, agricultural equipment, construction
equipment and oil and gas industries. Heat treating is a metallurgical process
used primarily to harden metals in order to provide increased durability and
service life. MIC marketing and sales activity are done on a direct sales
basis.
Operations are conducted in facilities in the United States, Canada, England,
France and Germany. Although numerous companies compete in the shot-peening
field, and many customers for shot-peening services have the resources to
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perform such services themselves, MIC believes that its greater technical know
how provides it with a competitive advantage. Substantial numbers of
industrial firms elect to perform shot-peening services for themselves. MIC
also competes on the basis of quality, service, price and delivery. MIC
experiences substantial competition from other companies in heat-treating metal
components.
MIC is also engaged in the business of precision stamping and finishing of
high strength steel reed valves used by various manufacturers of products such
as refrigerators, air compressors, and small engines.
The Corporation's Buffalo, New York extrusion facility is being offered
for sale. Its sales comprised 6% of the total revenue of the Corporation in
1994. This facility produces seamless pipe and extruded shapes on a 12,000 ton
horizontal extrusion press. These products are marketed by direct salesmen and
distributors for use primarily in the chemical, petrochemical and oil and gas
industries. Keen competition exists in these markets. It comes from foreign
sources and a small number of domestic competitors who use substantially the
same or other methods of manufacture. The Corporation competes in these
markets primarily on the basis of price, quality and delivery with quality and
delivery being the major factors. The extrusion press has been in operation
for thirty-eight years and is unique in its size and certain capabilities.
The Buffalo facility remains dependent on this press for its operations and
a failure resulting in a shutdown of the operation in the future for an
extended period could have adverse consequences.
Flight Systems' has designed and developed a commercial rescue tool using
its power hinge aerospace technology which is being marketed under the name
Power Hawk. The primary use for this tool is the extrication of automobile
accident victims. A distribution network for the United States market has been
completed and commercial sales are expected to commence in 1995.
The backlog of the Industrial segment (which has historically been low
relative to sales of the segment) as of January 31, 1995 was $6.2 million as
compared with $2.8 million as of January 31, 1994. Virtually all of the
January 31, 1995 backlog is expected to be shipped in 1995. None of the
business of this segment is seasonal. Raw materials, though not particularly
significant to these operations, are available in adequate quantities.
Flow Control and Marine Segment
-------------------------------
The Target Rock subsidiary of the Corporation manufactures and refurbishes
highly engineered valves of various types and sizes, such as hydraulically
operated, motor operated and solenoid operated globe, gate, control and safety
relief valves, which are used to control the flow of liquids and gases, and
provide safe relief in the event of system overpressure. They are used
primarily in United States Navy nuclear propulsion systems, in new and existing
commercial nuclear and fossil fuel power plants and in facilities for process
steam regeneration in the petroleum, paper and chemical industries. It also
supplies actuators and controllers for Target Rock manufactured valves as well
as for valves manufactured by others.
The Corporation's Buffalo, New York facility produces, on its extrusion
press, custom extruded shapes and seamless pipe of varying wall sizes from
various alloys for use in U.S. Navy ships, including the nuclear propulsion
systems utilized by such ships.
Sales to commercial users are accomplished through independent marketing
representatives and by direct sales. Sales for United States Government use
are made by responding directly to requests for proposals from customers and
through the use of marketing representatives.
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Strong competition in valves is encountered primarily from a small number
of experienced domestic firms in the military market, and from a larger number
of domestic and foreign sources in the commercial market. Some firms,
competing with the Buffalo facility, employ processes different from the
extrusion process in the production of competing products. The products of the
Flow Control and Marine Segment are sold to customers who are sophisticated and
demanding. Performance, quality, technology, production methods, delivery and
price are the principal areas of competition.
Raw materials are generally available in adequate supply from a number of
suppliers. The business of this segment is not materially dependent upon any
single source of supply.
The dollar amount of the Flow Control and Marine segment backlog of orders
at January 31, 1995 was $33.8 million as compared with $43.4 million at January
31, 1994. Of the January 31, 1995 backlog, approximately 54% is expected to be
delivered during 1995. Despite a declining market, Target Rock has been able
to increase its market share and to maintain its sales volume. Target Rock's
business, especially the production of valves for the United States Navy, is
characterized by long lead times from order placement to delivery. The
business of this segment is not seasonal.
Target Rock offers its packless electronic control valve as a replacement
item for competitors' commercial valves containing packing. The success of
this valve is dependent upon the future application of stringent new Federal
standards limiting air pollution from "fugitive" emissions from valves now
widely in use.
A substantial amount of the sales in the Flow Control and Marine segment
are made to the Westinghouse Electric Corporation for United States Government
end use. The loss of this customer would have a material adverse effect on
this segment. U.S. Government direct and end use sales of this segment in
1994, 1993 and 1992 were $16.8, $16.9 and $20.6 million, respectively.
Other Information
-----------------
Government Sales
----------------
In 1994, 1993 and 1992, direct sales to the United States Government and
sales for United States Government end use aggregated 31%, 34% and 36%,
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
Target Rock must absorb most of any over-run of "target" costs. In the event
that there is a cost underrun, however, the customer is to recoup the larger
portion of the underrun.
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, 3
and 4 to the Consolidated Financial Statements, on pages 19 and 20 of the 1994
Annual Report to Stockholders, which is attached hereto as Exhibit 13 and
hereinafter referred to as the "Registrant's Annual Report".) In the case of
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most Flow Control and Marine 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
------------------------
Research and development expenditures of the Corporation amounted to
approximately $1.2 million in 1994 as compared to about $1.4 million in 1993
and $1.6 million in 1992 for Corporation-sponsored activities. During 1994
Curtiss-Wright spent an additional $9.1 million for customer-sponsored
development work. 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. The Corporation 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
------------------------
The effect of compliance upon the Corporation with present legal
requirements concerning protection of the environment is described in the
material in Note 13 to the Consolidated Financial Statements which appears on
page 23 of the Registrant's Annual Report and is incorporated by reference in
this Form 10-K Annual Report.
Employees
---------
At the end of 1994, the Corporation had approximately 1,500 employees.
Most production employees are represented by labor unions and are covered by
collective bargaining agreements.
Certain Financial Information
-----------------------------
The material in Note 20 to the Consolidated Financial Statements, which
appears on Pages 25 and 26 of the Registrant's Annual Report, 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 has been derived from European operations of MIC. The
Corporation does not regard the risks attendant to these foreign operations to
be materially greater than those applicable to its business in the U.S.
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Item 2. Properties.
--------------------
The principal physical properties of the Corporation and its subsidiaries
are described below:
Owned/
Location Description(1) Leased Principal Use
------------- --------------- ---------- ----------------------------------
Wood-Ridge, 2,322,000 Owned(2) Multi-tenant industrial
New Jersey sq. ft. on rental facility.
144 acres
Fairfield, 450,000 Owned(3) Manufacture of actuation
New Jersey sq. ft. on and control systems
39 acres (Aerospace segment).
Buffalo, 267,000 Owned Extrusion of shapes and
New York sq. ft. on pipe (Flow Control and Marine,
14 acres Industrial and Aerospace
segments).
Brampton, 87,000 Owned Shot-peening and peen-forming
Ontario, sq. ft. on operations (Aerospace segment).
Canada 8 acres
East 195,000 Owned(4) Manufacture of valves (Flow
Farmingdale, sq. ft. on Control and Marine segment).
New York 11 acres
Shelby, 56,000 Owned Manufacture of actuation and
No. Carolina sq. ft on control systems (Aerospace
29 acres segment).
Columbus, 75,000 Owned Heat-treating (Industrial
Ohio sq. ft. on segment).
9 acres
Deeside, 81,000 Owned Shot-peening and peen forming
Wales sq. ft. on (Aerospace segment).
United Kingdom 2.2 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) Approximately 1,991,000 square feet are leased to others and approximately
another 331,000 square feet are vacant and available for lease.
(3) Approximately 247,000 square feet are leased to other parties.
(4) Title to approximately six acres of land and the building located thereon
is held by the Suffolk County Industrial Development Agency in connection with
the issuance of an industrial revenue bond.
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It is the policy of the Corporation to lease to others those portions of
its facilities that it does not fully utilize.
In addition to the properties listed above, MIC (Aerospace and Industrial
segments) leases an aggregate of approximately 346,000 square feet of space at
eighteen different locations in the United States and England and owns build-
ings encompassing about 326,000 square feet in fourteen different locations in
the United States, France, Germany, and England. Curtiss-Wright Flight
Systems/Shelby, Inc. leases a 25,000 square foot building in Lattimore, North
Carolina for warehouse purposes.
The Corporation leases approximately 14,000 square feet of office space in
Lyndhurst, New Jersey, for its corporate office.
It is the Corporation's opinion that the buildings on the properties
referred to in this Item generally are well maintained, in good condition, and
are suitable and adequate for the uses presently being made of them by the
Corporation. No examination of titles to properties owned by the Corporation
has been made for the purposes of this Form 10-K Report.
The following undeveloped tracts, owned by the Registrant, are not
attributable to a particular industry segment and are being held for sale:
Hardwick Township, New Jersey, 678 acres; Perico Island, Florida, 158 acres,
the bulk of which is below water; Washington Township, New Jersey, 33 acres;
and Nantucket, Massachusetts, 33 acres. Curtiss-Wright of Canada Inc. owns a
building containing approximately 44,000 square feet of commercial space
located in London, Ontario, Canada. Pursuant to the termination of manufac-
turing operations in 1992, this building is now being offered for sale. A
32,000 square foot building on 2.6 acres of land owned by MIC in Wyandanch, New
York and no longer needed for its shot-peening operations is also being offered
for sale. In addition, the Registrant 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.
--------------------------
1. In October 1989 a joint and several liability claim in an unspecified
amount was brought by the State of New Jersey Department of Environmental
Protection against the Registrant and a dozen or more other corporations under
the Comprehensive Environmental Response, Compensation and Liability Act for
reimbursement of costs incurred by the State in response to the release of
hazardous substances at Sharkey Landfill site in Parsippany, New Jersey, for a
future declaratory judgment in favor of the State with respect to all future
such costs and for penalties and costs of enforcement, including attorney fees.
The case was subsequently consolidated for all purposes with U.S. v. CMDG
Realty Co., et al., a parallel action by the U.S. Environmental Protection
Agency in which the Registrant was not a defendant. Both cases are pending in
the U.S. District Court for the District of New Jersey. A third-party
complaint in both cases has been filed against approximately thirty industrial
concerns, forty governmental instrumentalities and forty transporters, alleging
that each of them is liable in some measure for the costs related to the site.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
Not applicable.
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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:
Name Principal Occupation and Employment Age
------------------------- ---------------------------------------------- ----
Shirley D. Brinsfield Chairman (since March 1990) and President from
July 1991 to May 1993. 72
David Lasky President (since May 1993); previously Senior
Vice President, General Counsel and Secretary. 62
Robert E. Mutch Executive Vice President; President (since July
1991), Vice President and General Manager (since
1987) of Curtiss-Wright Flight Systems, Inc., a
wholly-owned subsidiary. 50
Gerald Nachman Executive Vice President; President of Metal
Improvement Company, Inc., a wholly-owned sub-
sidiary. 65
George J. Yohrling Vice President; Senior Vice President (since
July 1991); Vice President and General Manager
of Curtiss-Wright Flight Systems/Shelby, Inc.,
a wholly-owned subsidiary, (since 1985). 54
Robert A. Bosi Vice President-Finance (since January 1993);
Treasurer, 1989-1993. 39
Dana M. Taylor, Jr. Secretary, General Counsel (since May 1993);
Assistant General Counsel (July 1992 to May
1993); Senior Attorney (February 1979 -
July 1992). 62
Gary Benschip Treasurer (since January 1993); Assistant
Treasurer, 1991 to January 1993; 1989-1991
Financial Consultant. 47
Kenneth P. Slezak Controller (since July, 1990); Corporate
Director, Operational Analysis, March -
July, 1990. 43
The executive officers of the Registrant are elected annually by the Board
of Directors at its organization meeting in May 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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PART II
=========
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.
------------------------------------------------------------------------------
See the information contained in the Registrant's Annual Report on page 28
under the captions "Common Stock Price Range" and "Dividends," and on the in-
side back cover, under the captions "Stock Exchange Listing," and "Common
Stockholders," which information is incorporated herein by reference. The
approximate number of record holders of the Common Stock, $1.00 par value, of
Registrant was 6,300 as of March 10, 1995.
Item 6. Selected Financial Data.
---------------------------------
See the information contained in the Registrant's Annual Report on page 28
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 at pages 9
through 13, under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," 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, 1994,
1993 and 1992, page 15.
Consolidated Balance Sheets at December 31, 1994 and 1993, page 16.
Consolidated Statements of Cash Flows for the years ended December 31,
1994, 1993 and 1992, page 17.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1994, 1993 and 1992, page 18.
Notes to Consolidated Financial Statements, pages 19 through 26,
inclusive, and selected quarterly financial data on page 27.
The Report of Independent Accountants for the three years ended December
31, 1994, 1993 and 1992, page 14.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------
Not applicable.
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PART III
==========
Item 10. Directors and Executive Officers of the Registrant.
-------------------------------------------------------------
Information required in connection with directors and executive officers
is set forth under the title "Executive Officers of the Registrant," in Part I
hereof, at pages 13 and 14, and under the caption "Election of Directors," in
the Registrant's Proxy Statement, which information is incorporated herein by
reference.
Item 11. Executive Compensation.
---------------------------------
Information required by this Item is included under the captions
"Executive Compensation" and in the "Summary Compensation Table" in the
Registrant's Proxy Statement, which information is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
-------------------------------------------------------------------------
See the following portions of the Registrant's Proxy Statement, all of
which information is incorporated herein by reference: (i) the material under
the caption "Security Ownership and Transactions with Certain Beneficial
Owners" and (ii) 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 the 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,
1994, 1993 and 1992.
(ii) Consolidated Balance Sheets at December 31, 1994 and 1993.
(iii) Consolidated Statements of Cash Flows for the years ended December
31, 1994, 1993 and 1992.
(iv) Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1994, 1993 and 1992.
(v) Notes to Consolidated Financial Statements and selected quarterly
financial data.
(vi) The Report of Independent Accountants for the years ended December
31, 1994, 1993 and 1992.
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(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 16 through 17.
The Report of Independent Accountants on Financial Statement Schedules
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 inform-
ation is included in the financial statements or notes thereto.
(a)(3) Exhibits:
(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).
(3)(ii) By-Laws as amended May 9, 1989 (incorporated by reference to
Exhibit 3(b) to Amendment No. 1 to Registrant's Form 10-Q
Report for the quarter ended March 31, 1989) and Amendment
dated May 11, 1993 (incorporated by reference to Exhibit 3(ii)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993).
(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 October 29, 1991 between
Registrant, the Lenders parties thereto from time to time, the
Issuing Banks referred to therein and Mellon Bank, N.A.
Article I Definitions, Section 1.01 Certain Definitions;
Article VII Negative Covenants, Section 7.07, Limitation on
Dividends and Stock Acquisitions (incorporated by reference to
Exhibit 10(b), to Registrant's Form 10-Q Report for the
quarter ended September 30, 1991). Amendment No. 1 dated
January 7, 1992 and Amendment No. 2 dated October 1, 1992 to
said Agreement (incorporated by reference to Exhibit 4(ii) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993). Third Amendment to Credit Agreement dated
as of October 29, 1994.
(4)(iii) Short Term Credit Agreement dated as of October 29, 1994
among Curtiss-Wright Corporation, as Borrower, the Lenders
Parties and Mellon Bank, N.A., as Agent.
(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).
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14
(ii) Curtiss-Wright 1989 Restricted Stock Purchase Plan (incorporated
by reference to Exhibit 10(iii) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1988).
(iii) Curtiss-Wright Corporation 1985 Stock Option Plan, as amended
(incorporated by reference to Exhibit 4(iii) to Registrant's
Form S-8 Registration Statement and Exhibit 4(i) to post-
effective amendment No. 1 filed November 24, 1993, Registra-
tion No. 2-99113).
(iv) 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).
(v) Retirement Benefits Restoration Plan as amended May 9, 1989,
(incorporated by reference to Exhibit 10(b) to Registrant's
Form 10-Q Report for the quarter ended September 30, 1989).
(vi) Curtiss-Wright Corporation Retirement Plan dated September 1,
1994.
(vii) Curtiss-Wright Corporation Savings and Investment Plan dated
March 1, 1995
(13) Annual Report to Stockholders for the year ended December 31, 1994.
(21) Subsidiaries of the Registrant.
(23) Consents of Experts & Counsel-see Consent of Independent Accountants.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three months ended December 31,
1994.
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15
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)
David Lasky
David Lasky, President
Date: March 31, 1995
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 31, 1995 Robert A. Bosi
Robert A. Bosi,
Vice President - Finance
Date: March 31, 1995 Kenneth P. Slezak
Kenneth P. Slezak, Controller
Date: March 22, 1995 Thomas R. Berner
Thomas R. Berner, Director
Date: March 22, 1995 Shirley D. Brinsfield
Shirley D. Brinsfield, Director
Date: March 31, 1995 John S. Bull
John S. Bull, Director
Date: March 31, 1995 David Lasky
David Lasky, President
Date: March 22, 1995 William W. Sihler
William W. Sihler, Director
Date: March 31, 1995 J. McLain Stewart, Director
J. McLain Stewart, Director
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16
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Curtiss-Wright Corporation
Our audit of the consolidated financial statements referred to in our report
dated February 6, 1995, appearing on page 14 of the 1994 Curtiss-Wright
Corporation Annual Report (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, the Financial Statement Schedule presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
Price Waterhouse LLP
Price Waterhouse LLP
Morristown, NJ
February 6, 1995
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17
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1994, 1993 and 1992
(In thousands)
Additions
--------------------
Balance at Charged to Other Balance at
Beginning Costs & 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, 1994 $ 893 $ 32 $231(B) $ 694
Year-ended
December 31, 1993 $1,031 $ 16 $154(B) $ 893
Year-ended
December 31, 1992 $ 864 $ 194 $ 27(B) $1,031
Deferred tax asset
valuation allowance:
Year-ended
December 31, 1994 $5,861 $ 193 $594(C) $5,460
Year-ended
December 31, 1993 $ - $5,861(A) $ - $5,861
Notes:
(A) Includes a deferred tax benefit of an additional capital loss carry-
forward identified in the fourth quarter of 1993.
(B) Write off of bad debts.
(C) Utilization of tax benefits under capital loss carryforward.
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18
EXHIBIT INDEX
===============
The following is an index of the exhibits included
in this report or incorporated herein by reference.
Exhibit No. Name Page
------------ --------------------------------------------------------- ------
(a)(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).
(a)(3)(ii) By-Laws as amended May 9, 1989 (incorporated by reference *
to Exhibit 3(b) to Amendment No. 1 to Registrant's Form
10-Q Report for the quarter ended March 31, 1989) and
Amendment dated May 11, 1993 (incorporated by reference to
Exhibit 3(ii) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993).
(a)(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 sub-
sidiaries 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).
(a)(4)(ii) Revolving Credit Agreement dated October 29, 1991 between *
Registrant, the Lenders parties thereto from time to time,
the Issuing Banks referred to therein and Mellon Bank, N.A.
Article I Definitions, Section 1.01 Certain Definitions;
Article VII Negative Covenants, Section 7.07, Limitation on
Dividends and Stock Acquisitions (incorporated by reference
to Exhibit 10(b), to Registrant's Form 10-Q Report for the
quarter ended September 30, 1991). Amendment No. 1 dated
January 7, 1992 and Amendment No. 2 dated October 1, 1992
to said Agreement (incorporated by reference to Exhibit 4(ii)
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993).
Third Amendment to Credit Agreement
dated as of October 29, 1994. 20
(a)(4)(iii) Short Term Credit Agreement dated as of October 29, 1994
among Curtiss-Wright Corporation, as Borrower, the Lenders
parties and Mellon Bank, N.A. 25
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19
Exhibit No. Name Page
------------ --------------------------------------------------------- ------
(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 1989 Restricted Stock Purchase Plan (incor- *
porated by reference to Exhibit 10(iii) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1988).
(10)(iii)** Curtiss-Wright Corporation 1985 Stock Option Plan, as *
amended (incorporated by reference to Exhibit 4(iii) to
Registrant's Form S-8 Registration Statement and Exhibit
4(i) to post-effective amendment No. 1 filed November 24,
1993, Registration No. 2-99113).
(10)(iv)** 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).
(10)(v)** Retirement Benefits Restoration Plan as amended May 9, 1989, *
(incorporated by reference to Exhibit 10(b) to Registrant's
Form 10-Q Report for the quarter ended September 30, 1989).
(10)(vi)** Curtiss-Wright Corporation Retirement Plan dated September 79
1, 1994
(10)(vii)** Amended Curtiss-Wright Corporation Savings and Investment
Plan dated March 1, 1995. 162
(13) Annual Report to Stockholders for the year ended December
31, 1994 212
(21) Subsidiaries of the Registrant 255
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants 256
(27) Financial Data Schedule 257
[FN]
* Incorporated by reference as noted.
** Management contract or compensatory plan or arrangement.
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