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Exhibit Index: Page 26
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, 1993
[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 2iling
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 No x
----- -----
The aggregate market value of the voting stock held by non-affiliates(*) of the
Registrant is $ 84,061,337 (based on the closing price of the Registrant's
Common Stock on the New York Stock Exchange on March 15, 1994 of $35.50).
[FN]
(*)Shares held by former subsidiaries of Teledyne, Inc. have been excluded from
this computation soley 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.
-1-
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 11, 1994
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, 1993 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 1994
Annual Meeting of Stockholders are incorporated by reference into Parts II and
III.
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 1993.
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 (formerly General Dynamics) F-16, and McDonnell Douglas F/A-18
fighter planes, the Boeing 737, 747, 757 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. These are ongoing commitments for new F-16 aircraft from
Lockheed/Fort Worth Company for the U.S. Air Force and for foreign military
customers. LEFRAs provided for an Air Force retrofit program are scheduled to
be completed in 1994. Work on the F-16 is 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. In
1993, Flight Systems obtained a sole-source contract from Lockheed covering its
requirements for LEFRA to support such sales. This potentially significant
contract can generate a high volume of sales but is not expected to fully
replace the volume that has been experienced from the U.S. Air Force programs.
-2-
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. In 1993 it received further
funding to proceed with F-22 engineering and manufacturing development valued
at approximately $24 million to be performed during the next three years.
An award was received in 1993 for an engineering manufacturing and
development phase contract for the FA-18E/F Lex Vent Drive System 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.
Flight Systems is developing a complete overhaul service for the airlines of
transmissions and actuators previously manufactured by it for Boeing 737 and
747 aircraft. Overhaul services are also provided for other Boeing 727 and 737
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. While an aircraft
manufacturer usually awards a contract of several years duration to one system
supplier, "second sourcing" is becoming more prevalent. 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. Flight Systems maintains field marketing
offices in Texas and California.
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. The continued stretch
out of orders from McDonnell Douglas and British Aerospace is expected to
adversely impact sales to an extent not presently determinable.
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 Buffalo Facility, a division of the Corporation, extrudes preforms for
tactical missile motor cases and offers titanium shapes used for aircraft
structural support.
The Corporation offers replacement parts for Curtiss-Wright reciprocating and
turbo-jet propulsion engines to military agencies of foreign governments and,
to a lesser extent, the U. S. Government. Sales are derived primarily from the
receipt of orders by users of previously manufactured aircraft engines. It
also manufactures windshield wiper systems for marine and aircraft use which
are sold primarily by direct sales.
-3-
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 Lockheed Corporation for F-16 fighter
aircraft for U. S. and foreign government end use or 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, 1994 was $104.3
million as compared with $96.2 million as of January 31, 1993. Of the January
31, 1994 amount, approximately 39% is expected to be shipped during 1994. 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 agricultural equipment, construction equipment,
automotive 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 is 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 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 facility produces custom extruded shapes
and seamless alloy, stainless steel and titanium pipe 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. In addition, excess capacity exists in
the industry because of the sharp reduction in military procurements and the
effects of the recession. 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-seven
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.
The backlog of the Industrial segment (which has historically been low
relative to sales of the segment) as of January 31, 1994 was $2.8 million as
compared with $3.8 million as of January 31, 1993. All of the January 31, 1994
backlog is expected to be shipped in 1994. None of the business of this
segment is seasonal. Raw materials, though not particularly significant to
these operations, are available in adequate quantities.
-4-
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. These products are sold for use by the
Nuclear Navy by direct sales.
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.
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, 1994 was $43.4 million as compared with $46.6 million at January
31, 1993. Of the January 31, 1994 backlog, approximately 49.6% is expected to
be delivered during 1994. 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 is anticipating an increase in demand for its packless electronic
control valve as a replacement item for competitors' commercial valves
containing packing, as a result of 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 1993 and
1992 were $16.9 and $20.6 million, respectively.
-5-
OTHER INFORMATION
Government Sales
In 1993, 1992 and 1991, direct sales to the United States Government and
sales for United States Government end use aggregated 34%, 36% and 34%,
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 termination, there
generally are provisions for recovery by the Corporation of its allowable 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 21 and 23 of the 1993
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
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 $1.4 million in 1993 as compared to about $1.6 million in 1992
and $2.3 million in 1991. All research and development expenditures were spent
on Corporation sponsored activities for 1993 and 1992. 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
pages 30 and 31 of the Registrant's Annual Report and is incorporated by
reference in this Form 10-K Annual Report.
Employees
At the end of 1993, the Corporation had approximately 1,550 employees. Most
production employees are represented by labor unions and are covered by
collective bargaining agreements.
-6-
Certain Financial Information
The material in Note 21 to the Consolidated Financial Statements, which
appears on Page 37 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 (basically those 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.
Item 2. Properties.
- --------------------
The principal physical properties of the Corporation and its subsidiaries
are described below:
Descrip- Owned/
Location tion(1) Leased(5) 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 and
New Jersey sq. ft. on control systems
39 acres (Aerospace segment).
Buffalo, 267,000 Owned Extrusion of shapes and pipe
New York sq. ft. on (Flow Control and Marine,
14 acres Industrial and Aerospace
segments).
Brampton, 87,000 Owned Shot peening & 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, 59,000 Owned Manufacture of actuation and
North Carolina sq. ft on control systems (Aerospace
6.2 acres segment).
Columbus, 75,000 Owned Heat treating (Industrial
Ohio sq. ft. segment).
Deeside, 81,000 Owned Shot peening and peen forming
Wales sq. ft. (Aerospace segment).
United Kingdom
-7-
(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 1,926,000 square feet are leased to others and
approximately another 396,000 square feet are vacant and available for
lease.
(3)Approximately 197,000 square feet are leased to other parties and
approximately another 50,000 square feet are available for lease.
(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.
(5)Generally, the leases under the Industrial Revenue Financing Programs
referred to above provide that upon expiration and payment of the related
bonds, title will be transferred to the Corporation on payment of a
minimal amount.
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 300,000 square feet of space at
nineteen different locations in the United States and England and owns
buildings encompassing about 326,000 square feet in fifteen 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.
Curtiss-Wright of Canada owns a building containing approximately 44,000
square feet of commercial space located in London, Ontario, Canada. Pursuant
to the termination of manufacturing operations, this building is now being
offered for sale.
The Corporation leases approximately 17,000 square feet of office space in
Lyndhurst, New Jersey, for its executive offices.
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 of the Corporation: Hardwick
Township, New Jersey, 679 acres; Perico Island, Florida, 158 acres, the bulk of
which is below water; Reno vicinity, Nevada, 44 acres; Washington Township, New
Jersey, 33 acres; and Nantucket, Massachusetts, 33 acres. 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.
-8-
Item 3. Legal Proceedings.
- --------------------------
1. The material in Note 10 to the Consolidated Financial Statements which
appears on page 28 of the Registrant's Annual Report is incorporated by
reference in this Form 10-K Annual Report.
2. 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.
3. Caldwell Trucking Superfund Site. Registrant incorporates by reference
its response to Item 1 to Form 10-Q for the quarter ended June 30, 1993.
Registrant further states that following said reporting period in December 1993
Registrant and seven other companies considered by the U. S. Environmental
Protection Agency ("EPA") to be potentially responsible parties signed a
consent order with the EPA, the New Jersey Department of Environment and Energy
and the U. S. Department of Interior. The order provides that, among other
things, the parties perform groundwater and natural resources investigation and
remediation activities. The consent order also released parties from past
costs, future federal oversight costs and all other natural resource damage.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
Not applicable.
-9-
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. 71
David Lasky President (from May 1993); previously Senior Vice
President, General Counsel and Secretary. 61
Robert E. Mutch Executive Vice President; President, since July
1991, Vice President and General Manager since
1987, Director of Operations 1985-1987 of
Curtiss-Wright Flight Systems, Inc., a wholly-
owned subsidiary since 1982. 49
Gerald Nachman Executive Vice President; President of Metal
Improvement Company, Inc., a wholly-owned
subsidiary. 64
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. 53
Robert A. Bosi Vice President - Finance since January 1993;
Treasurer, 1990-1993; Treasurer 1988-1989 of
Essex Chemical Corporation. 38
Dana M. Taylor, Jr. Secretary, General Counsel (from May 1993);
Assistant General Counsel (July 1992 to May 1993);
Senior Attorney (February 1979 - July 1992). 61
Gary Benschip Treasurer since January 1993; Assistant Treasurer,
1991 to January 1993; 1989-1991 Financial
Consultant; 1988-1989, Treasurer of Amerace
Corporation. 46
Kenneth P. Slezak Controller; Vice President and Controller, Plessey
Dynamics Corp., 1986-1990. 42
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.
-10-
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 43
under the captions "Common Stock Price Range" and "Dividends," and on the
inside 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 6,800 as of March 11, 1994.
Item 6. Selected Financial Data.
- ---------------------------------
See the information contained in the Registrant's Annual Report on pages 42
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 8
through 15, 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,
1993, 1992 and 1991, page 16.
Consolidated Balance Sheets at December 31, 1993 and 1992, pages 17
and 18.
Consolidated Statements of Cash Flows for the years ended December
31, 1993, 1992 and 1991, page 19.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1993, 1992 and 1991, page 20.
Notes to Consolidated Financial Statements, pages 21 through 39,
inclusive, which include selected quarterly financial data.
The Report of Independent Accountants for the two years ended December
31, 1993, page 41.
The Report of Independant Accountants for the year ended December 31, 1991,
is included herein on page 17.
-11-
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
- ------------------------------------------------------
Information required by this Item is included under the caption "Independent
Public Accountants" in the Registrant's Proxy Statement, dated March 17, 1994,
filed with the Securities and Exchange Commission in accordance with Regulation
14A ("Registrant's Proxy Statement"), which information is incorporated herein
by reference.
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 16 and 17, and under the caption "Election of Directors," in
the Registrant's Proxy Statement, which information is incorporated herein by
reference.
Dana M. Taylor, Jr., Secretary of the Registrant was late in filing his
initial Form 3 report following his becoming an officer. However, he did not
have any transactions in the Corporation's stock between when he became an
officer and when the report was filed.
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.
-12-
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, 1993, 1992 and 1991.
(ii) Consolidated Balance Sheets at December 31, 1993 and 1992.
(iii) Consolidated Statements of Cash Flows for the years ended December
31, 1993, 1992 and 1991.
(iv) Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1993, 1992 and 1991.
(v) Notes to Consolidated Financial Statements.
(vi) The Report of Independent Accountants for the two years ended
December 31, 1993. In addition, the Report of Independent
Accountants for the year ended December 31, 1991 is included
herein on page 17.
(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 18 through 25
The Report of Independent Accountants on Financial Statement Schedules
Schedule I - Marketable Securities - Other Investments
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and Amortization of Property,
Plant and Equipment.
Schedule VIII - Valuation and Qualifying Accounts.
Schedule IX - Short Term Borrowings
Schedule X - Supplementary Income Statement Information.
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.
-13-
(a)(4) 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.
(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.
(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 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, Registration 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).
-14-
(a) (4) Exhibits (continued):
(13) Annual Report to Stockholders for the year ended December 31,
1993.
(22) Subsidiaries of the Registrant.
(24) Consents of Experts and Counsel - see Consent of Independent
Accountants.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three months ended
December 31, 1993
-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)
By: David Lasky
David Lasky
President
Date: March 28, 1994
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 28, 1994 By: Robert A. Bosi
Robert A. Bosi
Vice President
Date: March 28, 1994 By: Kenneth P. Slezak
Kenneth P. Slezak
Controller
Date: March 28, 1994 By: Thomas R. Berner
Thomas R. Berner
Director
Date: March 28, 1994 By: Shirley D. Brinsfield
Shirley D. Brinsfield
Director
Date: March 28, 1994 By: John S. Bull
John S. Bull
Director
Date: March 28, 1994 By: John B. Morris
John B. Morris
Director
Date: March 28, 1994 By: William W. Sihler
William W. Sihler
Director
Date: By:
J. McLain Stewart
Director
-16-
certified public accountants
COOPERS & LYBRAND
REPORT of INDEPENDENT ACCOUNTANTS
To the Directors and Stockholders
of Curtiss-Wright Corporation:
We have audited the consolidated statements of earnings, cash flows and
stockholders' equity of Curtiss Wright Corporation and Subsidiaries for the
year ended December 31, 1991 which are incorporated by reference in this
Annual Report on Form 10K. We have also audited the related financial
statement schedules listed in Item 14(a)(2) of this Form 10K for the year
ended December 31, 1991. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of their operations and cash
flows of Curtiss-Wright Corporation and Subsidiaries for the year ended
December 31, 1991 in conformity with generally accepted accounting principles.
In addition, in our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial statements taken as
a whole presents fairly, in all material respects, the information required to
be included therein.
As discussed in Note 10 to the consolidated financial statements in December
1990, the U. S. government filed a complaint against Target Rock Corporation, a
wholly-owned subsidiary of the Corporation, asserting claims under the False
Claims Act and at common law based on alleged embezzlements from Target Rock
and labor mischarging to Government subcontracts issued to Target Rock. The
ultimate outcome of the litigation cannot presently be determined.
Accordingly, no provision for any liability that may result upon adjudication
has been made in the accompanying consolidated financial statements.
COOPERS & LYBRAND
COOPERS & LYBRAND
1301 Avenue of the Americas
New York, New York
February 10, 1992
-17-
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of Curtiss-Wright Corporation
Our audit of the consolidated financial statements referred to in our report
dated February 14, 1994, appearing on page 41 of the 1993 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 Schedules listed in Item 14(a)(2) of this
Form 10-K. In our opinion, these Financial Statement Schedules present fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PRICE WATERHOUSE
PRICE WATERHOUSE
Hackensack, NJ
February 14, 1994
-18-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
as of December 31, 1993
(In thousands)
---------------------------- ----------------------------
Amount at Which Each
Number of Shares Market Value Portfolio of Equity
or Units - of Each Security Issues and
Principal Amount Cost of Issue at Each Other Security
Name of Issuer of Bonds and Each Balance Issue Carried in
and Title of Each Issue Notes Issue Sheet Date the Balance Sheet
Money Market Preferred Stocks:
Van Kempen Merit Trust for
Insured Municipals 3,000 $ 3,000 $ 3,000 $ 3,000
Van Kampen Merritt Trust for
Investment Grade Municipals 2,000 2,000 2,000 2,000
Muni-Yield FLA Insured Fund 3,000 3,000 3,000 3,000
Brooklyn Union Gas Company 1,000 1,000 1,000 1,000
Duff and Phelps Utility Fund 2,000 2,000 2,000 2,000
Fujitec Capital Corporation 5,000 5,000 5,000 5,000
General Electric Capital Corp. 3,000 3,000 3,000 3,000
Alcoa International Holdings Co 4,000 4,000 4,000 4,000
Potomac Electric Power Co 5,000 5,000 5,000 5,000
Central Power and Light Co 4,000 4,000 4,000 4,000
Pioneer International Limited 5,000 5,000 5,000 5,000
Redland Preferred Stock plc 1,994 1,994 1,994 1,994
Elf Aquitaine U.K.
(Holdings) plc 5,000 5,000 5,000 5,000
Utility Common Stocks(1) 366,400 10,667 10,673 10,667
Common Stocks(1) 5,957 150 202 150
------- ------- -------
$54,811 $54,869 $54,811
======= ======= =======
(1) Securities of any one individual issuer do not exceed 2% of total assets of $236,947,000.
-19-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT and EQUIPMENT
for the years ended December 31, 1993, 1992 and 1991
(In thousands)
(A)
Transfers
(to) from
Balance at Other Balance at
Classification Beginning Additions Retire- Classifi- (B) End of
---------------- of Period at Cost ments cations Other Period
PROPERTY USED in OPERATIONS:
Year ended December 31, 1993:
Land $ 4,931 $ 1 $ 62 $ 4,994
Build'gs & build'g improvements 74,878 $ 272 1,498 679 76,783
Leasehold improvements 3,208 195 46 (468) 2,591
Machinery and equipment 116,364 3,134 3,788 (1,926) 115,092
Office furniture and fixtures 6,450 36 1,017 67 7,498
Construction in progress 3,321 $ 4,914 52 (6,350) 1,833
-------- ------- ------ ------- ------- --------
$209,152 $ 4,914 $3,689 $ - $(1,586) $208,791
======== ======= ====== ======= ======== ========
Year ended December 31, 1992:
Land $ 5,133 $ 191 $ (11) $ 4,931
Build'gs & build'g improvements 75,208 1,798 1,496 $ (28) 74,878
Leasehold improvements 3,122 400 608 (122) 3,208
Machinery and equipment 115,428 4,773 6,077 (368) 116,364
Office furniture and fixtures 6,949 751 239 13 6,450
Construction in progress 6,058 $ 6,752 6 (9,038) (445) 3,321
-------- ------- ------ ------- ------- --------
$211,898 $ 6,752 $7,919 $ (629) $ (950) $209,152
======== ======= ====== ======= ======== ========
Year ended December 31, 1991:
Land $ 4,904 $ 229 $ 5,133
Build'gs & build'g improvements 75,031 $ 46 229 $ (6) 75,208
Leasehold improvements 2,978 128 294 (22) 3,122
Machinery and equipment 112,249 3,377 6,641 (85) 115,428
Office furniture and fixtures 6,963 693 696 (17) 6,949
Construction in progress 6,561 $ 7,651 (8,089) (65) 6,058
-------- ------- ------ ------- ------- --------
$208,686 $ 7,651 $4,244 $ - $ (195) $211,898
======== ======= ====== ======= ======= ========
continued on next page
-20-
(A)
Transfers
(to) from
Balance at Other Balance at
Classification Beginning Additions Retire- Classifi- (B) End of
---------------- of Period at Cost ments cations Other Period
PROPERTY NOT USED in OPERATIONS:
Year ended December 31, 1993
Land $ 3,985 $ 63 $ (4) $ 3,918
Build'gs & build'g improvements 635 (21) 614
-------- ------- ------ ------- ------- --------
$ 4,620 $ 63 $ (25) $ 4,532
======== ======= ====== ======= ======= ========
Year ended December 31, 1992
Land $ 3,891 $ 94 $ 3,985
Build'gs & build'g improvements 100 535 635
-------- ------- ------ ------- ------- --------
$ 3,991 $ 629 $ 4,620
======== ======= ====== ======= ======= ========
Year ended December 31, 1991
Land $ 3,891 $ 3,891
Build'gs & build'g improvements 100 100
-------- ------- ------ ------- ------- --------
$ 3,991 $ 3,991
======== ======= ====== ======= ======= ========
Notes (applicable to each year presented):
(A) Transfers from construction in progress and transfers to property not used in operations.
(B) Foreign currency translation adjustments.
Supplemental disclosure information:
1. Depreciation methods are described in Note 1-E to Consolidated Financial
Statements of the 1993 Annual Report
2. Annual provisions for depreciation have been calculated in accordance with
the following range of useful lives:
Buildings and building improvements 4 to 40 years
Leasehold improvements 5 to 20 years
Machinery and equipment 2 to 15 years
Office furniture and fixtures 3 to 10 years
-21-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION and AMORTIZATION of
PROPERTY, PLANT and EQUIPMENT
for the years ended December 31, 1993, 1992 and 1991
(In thousands)
Transfers
Additions (to) from
Balance at Charged to Other Balance at
Beginning of Costs & Retire- Classifi- End of
Classification Period Expenses ments cations(A) Other(B) Period
PROPERTY USED in OPERATIONS:
Year Ended December 31, 1993:
Buildings and building improvements $ 53,119 $ 2,237 $ 3 $(119) $ 55,234
Leasehold improvements 1,577 184 170 (83) 1,508
Machinery and equipment 70,170 8,249 2,653 (504) 75,262
Office furniture and fixtures 4,655 813 32 (79) 5,357
-------- ------- ------- ------ ------ --------
$129,521 $11,483 $2,858 $(785) $137,361
======== ======= ======= ====== ====== ========
Year ended December 31, 1992:
Buildings and building improvements $ 51,862 $ 2,391 $1,105 $ (29) $ 53,119
Leasehold improvements 1,512 282 324 107 1,577
Machinery and equipment 65,444 8,433 3,868 161 70,170
Office furniture and fixtures 4,492 802 694 55 4,655
-------- ------- ------- ------ ------ --------
$123,310 $11,908 $5,991 $ 294 $129,521
======== ======= ======= ====== ====== ========
Year ended December 31, 1991:
Buildings and building improvements $ 49,519 $ 2,360 $ 8 $ (5) $ (4) $ 51,862
Leasehold improvements 1,251 329 90 28 (6) 1,512
Machinery and equipment 59,561 8,508 2,619 (23) 17 65,444
Office furniture and fixtures 4,081 916 501 (4) 4,492
-------- ------- ------- ------ ------ --------
$114,412 $12,113 $3,218 - $ 3 $123,310
======== ======= ======= ====== ====== ========
PROPERTY NOT USED in OPERATIONS:
Year ended December 31, 1993:
Buildings and building improvements $ 98 $ 2 $ 100
======== ======= ======= ====== ====== ========
Year ended December 31, 1992:
Buildings and building improvements $ 93 $ 5 $ 98
======== ======= ======= ====== ====== ========
Year ended December 31, 1991:
Buildings and building improvements $ 88 $ 5 $ 93
======== ======= ======= ====== ====== ========
Notes (applicable to each year presented):
(A) Reclassifications
(B) Foreign currency translation adjustments
-22-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE VIII - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1993, 1992 and 1991
(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(A) Period
Deducted from assets to which
they apply:
Reserves for doubtful accounts
and notes:
Year-ended December 31, 1993 $1,031 $ 16 $154 $ 893
====== ==== ==== ======
Year-ended December 31, 1992 $ 864 $194 $ 27 $1,031
====== ==== ==== ======
Year-ended December 31, 1991 $ 618 $633 $387 $ 864
====== ==== ==== ======
Note:
(A) Write off of bad debts.
-23-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
for the years ended December 31, 1993, 1992 and 1991
(In thousands)
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest Rate
Category of Aggregate at End of Interest During the During the During the
Short-Term Borrowings Period Rate Period Period(2) Period(3)
Year-ended December 31, 1993
Notes payable to bank(1) $ 0 - $ 0 $ 0 -
======= ======= ======= ======= =======
Year-ended December 31, 1992
Notes payable to bank(1) $ 0 - $ 0 $ 0 -
======= ======= ======= ======= =======
Year-ended December 31, 1991
Notes payable to bank(1) $ 0 - $ 3,000 $ 750 8.31%
======= ======= ======= ======= =======
(1) Notes payable to banks represent borrowings under lines of credit borrowing arrangements which have
no termination date, but are reviewed annually for renewal and First Bank Acceptance borrowings,
which are for a 30 day minimum period.
(2) The average amount outstanding during the period was computed by dividing the total of month-end
outstanding principal balances by 12.
(3) The weighted average interest rate during the period was computed by dividing the actual interest
expense by the average short-term debt outstanding.
-24-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
for the years ended December 31, 1993, 1992 and 1991
(In thousands)
Charged to Costs and Expenses
-------------------------------------
Item 1993 1992 1991
- -------------------------- ------ ------ ------
Maintenance and repairs $6,113 $6,411 $7,539
====== ====== ======
Local property taxes $2,906 $2,860 $2,725
====== ====== ======
[FN]
Note: The items not listed do not exceed one percent of total sales and
revenues or are furnished in the financial statements or the notes thereto.
-25-
EXHIBIT INDEX
=================
Exhibit No. Name Page
- ----------- ----------------------------------------------------- ----
(3) (ii) Amendment to Registrant's By-Laws dated May 11, 1993 27
(13) Annual Report to Stockholders for the year ended
December 31, 1993 28
(22) Subsidiaries of the Registrant 75
(24) Consents of Experts and Counsel - see Consent of
Independent Accountants 76
-26-