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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, 1995
[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 $126,174,306 (based on the closing price of the Registrant's
Common Stock on the New York Stock Exchange on March 14, 1996 of $51.00.
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 14, 1996
- - ------------------------------------ -----------------------------
Common Stock, par value $1 per share 5,076,306
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of the Registrant to stockholders for the year
ended December 31, 1995 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 1996
Annual Meeting of Stockholders are incorporated by reference into Part III.
[FN]
(*) Shares held by former subsidiaries of Teledyne, Inc. have been excluded
from the amount shown solely because of the definition of the term "affiliate"
in the regulations promulgate 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 of officers is an affiliate. See material referred to
under Item 12, below.
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 1995. 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 two industry segments;
Aerospace & Marine, and Industrial. The Corporation revised its industry
segment presentation in 1995 to better align its current components of revenue
producing products and services to the markets served.
In June 1995 the Corporation sold its Buffalo extrusion facility. Its
operations were not material to the Corporation's sales or profits in 1995.
Aerospace & Marine 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 Martin 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. In 1995 Flight Systems entered into agreements with
the Boeing Commercial Airplane Group to supply trailing edge flap transmissions
for Boeing 757 aircraft, trailing edge flap rotary actuators for Boeing 767
aircraft and trailing edge flap transmissions for the redesigned Boeing 737
aircraft. These production contracts run through the year 2002.
Flight Systems also provides the airlines and other aircraft users with
overhauls of transmissions and actuators previously manufactured by it for
Boeing 737 and 747 aircraft and other components for the Lockheed Martin L-1011
aircraft and the Grumman F-14A fighter plane. Overhaul services are also
provided for other Boeing aircraft components originally manufactured by other
Boeing suppliers. These services, as well as spare parts and components, are
offered by Flight Systems and by Curtiss-Wright Flight Systems Europe A/S (an
80% owned subsidiary).
Flight Systems provides the Leading Edge Flap Rotary Actuators (LEFRA) for
the F-16 aircraft. There are ongoing commitments for new F-16 aircraft from
the Lockheed Martin/Fort Worth Company for foreign military customers. In
recent years, work on the F-16 has been the largest production program at
Flight Systems. Future government orders for this aircraft are uncertain and
the potential for the F-16 is largely dependent on Lockheed Martin's foreign
sales.
Flight Systems is a major supplier for the Lockheed Martin 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 qualification testing and initial hardware phase of this engineering and
manufacturing development program.
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 which
is also in the qualification testing and initial hardware phase of this
engineering and manufacturing development program.
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.
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. This operation
competes primarily on the basis of engineering capability, quality and price.
Competition has intensified because relatively few new aircraft models have
been produced in recent years. Products are marketed directly to Flight
Systems' customers by employees.
Metal Improvement Company, Inc. ("MIC"), a wholly-owned subsidiary of the
Registrant, 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.
Target Rock Corporation ("Target Rock"), a wholly-owned subsidiary of the
Registrant, 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 for use in United States Navy nuclear propulsion systems.
It also supplies actuators and controllers for Target Rock manufactured valves
as well as for valves manufactured by others. Sales are made by responding
directly to requests for proposals from customers and through use of marketing
representatives. The production of valves for the United States Navy is
characterized by long lead times from order placement to delivery. Target
Rock's customers are sophisticated and demanding. Strong competition in valves
is encountered primarily from a small number of domestic firms in the military
market. Despite a declining market, Target Rock has been able to increase its
market share and to maintain its sales volume. Performance, quality,
technology, production methods, delivery and price are the principal areas of
competition.
The business of the Aerospace & Marine 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 Martin Corporation for F-22
engineering and design work and to the Boeing Company for commercial transport
aircraft. A substantial amount of the sales of Target Rock are made to the
Westinghouse Electric Corporation for United States Navy end use. 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 programs
due to reduced spending continues to exist. U.S. Government direct and end use
sales of this segment in 1995, 1994 and 1993 were $38.0, $44.0 and $52.4
million, respectively.
The backlog of the Aerospace & Marine Segment as of January 31, 1996 was
$119.4 million as compared with $107.3 million as of January 31, 1995. Of the
January 31, 1996 amount, approximately 46% is expected to be shipped during
1996. None of the business of this segment is seasonal. Raw materials are
generally available in adequate quantities from a number of suppliers.
Industrial Segment
The MIC subsidiary of the Corporation is engaged in the business of per-
forming 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 perform such services themselves, MIC believes that its greater technical
know-how provides it with a competitive advantage. MIC experiences substantial
competition from other companies in heat-treating metal components. Substantial
numbers of industrial firms elect to perform shot peening and heat treating for
themselves. MIC also competes on the basis of quality, service, price and
delivery.
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.
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(TM). 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 commenced in 1995.
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, which are used 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. Target Rock's packless electronic
control valve is offered 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. Target Rock's
products are sold to domestic and foreign end users. Foreign sales have been
for use in nuclear power plant construction projects principally for the Asian
market.
Strong competition in valves is encountered primarily from a larger number
of domestic and foreign sources in the commercial market. Sales to commercial
users are accomplished through independent marketing representatives and by
direct sales. These valve products are sold to customers who are sophisticated
and demanding. Performance, quality, technology, delivery and price are the
principal areas of competition.
The business of the Industrial segment is not materially dependent upon
any single source of supply. The backlog of this segment (which has
historically been low relative to sales of the segment) as of January 31, 1996
was $4.4 million as compared with $11.7 million as of January 31, 1995.
Virtually all of the January 31, 1996 backlog is expected to be shipped in
1996. None of the business of this segment is seasonal. Raw materials, though
not particularly significant to these operations, are available in adequate
quantities.
Other Information
Government Sales
In 1995, 1994 and 1993, direct sales to the United States Government and
sales for United States Government end use aggregated 39%, 31% 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 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 overrun 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 22 and 24 of the
1995 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 valve products for United States Government end use, the subcontracts
typically provide for the retention by the customer of stipulated percentages
of the contract price, pending completion of contract closeout conditions.
Research and Development
Research and development expenditures sponsored by the Corporation amounted
to approximately $1,180,000 in 1995 as compared to about $1,196,000 in 1994 and
$1,420,000 in 1993. During 1995, Curtiss-Wright spent an additional $17.4
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 require-
ments concerning protection of the environment is described in the material in
Note 12 to the Consolidated Financial Statements which appears on page 28 of
the Registrant's Annual Report and is incorporated by reference in this Form
10-K Annual Report.
Employees
At the end of 1995, 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 Industry Segment information is described in the material in Note 19
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. 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.
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
26.7 acres (Aerospace & Marine segment).
Brampton, 87,000 Owned Shot-peening and peen-forming
Ontario, sq. ft. on operations (Aerospace &
Canada 8 acres Marine segment).
East 195,000 Owned(4) Manufacture of valves
Farmingdale, sq. ft. on (Aerospace & Marine
New York 11 acres and Industrial segment.)
Shelby, 56,000 Owned(5) Manufacture and overhaul of
North Carolina sq. ft on actuation and control systems
29 acres. (Aerospace & Marine 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 & Marine 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 2,302,000 square feet are leased to others and approximately
another 20,000 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.
(5) The Corporation's facility in Shelby, North Carolina is being expanded in
1996 because of new contract awards and increases in commercial overhaul
activities.
In addition to the properties listed above, MIC (Aerospace & Marine and
Industrial segments) leases an aggregate of approximately 365,000 square feet
of space at nineteen different locations in the United States and England and
owns buildings encompassing about 286,000 square feet in thirteen 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 Flight Systems Europe
A/S, an 80% owned subsidiary, leases 28,000 square feet of space in Karup,
Denmark.
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 attrib-
utable to a particular industry segment and are being held for sale: Hardwick
Township, New Jersey, 678 acres; Fairfield, New Jersey, 12.3 acres subdivided
from the Fairfield facility's property; Perico Island, Florida, 158 acres, the
bulk of which is below water; and Nantucket, Massachusetts, 33 acres. In 1995
4.8 acres in South Hackensack, New Jersey were sold to the property's Lessee
and a 44,000 square foot building in Ontario, Canada formerly used by
Curtiss-Wright of Canada, Inc. and a 32,000 square foot building in Wyandanch,
New York, formerly used by MIC were also sold. In addition, 33 acres of vacant
land in Washington Township, New Jersey were sold in January 1996. 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.
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 ("DEP") against the Registrant and a dozen or more other corpor-
ations 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 ("EPA") in which the Registrant was not a defendant. Both
cases are pending in the U.S. District Court for the District of New Jersey.
Site remediation is proceeding pursuant to the terms of a consent decree with
the DEP and EPA which was filed with the court in December 1994. A third-party
complaint in both cases which had been filed against approximately thirty
industrial concerns, forty governmental instrumentalities and forty trans-
porters, alleging that each of them is liable in some measure for the costs
related to the site, is in the discovery phase.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
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
- - ------------------ ------------------------------------------------------ ----
David Lasky Chairman (since May 1995) and President (since May 63
1993); previously Senior Vice President, General
Counsel and Secretary
Robert E. Mutch Executive Vice President; President (since July 51
1991), Vice President and General Manager (since
1987) of Curtiss-Wright Flight Systems, Inc., a
wholly-owned subsidiary.
Gerald Nachman Executive Vice President; President of Metal 66
Improvement Company, Inc., a wholly-owned subsidiary.
George J. Yohrling Vice President; Senior Vice President (since July 55
1991); Vice President and General Manager of Curtiss-
Wright Flight Systems/Shelby, Inc., a wholly-owned
subsidiary, (since 1985).
Robert A. Bosi Vice President-Finance (since January 1993); 40
Treasurer, 1989-1993.
Dana M. Taylor, Jr. Secretary, General Counsel (since May 1993); 63
Assistant General Counsel (July 1992 to May 1993);
Senior Attorney (February 1979 - July 1992).
Gary J. Benschip Treasurer (since January 1993); Assistant Treasurer, 48
1991 to January 1993; 1989-1991 Financial Consultant.
Kenneth P. Slezak Controller (since July, 1990); Corporate Director, 44
Operational Analysis, March - July, 1990.
The executive officers of the Registrant are elected annually by the Board
of Directors at its organization meeting in April and hold office until the
organization meeting in the next subsequent year and until their respective
successors are chosen and qualified.
There are no family relationships among these officers, or between any of
them and any director of Curtiss-Wright Corporation, nor any arrangements or
understandings between any officer and any other person pursuant to which the
officer was elected.
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 33
under the captions "Common Stock Price Range," "Dividends," and "Stock Exchange
Listing" which information is incorporated herein by reference. The approx-
imate number of record holders of the Common Stock, $1.00 par value, of
Registrant was 6,000 as of March 14, 1996.
Item 6. Selected Financial Data.
See the information contained in the Registrant's Annual Report on page 32
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 13
through 16, 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, 1995,
1994 and 1993, page 18.
Consolidated Balance Sheets at December 31, 1995 and 1994, page 19.
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993, page 20.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1995, 1994 and 1993, page 21.
Notes to Consolidated Financial Statements, pages 22 through 31,
inclusive, and Quarterly Results of Operations on page 32.
Report of Independent Accountants for the three years ended December
31, 1995, 1994 and 1993, page 17.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
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 12 and 13, 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,
1995, 1994 and 1993.
(ii) Consolidated Balance Sheets at December 31, 1995 and 1994.
(iii) Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993.
(iv) Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1995, 1994 and 1993.
(v) Notes to Consolidated Financial Statements.
(vi) Report of Independent Accountants for the years ended December
31, 1995, 1994 and 1993.
(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 20 through 21.
The Report of Independent Accountants on Financial Statement
Schedule
Schedule II - Valuation and Qualifying Accounts
Schedules other than those listed above have been omitted since they
are not required, are not applicable, or because the required
information is included in the financial statements or notes
thereto.
(a)(3) Exhibits:
(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 (incorporated
by reference to Exhibit (4)(ii) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 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 (incorporated by reference to Exhibit (4)(iii) to
Registrant's Annual Report on Form 10-K for the year ended December 31, 1994).
(10) Material Contracts:
(i) Modified Incentive Compensation Plan, as amended November 9, 1989
(incorporated by reference to Exhibit 10(a) to Registrant's Form 10-Q Report
for the quarter ended September 30, 1989).
(ii) Curtiss-Wright Corporation 1995 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.1 to Registrant's Form S-8 Registration
Statement No. 95602114 filed December 15, 1995).
(iii) Standard Severance Agreement with Officers of Curtiss-Wright
(incorporated by reference to Exhibit 10(iv) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991).
(iv) Retirement Benefits Restoration Plan as amended May 9, 1989
(incorporated by reference to Exhibit 10(b) to Registrant's Form 10-Q Report
for the quarter ended September 30, 1989).
(v) Curtiss-Wright Corporation Retirement Plan dated September 1,
1994 (incorporated by reference to Exhibit (10)(vi) to Registrant's Annual
Report on Form10-K for the year ended December 31, 1994).
(vi) Curtiss-Wright Corporation Savings and Investment Plan dated
March 1, 1995 (incorporated by reference to Exhibit (10)(vii) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994).
(13) Annual Report to Stockholders for the year ended December 31, 1995.
(21) Subsidiaries of the Registrant.
(23) Consents of Experts & Counsel -see Consent of Independent Acountants.
(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, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CURTISS-WRIGHT CORPORATION
(Registrant)
By: /s/ David Lasky
David Lasky
Chairman and President
Date: March 21, 1996
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 18, 1996 By: /s/ Robert A. Bosi
Robert A. Bosi
Vice President - Finance
Date: March 18, 1996 By: /s/ Kenneth P. Slezak
Kenneth P. Slezak
Controller
Date: March 12, 1996 By: /s/ Thomas R. Berner
Thomas R. Berner
Director
Date: March 11, 1996 By: /s/ John S. Bull
John S. Bull
Director
Date: March 12, 1996 By: /s/ James B. Busey IV
James B. Busey IV
Director
Date: March 21, 1996 By: /s/ David Lasky
David Lasky
Director
Date: March 12, 1996 By: /s/ John R. Myers
John R. Myers
Director
Date: March 12, 1996 By: /s/ William W. Sihler
William W. Sihler
Director
Date: March 11, 1996 By: /s/ J. McLain Stewart
J. McLain Stewart
Director
REPORT OF INDEPENDENT ACCOUNTS ON FINANCIAL STATEMENT SCHEDULE
Our audits of the consolidated financial statements referred to in our report
dated January 31, 1996 appearing on page 17 of the Curtiss-Wright Corporation
1995 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, this Financial Statement Schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
January 31, 1996
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1995, 1994 and 1993
(In thousands)
---- Additions ----
Charged Charged
Balance at to to Other Bal at
Beginning Costs & Accts - Deduct'ns End of
Description of Period Expenses Describe Describe Period
- - ---------------------------- ------- ------- ---------- ------------ -------
Deducted from assets to which
they apply:
Reserves for doubtful accts
& notes:
Year-ended December 31, 1995 $ 694 $ 93 $ 27 $ 760
Year-ended December 31, 1994 $ 893 $ 32 $ 231(C) $ 694
Year-ended December 31, 1993 $1,031 $ 16 $ 154(C) $ 893
Deferred tax asset valuation
allowance:
Year-ended December 31, 1995 $5,460 $ 52 $(3,058)(B) $ 1,360(D) $1,094
Year-ended December 31, 1994 $5,861 $ 193 $ 594(D) $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) Expiration of available capital-loss carryforwards.
(C) Write off of bad debts.
(D) Utilization of tax benefits under capital-loss carryforward.
EXHIBIT INDEX
The following is an index of the exhibits included in this report or
incorporated herein by reference.
Exhibit No. Name Page
(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 (incorporated by reference to Exhibit (4)(ii) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 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. (incorporated by reference to Exhibit
(4)(iii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
(10)(i)** Modified Incentive Compensation Plan, as amended November 9, *
1989 (incorporated by reference to Exhibit 10(a) to
Registrant's Form 10-Q Report for the quarter ended September
30, 1989).
(10)(ii)** Curtiss-Wright Corporation 1995 Long-Term Incentive Plan *
(incorporated by reference to Exhibit 4.1 to Registrant's Form S-8
Registration Statement No. 95602114 filed December 15, 1995).
(10)(iii)** Standard Severance Agreement with Officers of Curtiss-Wright *
(incorporated by reference to Exhibit 10(iv) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991).
(10)(iv)** 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)(v)** Curtiss-Wright Corporation Retirement Plan dated September *
1, 1994 (incorporated by reference to Exhibit (10)(vi) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994).
(10)(vi)** Amended Curtiss-Wright Corporation Savings and Investment *
Plan dated March 1, 1995 (incorporated by reference to Exhibit
(10)(vii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
(13) Annual Report to Stockholders for the year ended December
31, 1995
(21) Subsidiaries of the Registrant
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants
(27) Financial Data Schedule
________________________
* Incorporated by reference as noted.
** Management contract or compensatory plan or arrangement.