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Exhibit Index - Page 22
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_______ to________
Commission File Number 1-134
CURTISS-WRIGHT CORPORATION
--------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-0612970
------------------------------ --------------------------------
(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 $126,397,420 (based on the closing price of the Registrant's
Common Stock on the New York Stock Exchange on March 7, 1997 of $53.00.
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 7, 1997
------- ----------------------------
Common Stock, par value $1 per share 5,079,783
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of the Registrant to stockholders for the year
ended December 31, 1996 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 1997
Annual Meeting of Stockholders are incorporated by reference into Part III.
- ---------------------
* Shares held by Unitrin, Inc. and Argonaut Group, Inc. have been excluded from
the amount shown solely because of the definition of the term "affiliate" in the
regulations promulgated pursuant to the Securities Exchange Act of 1934. Also,
for purposes of this computation, all directors and executive officers of
Registrant have been deemed to be affiliates, but the Registrant disclaims that
any of such directors or officers is an affiliate. See material referred to
under Item 12, below.
Page 2
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 1996.
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.
Aerospace & Marine Segment
---------------------------
Control and actuation systems are designed, developed, manufactured and
overhauled by the Corporation for the aerospace industry by Curtiss-Wright
Flight Systems, Inc. ("Flight Systems"), a wholly-owned subsidiary of the
Registrant. Manufactured products offered consist of electro-mechanical and
hydro-mechanical actuation components and systems which are designed to position
aircraft control surfaces, or to operate canopies, landing gear or weapon bay
doors or other devices. They include actuators and control systems for the
Lockheed Martin F-16 and McDonnell Douglas F/A-18 fighter planes, the Boeing
737, 747, 757, 767 and 777 jet airliners and the Sikorsky Black Hawk and Seahawk
helicopters.
In 1996 Flight Systems began production deliveries of trailing edge flap
rotary actuators for Boeing 767 aircraft and trailing edge flap transmissions
for the new Boeing 737-700 aircraft. These production contracts run through the
year 2002. Flight Systems also manufactures trailing edge flap transmissions for
the Boeing 757 aircraft.
Page 3
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 substantial production on this program is not
expected for several years, the design phase has been completed, test hardware
has been delivered and the system's hardware qualification test phase is now
proceeding.
Flight Systems continues to 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 an engineering and manufacturing development
program. Flight Systems began delivering hardware in 1996 and has completed
safety of flight testing. Qualification testing is proceeding.
Engineering, manufacturing and development work is also proceeding for the
FA-18E/F Lex Vent Drive System under a contract awarded in 1993, with actual
production currently scheduled to begin in 1999.
Flight Systems' manufactured products are sold in competition with a number
of other systems suppliers, some of which have broader product lines and
financial resources greater than those of the Corporation and significant
technological and human resources. This Curtiss-Wright unit and these suppliers
compete to have their systems selected to perform control and actuation
functions on new aircraft. Flight Systems competes primarily on the basis of
engineering capability, quality and price. Competition has intensified because
of relatively low production levels for military aircraft in recent years and a
limited number of new production programs for both military and commercial
aircrafts. Flight Systems has achieved some degree of success in capturing
programs for which it was not the original supplier, such as the actuators and
transmissions referred to above for the Boeing 767 and 757 aircraft. Products
are marketed directly to Flight Systems' customers by employees.
Page 4
Flight Systems also provides the commercial airlines, military and general
aviation with component overhaul and repair services. Before 1996 Flight
Systems' overhaul activities were in large measure limited to furnishing spare
parts for, and the overhaul and repair of components that it had manufactured.
The scope of overhaul services was increased in 1996, with the acquisition of
the Accessory Services unit of Aviall, Inc. This acquisition expanded Flight
Systems' overhaul capability to include a variety of hydraulic, pneumatic,
mechanical, electro-mechanical, electrical and electronic components found on
Boeing, McDonnell Douglas, Lockheed Martin and Airbus aircraft. Curtiss-Wright
Flight Systems Europe A/S (an 80% owned subsidiary located in Denmark) provides
overhaul and repair services, spare parts and components to the European and
North African markets.
Flight Systems' overhaul services are sold in competition with a number of
other overhaul and repair facilities. Competition in the overhaul business is
based upon quality, delivery and price. Marketing is accomplished through sales
representatives and by direct sales. The overhaul business is not dependent upon
any single customer.
Metal Improvement Company, Inc. ("MIC"), a wholly-owned subsidiary of the
Corporation, 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 Airbus and
McDonnell Douglas commercial aircraft.
Page 5
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 Page 5 quality
provide it with a competitive advantage.
Curtiss-Wright Flow Control Corporation ("CWFC"), formerly named Target
Rock Corporation, a wholly-owned subsidiary of the Corporation, manufactures and
refurbishes highly engineered valves of various types and sizes, such as motor
operated and solenoid operated globe, gate, control and safety relief valves.
The ultimate customer for the CWFC valves for the marine industry is the U.S.
Navy, which uses them in nuclear propulsion systems. CWFC also supplies
actuators and controllers for valves of its own manufacture as well as for
valves manufactured by others. Sales are made by responding directly to requests
for proposals from customers. The production of valves for the U. S. Navy is
characterized by long lead times from order placement to delivery. CWFC'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, CWFC has been able to increase its market
share and to maintain its sales volume. Performance, quality, technology,
delivery and price are the principal areas of competition.
Although the Aerospace & Marine segment had no single customer that
accounted for 10% or more of total sales in 1996 and 1995, the Corporation
believes that the segment would be materially affected by the loss of any one of
several important customers. A substantial portion of segment sales are made to
the Boeing Company for commercial transport aircraft and to Lockheed Martin
Corporation for F-22 engineering and design work and for F-16 actuators. A
substantial amount of the sales of CWFC are made to the Westinghouse Electric
Corporation for United States Navy end use. Furthermore, the possibility of
future reductions in military programs due to reduced spending continues to
Page 6
exist. U.S. Government direct and end use sales of this segment in 1996, 1995
and 1994 were $37.4, $38.0 and $44.0 million, respectively.
The backlog of the Aerospace & Marine segment as of January 31, 1997 was
$102.1 million as compared with $119.4 million as of January 31, 1996. Of the
January 31, 1997 amount, approximately 64% is expected to be shipped during
1997. 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
performing shot peening and heat treating for a broad spectrum of industrial
customers, principally in the automotive, agricultural equipment, construction
equipment and oil and gas industries. Heat treating is a metallurgical process
used primarily to harden metals in order to provide increased durability and
service life. MIC marketing and sales activity are done on a direct sales basis.
Operations are conducted in facilities in the United States, Canada, England,
France and Germany. Although numerous companies compete in the shot-peening
field, and many customers for shot-peening services have the resources to
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. 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.
The Corporation's Flight Systems subsidiary 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 limited commercial sales have
commenced.
Page 7
The CWFC subsidiary of the Corporation manufactures and refurbishes highly
engineered valves of various types and sizes for commercial markets, such as
motor operated and solenoid operated globe, gate, control and safety relief
valves. These valves are used to control the flow of liquids and gases, and to
provide safe relief in the event of system overpressure 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 its own valves as well as for valves
manufactured by others. CWFC'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.
CWFC's products are sold to domestic and foreign end users. Foreign sales
have been for use in nuclear power plant construction projects principally for
Asian markets.
Strong competition in valves is encountered primarily from a large number
of domestic and foreign sources in the commercial market. Sales to commercial
users are accomplished through independent marketing representatives and by
direct sales. These 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, 1997 was $2.8
million as compared with $ 4.4 million as of January 31, 1996. Virtually all of
the January 31, 1997 backlog is expected to be shipped in 1997. None of the
business of this segment is seasonal. Raw materials, though not particularly
significant to these operations, are available in adequate quantities.
Page 8
Other Information
-----------------
Government Sales
- ----------------
In 1996, 1995 and 1994, direct sales to the United States Government and
sales for United States Government end use aggregated 23%, 25% and 31%,
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 CWFC must
absorb most of any overrun of "target" costs. In the event that there is a cost
underrun, however, the customer is to recoup a portion of the underrun based
upon a formula in which the customer's portion increases as the underrun exceeds
certain established levels.
It is the policy of the Corporation to seek customary progress payments on
certain of its contracts. Where such payments are obtained by the Corporation
under United States Government prime contracts or subcontracts, they are secured
by a lien in favor of the Government on the materials and work in process
allocable or chargeable to the respective contracts. (See Notes 1.C, 4 and 5 to
the Consolidated Financial Statements, on pages 25, 26 and 27 of the 1996 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
Page 9
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 $997,000 in 1996 as compared to about $1,180,000 in 1995 and
$1,196,000 in 1994. During 1996, Curtiss-Wright spent an additional $ 15,248,000
for customer-sponsored development work. The Corporation owns and is licensed
under a number of United States and foreign patents and patent applications
which have been obtained or filed over a period of years. The Corporation does
not consider that the successful conduct of its business is materially dependent
upon the protection of any one or more of these patents, patent applications or
patent license agreements under which it now operates.
Environmental Protection
- ------------------------
The effect of compliance upon the Corporation with present legal
requirements concerning protection of the environment is described in the
material in Note 11 to the Consolidated Financial Statements which appears on
page 30 of the Registrant's Annual Report and is incorporated by reference in
this Form 10-K Annual Report.
Employees
- ---------
At the end of 1996, the Corporation had approximately 1,700 employees. Most
production employees are represented by labor unions and are covered by
collective bargaining agreements.
Certain Financial Information
- -----------------------------
Page 10
The industry segment information is described in the material in Note 15 to
the Consolidated Financial Statements, which appears on Pages 32 and 33 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 segments).
Shelby, 121,000 Owned(5) Manufacture and overhaul of
North Carolina sq. ft. on actuation and control systems
29 acres. (Aerospace & Marine segment).
Miami, Florida 65,000 Leased Overhaul of aircraft components
sq. ft. on (Aerospace & Marine segment).
2.6 acres.
Columbus, 75,000 Owned Heat-treating
Ohio sq. ft. on (Industrial segment).
9 acres
Page 11
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 2,230,000 square feet are leased to others and
approximately another 92,000 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 was expanded in
1996 because of new contractual 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 304,000 square feet of
space at nineteen different locations in the United States and England and owns
buildings encompassing about 294,000 square feet in fifteen different locations
in the United States, France, Germany, Belgium and England. Curtiss-Wright
Flight Systems, 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 8,000 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.
Page 12
The following undeveloped tracts, owned by the Registrant, are not
attributable to a particular industry segment and are being held for sale:
Hardwick Township, New Jersey, 678 acres; 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.
A portion of the Perico Island property, and all of the Nantucket parcel, are
covered by contracts for their sale. 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 the ordinary course of business, the Corporation and its
subsidiaries are subject to various pending claims, lawsuits and contingent
liabilities. The Corporation does not believe that disposition of any of these
matters will have a material adverse effect on the Corporation's consolidated
financial position or results of operations. 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 1993);
previously Senior Vice President, General Counsel and
Secretary. 64
Robert E. Mutch Executive Vice President; President of Curtiss-Wright
Flight Systems, Inc., a wholly-owned subsidiary. 52
Page 13
Gerald Nachman Executive Vice President; President of Metal Improvement
Company, Inc., a wholly-owned subsidiary. 67
George J. Yohrling Vice President; Senior Vice President since July 1996 of
Curtiss-Wright Flight Systems, Inc., a wholly-owned
subsidiary; previously Vice President and General Manager
of Curtiss-Wright Flight Systems/Shelby, Inc., then a
wholly owned subsidiary. 56
Martin A. Benante Vice President (since April 1996); President (since March
1995) of Curtiss-Wright Flow Control Corporation
("CWFC") a wholly owned subsidiary; previously Vice
President/General Manager of CWFC. 44
Robert A. Bosi Vice President-Finance (since January 1993); previously
Treasurer. 41
Dana M. Taylor, Jr. Secretary, General Counsel (since May 1993); Assistant
General Counsel (July 1992 to May 1993); previously
Senior Attorney. 64
Gary J. Benschip Treasurer (since January 1993); previously Assistant
Treasurer. 49
Kenneth P. Slezak Controller (since July, 1990). 45
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
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Item 5. Market for Registrant's Common Stock
and Related Stockholder Matters.
- ---------------------------------------------
See the information contained in the Registrant's Annual Report on page 35
under the captions "Common Stock Price Range," "Dividends," and "Stock Exchange
Listing" which informa tion is incorporated herein by reference. The approximate
number of record holders of the Common Stock, $1.00 par value, of Registrant was
4,500 as of March 14, 1997.
Page 14
Item 6. Selected Financial Data.
- ---------------------------------
See the information contained in the Registrant's Annual Report on page 34
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 16
through 19, 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,
1996, 1995 and 1994, page 21.
Consolidated Balance Sheets at December 31, 1996 and 1995, page 22.
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994, page 23.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1996, 1995 and 1994, page 24.
Notes to Consolidated Financial Statements, pages 25 through 33,
inclusive, and Quarterly Results of Operations on page 34 .
Report of Independent Accountants for the three years ended December
31, 1996, 1995 and 1994, page 20.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
- ------------------------------------------------
Not applicable.
Page 15
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
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Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K.
- -----------------------------------------------
Page 16
(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, 1996, 1995 and 1994.
(ii) Consolidated Balance Sheets at December 31, 1996 and 1995.
(iii) Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994.
(iv) Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1996, 1995 and 1994.
(v) Notes to Consolidated Financial Statements.
(vi) Report of Independent Accountants for the years ended December
31, 1996, 1995 and 1994.
(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 20 through 21.
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 through January 30, 1997
(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).
Page 17
(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). Fourth
Amendment to Credit Agreement dated as of October 29,
1996.
(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). First Amendment to Short
Term Credit Agreement dated as of October 26, 1996.
(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).
Page 18
(vi) Curtiss-Wright Corporation Savings and Investment Plan
dated March 1, 1995 (incorporated by reference to Exhibit
(10)(vii) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994).
(vii) Curtiss-Wright Corporation 1996 Stock Plan for
Non-Employee Directors (incorporated by reference to
Exhibit 4.1 to Registrant's Form S-8 Registration
Statement No. 96583181, filed June 19, 1996).
(13) Annual Report to Stockholders for the year ended December 31,
1996.
(21) Subsidiaries of the Registrant.
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three months ended December
31, 1996.
Page 19
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 14, 1997
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 14, 1997 By: /s/ Robert A. Bosi
Robert A. Bosi
Vice President - Finance
Date: March 14, 1997 By: /s/ Kenneth P. Slezak
Kenneth P. Slezak
Controller
Date: March 11, 1997 By: /s/ Thomas R. Berner
Thomas R. Berner
Director
Date: March 11, 1997 By: /s/ James B. Busey
James B. Busey IV
Director
Date: March 14, 1997 By: /s/ David Lasky
David Lasky
Director
Date: March 14, 1997 By: /s/ William B. Mitchell
William B. Mitchell
Director
Date: March 13, 1997 By: /s/ John R. Myers
John R. Myers
Director
Date: March 11, 1997 By: /s/ William W. Sihler
William W. Sihler
Director
Date: March , 1997 By:
J. McLain Stewart
Director
Page 20
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
Our audits of the consolidated financial statements referred to in our report
dated January 30, 1997 appearing on page 20 of the 1996 Curtiss-Wright
Corporation Annual Report (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a)(2) of this
Form 10-K. In our opinion, 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 30, 1997
Page 21
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1996, 1995 and 1994
(In thousands)
Additions
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts - Deductions - End of
Description of Period Expenses Describe Describe Period
Deducted from assets to which they apply:
Reserves for doubtful accounts and notes:
Year-ended December 31, 1996 $ 760 $506 $ 300(A) $ 9 $1,557
======= ==== ======== ====== ======
Year-ended December 31, 1995 $ 694 $ 93 $ 27 $ 760
======= ==== ======= =====
Year-ended December 31, 1994 $ 893 $ 32 $ 231(C) $ 694
======= ==== ======= =====
Deferred tax asset valuation allowance:
Year-ended December 31, 1996 $1,094 $171 $ 289(D) $1,212
====== ==== ====== ======
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
====== ==== ======= ======
Notes:
(A) Acquired from the purchase of Accessory Services business.
(B) Expiration of available capital-loss carryforwards.
(C) Write off of bad debts.
(D) Utilization of tax benefits under capital-loss carryforward.
Page 22
EXHIBIT INDEX
-------------
The following is an index of the
exhibits included in this report or
incorporated herein by reference.
Exhibit Name Page
No.
(3)(i) Restated Certificate of Incorporation, as amended May 8, 1987 *
(incorporated by reference to Exhibit 3(a) to Registrant's Form
10-Q Report for the quarter ended June 30, 1987).
(3)(ii) By-Laws as amended through January 30, 1997. 24
(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).
Fourth Amendment to Credit Agreement dated as of October 29,
1996. 54
(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).
Page 23
First Amendment to Short Term Credit Agreement dated as of
October 26, 1996. 61
(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).
(10(vii)** Curtiss-Wright Corporation 1996 Stock Plan for Non-Employee *
Directors (incorporated by reference to Exhibit 4.1 to Registrant's
Form S-8 Registration Statement No. 96583181 filed June 19, 1996).
(13) Annual Report to Stockholders for the year ended December 31,
1996 (only those portions expressly incorporated herein by
reference in this document are deemed "filed.") 67
(21) Subsidiaries of the Registrant 107
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants 108
(27) Financial Data Schedule 109
- ------------------------
* Incorporated by reference as noted.
** Management contract or compensatory plan or arrangement.