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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, 1997
[ ] 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
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(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
1200 Wall Street West, Lyndhurst, N.J. 07071
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(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
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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 $191,255,645 (based on the closing price of the Registrant's
Common Stock on the New York Stock Exchange on March 23, 1998 of $38.44.
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 23, 1998
- ------------------------------------ ----------------------------
Common Stock, par value $1 per share 10,180,033
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of the Registrant to stockholders for the year
ended December 31, 1997 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 1998
Annual Meeting of Stockholders are incorporated by reference into Part III.
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* 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
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Pursuant to the Securities Exchange Act of 1934, the Registrant,
Curtiss-Wright Corporation hereby files its Form 10-K Annual Report for the year
1997. References in the text to the "Corporation," "Company," "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. The Company operates in two industry segments: Aerospace &
Marine, and Industrial.
AEROSPACE & MARINE SEGMENT
Flight Control Actuation Systems
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Flight control actuation systems and components are designed, developed and
manufactured by the Corporation for the aerospace industry. 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 Boeing 737, 747, 757, 767 and 777
jet airliners, the Lockheed Martin F-16 and Boeing (McDonnell Douglas) F/A-18
fighter planes, the Bell Boeing V-22 Osprey, and the Sikorsky Black Hawk and
Seahawk helicopters. In 1997 production deliveries of trailing edge flap
transmissions commenced for the new Boeing 757-300 aircraft. The Corporation
also designs and manufactures wing flap actuators for business jets.
Page 3
The Corporation is a major supplier for the Lockheed Martin F-22 Raptor
which has been described as the Air Force's future air superiority fighter. The
lead edge flap actuator system completed the qualification test phase in 1997.
The system's hardware qualification test phase is proceeding on the weapons bay
door systems and lead edge flap drive set. Substantial production on this
program is not expected for several years.
The Company continues to work on a control system for the new Bell/Boeing
tilt rotor V-22 aircraft. Qualification testing and initial hardware phase of an
engineering and manufacturing development program was completed in 1997 and low
level production has commenced.
Engineering, manufacturing and development work is also proceeding for the
FA-18E/F Lex Vent Drive System under a contract awarded in 1993, and low level
production has commenced with full production currently scheduled to begin in
2000.
The Corporation's manufactured products are sold in competition with a
number of other systems suppliers, some of which have broader product lines and
financial, technical, and human resources greater than those of the Company.
Curtiss-Wright and these suppliers compete to have their systems selected to
perform control and actuation functions on new aircraft. Competition is
primarily on the basis of engineering capability, quality and price and 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 aircraft. The Corporation has been successful in capturing
programs for which it was not the original supplier, such as the actuators and
transmissions for the Boeing 767 and 757 aircraft. The Company's products are
marketed directly to customers by employees of the Corporation.
Page 4
Component Overhaul & Repair
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Curtiss-Wright also provides commercial airlines, the military, and general
aviation customers with component overhaul and repair services. The Corporation
overhauls a variety of hydraulic, pneumatic, mechanical, electro-mechanical,
electrical and electronic components found on Boeing (McDonnell Douglas),
Lockheed Martin, Airbus and other aircraft. From its facility in Karup, Denmark,
the Company provides overhaul and repair services, spare parts and components to
the European and North African markets. In 1997 an overhaul services, marketing
and distribution center was established in Singapore.
Overhaul services are sold in competition with a number of other overhaul
and repair providers. 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 Treatment
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Curtiss-Wright also 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. The Corporation 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
then assembled to form the "wing skins" for many commercial, military and
executive aircraft in service today. Currently, the Company is peen-forming
"wing skins" for Airbus and Boeing (McDonnell Douglas) commercial aircraft.
Page 5
Marketing is accomplished through direct sales. While Curtiss-Wright
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 the
Corporation, the Company considers that its greater technical expertise and
superior quality provide it with a competitive advantage.
Valves
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The Corporation designs, 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 its
valves for the marine industry is the U.S. Navy, which uses them in nuclear
propulsion systems. Curtiss-Wright 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. The Company's customers are sophisticated and
demanding. Despite a declining market, the Corporation has been able to increase
its market share and to maintain its sales volume. Price, as well as
performance, quality, technology and delivery are the principal areas of
competition.
The Aerospace and Marine segment had one customer (Boeing for commercial
transport aircraft) which accounted for 20% and one customer (Westinghouse
Electric Company, division of CBS Corporation, for United States Navy end use)
which accounted for 11% of total sales in 1997, but no customer which provided
more than 10% of total sales in 1996 or 1995. The Corporation believes that this
segment would be materially affected by the loss of any one of these important
customers. A substantial portion of this segment's sales are also made to
Lockheed Martin Corporation for F-22 engineering and design work and for F-16
actuators. The possibility of future reductions on military programs due to
reduced spending continues to exist. U.S. Government direct and end use sales of
this segment in 1997, 1996 and 1995 were $42.4, $37.4 and $38.0 million,
respectively.
Page 6
The backlog of the Aerospace & Marine segment as of January 31, 1998 was
$141.7 million as compared with $102.1 million as of January 31, 1997. Of the
January 31, 1998 amount, approximately 61% is expected to be shipped during
1998. None of the business of this segment is seasonal. Raw materials are
generally available in adequate quantities from a number of suppliers.
INDUSTRIAL SEGMENT
Metal Treatment
- ---------------
Curtiss-Wright 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. Marketing and
sales activity are done on a direct sales basis. Operations are conducted in
facilities in the United States, Canada, England, France, Germany and Belgium.
Although numerous companies compete in the shot-peening field, and many
customers for shot-peening services have the resources to perform such services
themselves, Curtiss-Wright believes that its greater technical know-how provides
it with a competitive advantage. The Company experiences substantial competition
from other companies in heat-treating metal components. The Corporation also
competes on the basis of quality, service, price and delivery.
Page 7
Valves
- ------
The Company designs, 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
paper industry. It also supplies actuators and controllers for its own valves as
well as for valves manufactured by others. The Corporation'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.
Curtiss-Wright 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 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.
Page 8
Rescue Systems
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The Company has designed and developed a commercial rescue tool using its
power hinge aerospace technology which is being marketed under the name Power
Hawk.(TM) Various accessories and related equipment were added to the product
line in 1997. The primary use for this tool is the extrication of automobile
accident victims.
The business of the Industrial segment is not materially dependent upon any
single source of supply. The Industrial segment did not have a single customer
which accounted for 10% or more of total sales in 1997, 1996 and 1995. The
backlog of this segment as of January 31, 1998 was $14.4 million as compared
with $2.8 million as of January 31, 1997. Of the January 31, 1998 backlog, 47%
is expected to be shipped in 1998. 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 1997, 1996 and 1995, direct sales to the United States Government and
sales for United States Government end use aggregated 20%, 23% and 25%,
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
Curtiss-Wright 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.
Page 9
It is the policy of the Company 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, 27 and 28 of the 1997 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 Company amounted to
$1,877,000 in 1997 as compared to $997,000 in 1996 and $1,180,000 in 1995.
During 1997, Curtiss-Wright spent an additional $12,403,000 for
customer-sponsored development work as compared to $15,248,000 in 1996 and
$17,362,000 in 1995. 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. Curtiss- Wright 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.
Page 10
Environmental Protection
- ------------------------
The effect of compliance by the Corporation with present legal requirements
concerning protection of the environment is described in the material in Notes
1.H and 11 to the Consolidated Financial Statements which appear on pages 25 and
31 of the Registrant's Annual Report and is incorporated by reference in this
Form 10-K Annual Report.
Employees
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At the end of 1997 the Corporation had 1,884 employees, 297 of which were
represented by labor unions and were covered by collective bargaining
agreements.
Certain Financial Information
- -----------------------------
The industry segment information is described in the material in Note 15 to
the Consolidated Financial Statements, which appears on pages 33 and 34 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 Company has been derived from its
European metal treatment operations. The Company does not regard the risks
attendant to these foreign operations to be materially greater than those
applicable to its business in the U.S.
Page 11
Item 2. Properties.
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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 Metal treatment operations
Ontario, sq. ft. on (Aerospace & Marine
Canada 8 acres and Industrial segments).
East 215,000 Owned(4) Manufacture of valves
Farmingdale, sq. ft. on (Aerospace & Marine
New York 11 acres and Industrial segments).
Shelby, 121,000 Owned 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
sq. ft. on components (Aerospace &
2.6 acres. Marine segment).
Columbus, 75,000 Owned Metal treatment operations
Ohio sq. ft. on (Industrial segment).
9 acres
Deeside, 81,000 Owned Metal treatment operations
Wales sq. ft. on (Aerospace & Marine
United Kingdom 2.2 acres segment).
(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 2,260,000 square feet are leased to others and
approximately another 62,000 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.
Page 12
In addition to the properties listed above, the Corporation (Aerospace &
Marine and Industrial segments) leases an aggregate of approximately 345,000
square feet of space at twenty-four different locations in the United States and
England and owns buildings encompassing about 294,100 square feet in fourteen
different locations in the United States, France, Germany, Belgium and England.
It also leases a 25,000 square foot building in Lattimore, North Carolina for
warehouse purposes; 1,150 square feet of space in Singapore for overhaul
marketing purposes; and 8,000 square feet of space in Karup, Denmark for
overhaul purposes.
Curtiss-Wright leases approximately 14,000 square feet of office space in
Lyndhurst, New Jersey, for its corporate office.
It is the Company'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.
The following undeveloped tracts, owned by the Company, are not
attributable to a particular industry segment and are being held for sale:
Hardwick Township, New Jersey, 23 acres; Fairfield, New Jersey, 12.3 acres
subdivided from the Fairfield facility's property and Perico Island, Florida,
112 acres, the bulk of which is below water. In 1997 excess property consisting
of 655 acres of land in Hardwick Township, New Jersey, 33 acres of land in
Nantucket, Massachusetts, and 46 acres of land in Perico Island, Florida were
sold. The Corporation 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.
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In the ordinary course of business, the Corporation and its subsisidaires
are subject to various pending claims, lawsuits and contingent liabilities.
Curtiss-Wright does not believe that disposition of any of these matters will
have a material 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.
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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:
Page 13
Principal Occupation
Name and Employment Age
David Lasky Chairman (since May 1995) and President (since May 65
1993); previously Senior Vice President, General
Counsel and Secretary
Robert E. Mutch Executive Vice President; President of Curtiss-Wright 53
Flight Systems, Inc., a wholly-owned subsidiary
Gerald Nachman Executive Vice President; President of Metal 68
Improvement Company, Inc., a wholly-owned
subsidiary
George J. Yohrling Vice President; Executive Vice President since April 57
1997 of Curtiss-Wright Flight Systems, Inc., a wholly-
owned subsidiary; Senior Vice President from July
1996 to April 1997 of Curtiss-Wright Flight Systems,
Inc.; previously Vice President and General Manager
of Curtiss-Wright Flight Systems/Shelby, Inc., then a
wholly-owned subsidiary
Martin R. Benante Vice President (since April 1996); President (since 45
March 1995) of Curtiss-Wright Flow Control
Corporation ("CWFC") a wholly-owned subsidiary;
previously Vice President/General Manager of CWFC
Robert A. Bosi Vice President--Finance 42
Dana M. Taylor, Jr. Secretary, General Counsel (since May 1993); 65
previously Assistant General Counsel
Gary J. Benschip Treasurer 50
Kenneth P. Slezak Controller 46
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.
Page 13
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 37
under the captions "Common Stock Price Range," "Dividends," and "Stock Exchange
Listing" which information is incorporated herein by reference. The approximate
number of record holders of the Common Stock, $1.00 par value, of Registrant was
4,144 as of March 23, 1998.
Item 6. Selected Financial Data.
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See the information contained in the Registrant's Annual Report on page 35
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.
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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,
1997, 1996 and 1995, page 21.
Consolidated Balance Sheets at December 31, 1997 and 1996, page 22.
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995, page 23.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1997, 1996 and 1995, page 24.
Notes to Consolidated Financial Statements, pages 25 through 34,
inclusive, and Quarterly Results of Operations on page 35 .
Report of Independent Accountants for the three years ended December
31, 1997, 1996 and 1995, page 20.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
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Not applicable.
Page 14
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 page 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.
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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.
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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.
Page 15
PART IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K.
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(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, 1997, 1996 and 1995
(ii) Consolidated Balance Sheets at December 31, 1997 and 1996.
(iii) Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.
(iv) Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1997, 1996 and 1995.
(v) Notes to Consolidated Financial Statements.
(vi) Report of Independent Accountants for the years ended December
31, 1997, 1996 and 1995.
(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 20 and 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). Restated Certificate of Incorporation
as amended through April 18, 1997.
Page 16
(3)(ii) By-Laws as amended through January 30, 1997
(incorporated by reference to Exhibit (3)(ii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996).
(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). Fourth
Amendment to Credit Agreement dated as of October 29,
1996 (incorporated by reference to Exhibit (4)(ii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996). Fifth Amendment to Credit
Agreement dated as of October 29, 1997.
(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
(incorporated by reference to Exhibit (4)(iii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996). Second Amendment to
Short-Term Credit Agreement dated as of October 24,
1997.
(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).
Page 17
(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 April
15, 1997 (incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10-Q Report for the
quarter ended June 30, 1997).
(v) Curtiss-Wright Corporation Retirement Plan as amended
through August 1, 1997; Fourth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
October 20, 1997; Fifth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
January 1, 1998.
(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).
(viii) Curtiss-Wright Corporation Executive Deferred
Compensation Plan effective November 18, 1997.
(13) Annual Report to Stockholders for the year ended December 31,
1997.
(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, 1997.
Page 18
FORWARD-LOOKING STATEMENTS
Because forward-looking statements involve risks and uncertainties, actual
results may differ materially from those which are expressed or implied. Such
statements in this report include those contained in (a) Item 1. Business, (b)
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations and (c) the Environmental Matters note as well as other notes to
the Consolidated Financial Statements. Important factors that could cause the
actual results to differ materially from those in these forward-looking
statements include, among other items, (i) a reduction in anticipated orders;
(ii) an economic downturn; (iii) unanticipated environmental remediation
expenses or claims; (iv) changes in the need for additional machinery and
equipment and/or in the cost for the expansion of the Corporation's operations;
(v) changes in the competitive marketplace and/or in the cost for the expansion
of the Corporation's operations; (v) changes in the competitive marketplace
and/or customer requirements; (vi) an inability to perform customer contracts at
anticipated cost levels and (vii) other factors that generally affect the
business of aerospace, marine and industrial companies.
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 24, 1998
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 24, 1998 By: /s/ Robert A. Bosi
------------------------------
Robert A. Bosi
Vice President - Finance
Date: March 24, 1998 By: /s/ Kenneth P. Slezak
------------------------------
Kenneth P. Slezak
Controller
Date: March 24, 1998 By: /s/ Thomas R. Berner
------------------------------
Thomas R. Berner
Director
Date: March 24, 1998 By: /s/ James B. Busey
-----------------------------
James B. Busey IV
Director
Date: March 24, 1998 By: /s/ David Lasky
------------------------------
David Lasky
Director
Date: March 24, 1998 By: /s/ William B. Mitchell
------------------------------
William B. Mitchell
Director
Date: March 24, 1998 By: /s/ John R. Myers
------------------------------
John R. Myers
Director
Date: March 24, 1998 By: /s/ William W. Sihler
------------------------------
William W. Sihler
Director
Date: March 24, 1998 By: /s/ J. McLain Stewart
------------------------------
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, 1998 appearing on page 20 of the Curtiss-Wright
Corporation 1997 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, 1998
Page 21
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1997, 1996 and 1995
(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, 1997 $1,557 $596 $ 406 $1,747
====== ==== ======= ======
Year-ended December 31, 1996 $ 760 $506 $ 300 (A) $ 9 $ 1,557
======= ==== ======== ======= =======
Year-ended December 31, 1995 $ 694 $ 93 $ 27 $ 760
======= ==== ======= =======
Deferred tax asset valuation allowance:
Year-ended December 31, 1997 $1,212 $ - $1,212 (C) $ -
====== ====== ======= ======
Year-ended December 31, 1996 $1,094 $(171) $ (289) (C) $1,212
====== ====== ======= ======
Year-ended December 31, 1995 $5,460 $ 52 $(3,058)(B) $1,360 (C) $1,094
====== ===== ======= ====== ======
Notes:
(A) Acquired from the purchase of Accessory Services business.
(B) Expiration of available capital-loss carryforwards.
(C) 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 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).
Restated Certificate of Incorporation as amended through April
18, 1997.
(3)(ii) By-Laws as amended through January 30, 1997 (incorporated by *
reference to Exhibit 3(ii) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996).
(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).
Page 23
Fourth Amendment to Credit Agreement dated as of October 29, *
1996 (incorporated by reference to Exhibit 4(ii) to
Registrant's Annual Report for the fiscal year ended December
31, 1996).
Fifth Amendment to Credit Agreement dated as of October 29,
1997.
(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).
First Amendment to Short-Term Credit Agreement dated as of *
October 26, 1996 (incorporated by reference to Exhibit 4(iii)
to Registrant's 10-K for the year ended December 31, 1996.)
Second Amendment to Short-Term Credit Agreement dated as of
October 24, 1997.
(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)** Curtiss-Wright Corporation Retirement Benefits Restoration Plan *
as amended April 15, 1997 (incorporated by reference to Exhibit 10
to Registrant's Report on Form 10-Q Report for the quarter ended
June 30, 1997).
(10)(v)** Curtiss-Wright Corporation Retirement Plan as amended through
August 1, 1997; Fourth Amendment to the Curtiss-Wright Corporation
Retirement Plan dated October 20, 1997; Fifth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated January 1, 1998.
(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).
Page 24
(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).
(10(viii)**Curtiss-Wright Corporation Executive Deferred Compensation Plan
effective November 18, 1997.
(13) Annual Report to Stockholders for the year ended December 31,
1997 (only those portions expressly incorporated herein by
reference in this document are deemed "filed.")
(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.