-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CmD2caCU+kRndtjVCNNh2E9V5UdHQfl1tXkc0q0mRMarHqAsOpNwIRC1us3w74WD OTvV8uUgFQRhnjwM5qZGLg== 0000026324-94-000007.txt : 19940408 0000026324-94-000007.hdr.sgml : 19940408 ACCESSION NUMBER: 0000026324-94-000007 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19940329 FILED AS OF DATE: 19940407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CURTISS WRIGHT CORP CENTRAL INDEX KEY: 0000026324 STANDARD INDUSTRIAL CLASSIFICATION: 3390 IRS NUMBER: 130612970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 001-00134 FILM NUMBER: 94520788 BUSINESS ADDRESS: STREET 1: 1200 WALL ST W CITY: LYNDHURST STATE: NJ ZIP: 07071 BUSINESS PHONE: 2018968400 10-K 1 FORM 10-K Page 1 of 77 Exhibit Index: Page 26 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 [FEE REQUIRED] Commission File Number 1-134 CURTISS-WRIGHT CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-0612970 (State or other jurisdiction of I.R.S. Employer Identification No. incorporation or organization) 1200 Wall Street West, Lyndhurst, N.J. 07071 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 896-8400 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, par value $1 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such 2iling requirements for the past 90 days. Yes x No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No x ----- ----- The aggregate market value of the voting stock held by non-affiliates(*) of the Registrant is $ 84,061,337 (based on the closing price of the Registrant's Common Stock on the New York Stock Exchange on March 15, 1994 of $35.50). [FN] (*)Shares held by former subsidiaries of Teledyne, Inc. have been excluded from this computation soley because of the definition of the term "affiliate" in the regulations promulgated pursuant to the Securities Exchange Act of 1934. Also, for purposes of this computation, all directors and executive officers of Registrant have been deemed to be affiliates, but the Registrant disclaims that any of such directors or officers is an affiliate. See material referred to under Item 12, below. -1- Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock, as of the latest practicable date. Number of Shares Class Outstanding at March 11, 1994 Common Stock, par value $1 per share 5,059,053 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Annual Report of the Registrant to stockholders for the year ended December 31, 1993 are incorporated by reference into Parts I, II and IV. Portions of the Proxy Statement of the Registrant with respect to the 1994 Annual Meeting of Stockholders are incorporated by reference into Parts II and III. Introduction Pursuant to the Securities Exchange Act of 1934, the Registrant, Curtiss-Wright Corporation, ("Curtiss-Wright", the "Corporation" or the "Registrant"), hereby files its Form 10-K Annual Report for the year 1993. References in the text to the "Corporation," "Curtiss-Wright" or the "Registrant" include Curtiss-Wright Corporation and its consolidated subsidiaries unless the context indicates otherwise. PART I Item 1. Business. - ------------------ Curtiss-Wright Corporation was incorporated in 1929 under the laws of the State of Delaware. Curtiss-Wright operates in three industry segments: Aerospace; Industrial; and Flow Control and Marine. AEROSPACE SEGMENT Control and actuation systems are designed, developed and manufactured by the Corporation for the aerospace industry by Curtiss-Wright Flight Systems, Inc. and Curtiss-Wright Flight Systems/Shelby, Inc. (collectively "Flight Systems"), wholly-owned subsidiaries of the Registrant. Generally speaking, such components and systems are designed to position aircraft control surfaces, or to operate canopies, landing gear or weapon bay doors or other devices through the use of actuators. Products offered consist of electro-mechanical and hydro-mechanical actuation components and systems. They include actuators for the Lockheed (formerly General Dynamics) F-16, and McDonnell Douglas F/A-18 fighter planes, the Boeing 737, 747, 757 and 777 jet transports, and the Sikorsky Black Hawk and Seahawk helicopters. Flight Systems also provides spare parts and overhaul services for these products as well as for systems and components previously supplied on other aerospace programs including the Lockheed L-1011 transport aircraft and the Grumman F-14A fighter plane. Flight Systems provides the Leading Edge Flap Rotary Actuators (LEFRA) for the F-16. These are ongoing commitments for new F-16 aircraft from Lockheed/Fort Worth Company for the U.S. Air Force and for foreign military customers. LEFRAs provided for an Air Force retrofit program are scheduled to be completed in 1994. Work on the F-16 is the largest program at Flight Systems. Future government orders for this aircraft are uncertain and the potential for the F-16 is largely dependent on Lockheed's foreign sales. In 1993, Flight Systems obtained a sole-source contract from Lockheed covering its requirements for LEFRA to support such sales. This potentially significant contract can generate a high volume of sales but is not expected to fully replace the volume that has been experienced from the U.S. Air Force programs. -2- Flight Systems is a major supplier for the Lockheed/Boeing F-22 Advanced Tactical Fighter plane which has been described as the Air Force's future air superiority fighter. While Flight Systems does not expect to begin substantial production on this program for several years the program is proceeding with the engineering and manufacturing development phase. In 1993 it received further funding to proceed with F-22 engineering and manufacturing development valued at approximately $24 million to be performed during the next three years. An award was received in 1993 for an engineering manufacturing and development phase contract for the FA-18E/F Lex Vent Drive System with actual production several years away. Efforts by Flight Systems to expand its product base include continued work on a control system for the new Bell/Boeing tilt rotor V-22 aircraft. Flight Systems is developing a complete overhaul service for the airlines of transmissions and actuators previously manufactured by it for Boeing 737 and 747 aircraft. Overhaul services are also provided for other Boeing 727 and 737 components originally manufactured by other Boeing suppliers. Flight Systems products are sold in keen competition with a number of other systems suppliers, some of which have financial resources greater than those of the Corporation and significant technological and human resources. Flight Systems and these suppliers compete to have their systems selected to perform control and actuation functions on new aircraft. While an aircraft manufacturer usually awards a contract of several years duration to one system supplier, "second sourcing" is becoming more prevalent. Competition has intensified because relatively few new aircraft models have been produced in recent years. This operation competes primarily on the basis of engineering capability, quality and price. Products are marketed directly to Flight Systems customers by employees. Flight Systems maintains field marketing offices in Texas and California. Metal Improvement Company, Inc. ("MIC"), a wholly-owned subsidiary, performs shot peening and peen forming operations for aerospace manufacturers and their suppliers. Shot peening is a physical process used primarily to increase fatigue life in metal parts. MIC provides shot peening services to jet engine manufacturers, landing gear suppliers and many other aerospace manufacturers. Peen forming is a process used to form curvatures in panel shape metal parts to very close tolerances. These panels are used as the "wing skins" after assembly on many commercial, military and executive aircraft in service today. Currently, MIC is peen forming wing skins for jet transports manufactured by McDonnell Douglas. It also participates in the "Airbus" commercial jet transport program as a supplier to British Aerospace. The continued stretch out of orders from McDonnell Douglas and British Aerospace is expected to adversely impact sales to an extent not presently determinable. MIC's marketing is accomplished through direct sales. While MIC competes with a great many firms and often deals with customers which have the resources to perform for themselves the same services as are provided by MIC, MIC considers that its greater technical expertise and superior quality provide it with a competitive advantage. The Buffalo Facility, a division of the Corporation, extrudes preforms for tactical missile motor cases and offers titanium shapes used for aircraft structural support. The Corporation offers replacement parts for Curtiss-Wright reciprocating and turbo-jet propulsion engines to military agencies of foreign governments and, to a lesser extent, the U. S. Government. Sales are derived primarily from the receipt of orders by users of previously manufactured aircraft engines. It also manufactures windshield wiper systems for marine and aircraft use which are sold primarily by direct sales. -3- The business of the Aerospace Segment would be materially affected by the loss of any one of several important customers. A substantial portion of segment sales are made to Lockheed Corporation and Boeing Company for F-22 engineering and design work and to Lockheed Corporation for F-16 fighter aircraft for U. S. and foreign government end use or to the Boeing Company for commercial transport aircraft. The loss of any of these important customers would have a material adverse effect on this segment. Furthermore, the likelihood of future reductions in military and commercial programs due to reduced spending and problems in the airline industry continues to exist. The backlog of the Aerospace segment as of January 31, 1994 was $104.3 million as compared with $96.2 million as of January 31, 1993. Of the January 31, 1994 amount, approximately 39% is expected to be shipped during 1994. None of the business of this segment is seasonal. Raw materials, though not significant to these operations, are available in adequate quantities. INDUSTRIAL SEGMENT The MIC subsidiary of the Corporation is engaged in the business of performing shot peening and heat treating for a broad spectrum of industrial customers, principally in the agricultural equipment, construction equipment, automotive and oil and gas industries. Heat treating is a metallurgical process used primarily to harden metals in order to provide increased durability and service life. MIC marketing and sales activity is done on a direct sales basis. Operations are conducted in facilities in the United States, Canada, England, France and Germany. Although numerous companies compete in the shot peening field, and many customers for shot peening services have the resources to perform such services themselves, MIC believes that its greater technical know how provides it with a competitive advantage. Substantial numbers of industrial firms elect to perform shot peening services for themselves. MIC also competes on the basis of quality, service, price and delivery. MIC experiences substantial competition from other companies in heat treating metal components. MIC is also engaged in the business of precision stamping and finishing of high strength steel reed valves used by various manufacturers of products such as refrigerators, air compressors, and small engines. The Corporation's Buffalo, New York facility produces custom extruded shapes and seamless alloy, stainless steel and titanium pipe on a 12,000 ton horizontal extrusion press. These products are marketed by direct salesmen and distributors for use primarily in the chemical, petrochemical and oil and gas industries. Keen competition exists in these markets. It comes from foreign sources and a small number of domestic competitors who use substantially the same or other methods of manufacture. In addition, excess capacity exists in the industry because of the sharp reduction in military procurements and the effects of the recession. The Corporation competes in these markets primarily on the basis of price, quality and delivery with quality and delivery being the major factors. The extrusion press has been in operation for thirty-seven years and is unique in its size and certain capabilities. The Buffalo facility remains dependent on this press for its operations and a failure resulting in a shutdown of the operation in the future for an extended period could have adverse consequences. The backlog of the Industrial segment (which has historically been low relative to sales of the segment) as of January 31, 1994 was $2.8 million as compared with $3.8 million as of January 31, 1993. All of the January 31, 1994 backlog is expected to be shipped in 1994. None of the business of this segment is seasonal. Raw materials, though not particularly significant to these operations, are available in adequate quantities. -4- FLOW CONTROL AND MARINE SEGMENT The Target Rock subsidiary of the Corporation manufactures and refurbishes highly engineered valves of various types and sizes, such as hydraulically operated, motor operated and solenoid operated globe, gate, control and safety relief valves, which are used to control the flow of liquids and gases, and provide safe relief in the event of system overpressure. They are used primarily in United States Navy nuclear propulsion systems, in new and existing commercial nuclear and fossil fuel power plants and in facilities for process steam regeneration in the petroleum, paper and chemical industries. It also supplies actuators and controllers for Target Rock manufactured valves as well as for valves manufactured by others. These products are sold for use by the Nuclear Navy by direct sales. The Corporation's Buffalo, New York facility produces, on its extrusion press, custom extruded shapes and seamless pipe of varying wall sizes from various alloys for use in U.S. Navy ships, including the nuclear propulsion systems utilized by such ships. Sales to commercial users are accomplished through independent marketing representatives and by direct sales. Sales for United States Government use are made by responding directly to requests for proposals from customers and through the use of marketing representatives. Strong competition in valves is encountered primarily from a small number of experienced domestic firms in the military market, and from a larger number of domestic and foreign sources in the commercial market. Some firms, competing with the Buffalo facility, employ processes different from the extrusion process in the production of competing products. The products of the Flow Control and Marine Segment are sold to customers who are sophisticated and demanding. Performance, quality, technology, production methods, delivery and price are the principal areas of competition. Raw materials are generally available in adequate supply from a number of suppliers. The business of this segment is not materially dependent upon any single source of supply. The dollar amount of the Flow Control and Marine segment backlog of orders at January 31, 1994 was $43.4 million as compared with $46.6 million at January 31, 1993. Of the January 31, 1994 backlog, approximately 49.6% is expected to be delivered during 1994. Despite a declining market, Target Rock has been able to increase its market share and to maintain its sales volume. Target Rock's business, especially the production of valves for the United States Navy, is characterized by long lead times from order placement to delivery. The business of this segment is not seasonal. Target Rock is anticipating an increase in demand for its packless electronic control valve as a replacement item for competitors' commercial valves containing packing, as a result of the future application of stringent new Federal standards limiting air pollution from "fugitive" emissions from valves now widely in use. A substantial amount of the sales in the Flow Control and Marine segment are made to the Westinghouse Electric Corporation for United States Government end use. The loss of this customer would have a material adverse effect on this segment. U.S. Government direct and end use sales of this segment in 1993 and 1992 were $16.9 and $20.6 million, respectively. -5- OTHER INFORMATION Government Sales In 1993, 1992 and 1991, direct sales to the United States Government and sales for United States Government end use aggregated 34%, 36% and 34%, respectively, of total sales for all segments. United States Government sales, both direct and subcontract, are generally made under one of the standard types of government contracts, including fixed price and fixed price-redeterminable. In accordance with normal practice in the case of United States Government business, contracts and orders are subject to partial or complete termination at any time, at the option of the customer. In the event of termination, there generally are provisions for recovery by the Corporation of its allowable costs and a proportionate share of the profit or fee on the work done, consistent with regulations of the United States Government. Subcontracts for Navy nuclear valves usually provide that Target Rock must absorb most of any over- run of "target" costs. In the event that there is a cost underrun, however, the customer is to recoup the larger portion of the underrun. It is the policy of the Corporation to seek customary progress payments on certain of its contracts. Where such payments are obtained by the Corporation under United States government prime contracts or subcontracts, they are secured by a lien in favor of the government on the materials and work in process allocable or chargeable to the respective contracts. (See Notes 1 C, 3 and 4 to the Consolidated Financial Statements, on pages 21 and 23 of the 1993 Annual Report to Stockholders, which is attached hereto as Exhibit 13 and hereinafter referred to as the "Registrant's Annual Report".) In the case of most Flow Control and Marine products for United States Government end use, the subcontracts typically provide for the retention by the customer of stipulated percentages of the contract price, pending completion of contract closeout conditions. Research and Development Research and development expenditures of the Corporation amounted to approximately $1.4 million in 1993 as compared to about $1.6 million in 1992 and $2.3 million in 1991. All research and development expenditures were spent on Corporation sponsored activities for 1993 and 1992. The Corporation owns and is licensed under a number of United States and foreign patents and patent applications which have been obtained or filed over a period of years. The Corporation does not consider that the successful conduct of its business is materially dependent upon the protection of any one or more of these patents, patent applications or patent license agreements under which it now operates. Environmental Protection The effect of compliance upon the Corporation with present legal requirements concerning protection of the environment is described in the material in Note 13 to the Consolidated Financial Statements which appears on pages 30 and 31 of the Registrant's Annual Report and is incorporated by reference in this Form 10-K Annual Report. Employees At the end of 1993, the Corporation had approximately 1,550 employees. Most production employees are represented by labor unions and are covered by collective bargaining agreements. -6- Certain Financial Information The material in Note 21 to the Consolidated Financial Statements, which appears on Page 37 of the Registrant's Annual Report, is incorporated by reference in this Form 10-K Annual Report. It should be noted that in recent years a significant percentage of the pre-tax earnings from operations of the Corporation has been derived from European operations (basically those of MIC). The Corporation does not regard the risks attendant to these foreign operations to be materially greater than those applicable to its business in the U.S. Item 2. Properties. - -------------------- The principal physical properties of the Corporation and its subsidiaries are described below: Descrip- Owned/ Location tion(1) Leased(5) Principal Use - ----------------------- --------- --------- ------------------------------ Wood-Ridge, 2,322,000 Owned(2) Multi-tenant industrial New Jersey sq. ft. on rental facility. 144 acres Fairfield, 450,000 Owned(3) Manufacture of actuation and New Jersey sq. ft. on control systems 39 acres (Aerospace segment). Buffalo, 267,000 Owned Extrusion of shapes and pipe New York sq. ft. on (Flow Control and Marine, 14 acres Industrial and Aerospace segments). Brampton, 87,000 Owned Shot peening & peen forming Ontario, sq. ft. on operations (Aerospace segment) Canada 8 acres East 195,000 Owned(4) Manufacture of valves (Flow Farmingdale, sq. ft. on Control and Marine segment). New York 11 acres Shelby, 59,000 Owned Manufacture of actuation and North Carolina sq. ft on control systems (Aerospace 6.2 acres segment). Columbus, 75,000 Owned Heat treating (Industrial Ohio sq. ft. segment). Deeside, 81,000 Owned Shot peening and peen forming Wales sq. ft. (Aerospace segment). United Kingdom -7- (1)Sizes are approximate. Unless otherwise indicated, all properties are owned in fee, are not subject to any major encumbrance and are occupied primarily by factory and/or warehouse buildings. (2)Approximately 1,926,000 square feet are leased to others and approximately another 396,000 square feet are vacant and available for lease. (3)Approximately 197,000 square feet are leased to other parties and approximately another 50,000 square feet are available for lease. (4)Title to approximately six acres of land and the building located thereon is held by the Suffolk County Industrial Development Agency in connection with the issuance of an industrial revenue bond. (5)Generally, the leases under the Industrial Revenue Financing Programs referred to above provide that upon expiration and payment of the related bonds, title will be transferred to the Corporation on payment of a minimal amount. It is the policy of the Corporation to lease to others those portions of its facilities that it does not fully utilize. In addition to the properties listed above, MIC (Aerospace and Industrial segments) leases an aggregate of approximately 300,000 square feet of space at nineteen different locations in the United States and England and owns buildings encompassing about 326,000 square feet in fifteen different locations in the United States, France, Germany, and England. Curtiss-Wright Flight Systems/Shelby, Inc. leases a 25,000 square foot building in Lattimore, North Carolina for warehouse purposes. Curtiss-Wright of Canada owns a building containing approximately 44,000 square feet of commercial space located in London, Ontario, Canada. Pursuant to the termination of manufacturing operations, this building is now being offered for sale. The Corporation leases approximately 17,000 square feet of office space in Lyndhurst, New Jersey, for its executive offices. It is the Corporation's opinion that the buildings on the properties referred to in this Item generally are well maintained, in good condition, and are suitable and adequate for the uses presently being made of them by the Corporation. No examination of titles to properties owned by the Corporation has been made for the purposes of this Form 10-K Report. The following undeveloped tracts, owned by the Registrant, are not attributable to a particular industry segment of the Corporation: Hardwick Township, New Jersey, 679 acres; Perico Island, Florida, 158 acres, the bulk of which is below water; Reno vicinity, Nevada, 44 acres; Washington Township, New Jersey, 33 acres; and Nantucket, Massachusetts, 33 acres. In addition, the Registrant owns approximately 7.4 acres of land in Lyndhurst, New Jersey which is leased, on a long-term basis, to the owner of the commercial building located on the land. -8- Item 3. Legal Proceedings. - -------------------------- 1. The material in Note 10 to the Consolidated Financial Statements which appears on page 28 of the Registrant's Annual Report is incorporated by reference in this Form 10-K Annual Report. 2. In October 1989 a joint and several liability claim in an unspecified amount was brought by the State of New Jersey Department of Environmental Protection against the Registrant and a dozen or more other corporations under the Comprehensive Environmental Response, Compensation and Liability Act for reimbursement of costs incurred by the State in response to the release of hazardous substances at Sharkey Landfill site in Parsippany, New Jersey, for a future declaratory judgment in favor of the State with respect to all future such costs and for penalties and costs of enforcement, including attorney fees. The case was subsequently consolidated for all purposes with U.S. v. CMDG Realty co., et al., a parallel action by the U. S. Environmental Protection Agency in which the Registrant was not a defendant. Both cases are pending in the U. S. District Court for the District of New Jersey. A third-party complaint in both cases has been filed against approximately thirty industrial concerns, forty governmental instrumentalities and forty transporters, alleging that each of them is liable in some measure for the costs related to the site. 3. Caldwell Trucking Superfund Site. Registrant incorporates by reference its response to Item 1 to Form 10-Q for the quarter ended June 30, 1993. Registrant further states that following said reporting period in December 1993 Registrant and seven other companies considered by the U. S. Environmental Protection Agency ("EPA") to be potentially responsible parties signed a consent order with the EPA, the New Jersey Department of Environment and Energy and the U. S. Department of Interior. The order provides that, among other things, the parties perform groundwater and natural resources investigation and remediation activities. The consent order also released parties from past costs, future federal oversight costs and all other natural resource damage. Item 4. Submission of Matters to a Vote of Security Holders. - ------------------------------------------------------------- Not applicable. -9- Executive Officers of the Registrant. - ------------------------------------- The following table sets forth the names, ages, and principal occupations and employment of all executive officers of Registrant. The period of service is for at least the past five years and such occupations and employment are with Curtiss-Wright Corporation, except as otherwise indicated: Name Principal Occupation and Employment Age - --------------------- --------------------------------------------------- --- Shirley D. Brinsfield Chairman since March 1990 and President from July 1991 to May 1993. 71 David Lasky President (from May 1993); previously Senior Vice President, General Counsel and Secretary. 61 Robert E. Mutch Executive Vice President; President, since July 1991, Vice President and General Manager since 1987, Director of Operations 1985-1987 of Curtiss-Wright Flight Systems, Inc., a wholly- owned subsidiary since 1982. 49 Gerald Nachman Executive Vice President; President of Metal Improvement Company, Inc., a wholly-owned subsidiary. 64 George J. Yohrling Vice President; Senior Vice President, since July 1991, Vice President and General Manager of Curtiss-Wright Flight Systems/Shelby, Inc., a wholly-owned subsidiary, since 1985. 53 Robert A. Bosi Vice President - Finance since January 1993; Treasurer, 1990-1993; Treasurer 1988-1989 of Essex Chemical Corporation. 38 Dana M. Taylor, Jr. Secretary, General Counsel (from May 1993); Assistant General Counsel (July 1992 to May 1993); Senior Attorney (February 1979 - July 1992). 61 Gary Benschip Treasurer since January 1993; Assistant Treasurer, 1991 to January 1993; 1989-1991 Financial Consultant; 1988-1989, Treasurer of Amerace Corporation. 46 Kenneth P. Slezak Controller; Vice President and Controller, Plessey Dynamics Corp., 1986-1990. 42 The executive officers of the Registrant are elected annually by the Board of Directors at its organization meeting in May and hold office until the organization meeting in the next subsequent year and until their respective successors are chosen and qualified. There are no family relationships among these officers, or between any of them and any director of Curtiss-Wright Corporation, nor any arrangements or understandings between any officer and any other person pursuant to which the officer was elected. -10- PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters. - ----------------------------------------------------------------------------- See the information contained in the Registrant's Annual Report on page 43 under the captions "Common Stock Price Range" and "Dividends," and on the inside back cover, under the captions "Stock Exchange Listing," and "Common Stockholders," which information is incorporated herein by reference. The approximate number of record holders of the Common Stock, $1.00 par value, of Registrant was 6,800 as of March 11, 1994. Item 6. Selected Financial Data. - --------------------------------- See the information contained in the Registrant's Annual Report on pages 42 under the caption "Consolidated Selected Financial Data," which information is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. - ---------------------------------------------------------- See the information contained in the Registrant's Annual Report at pages 8 through 15, under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," which information is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. - ----------------------------------------------------- The following Consolidated Financial Statements of the Registrant and its subsidiaries, and supplementary financial information, are included in the Registrant's Annual Report, which information is incorporated herein by reference. Consolidated Statements of Earnings for the years ended December 31, 1993, 1992 and 1991, page 16. Consolidated Balance Sheets at December 31, 1993 and 1992, pages 17 and 18. Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991, page 19. Consolidated Statements of Stockholders' Equity for the years ended December 31, 1993, 1992 and 1991, page 20. Notes to Consolidated Financial Statements, pages 21 through 39, inclusive, which include selected quarterly financial data. The Report of Independent Accountants for the two years ended December 31, 1993, page 41. The Report of Independant Accountants for the year ended December 31, 1991, is included herein on page 17. -11- Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. - ------------------------------------------------------ Information required by this Item is included under the caption "Independent Public Accountants" in the Registrant's Proxy Statement, dated March 17, 1994, filed with the Securities and Exchange Commission in accordance with Regulation 14A ("Registrant's Proxy Statement"), which information is incorporated herein by reference. PART III Item 10. Directors and Executive Officers of the Registrant. - ------------------------------------------ Information required in connection with directors and executive officers is set forth under the title "Executive Officers of the Registrant," in Part I hereof, at pages 16 and 17, and under the caption "Election of Directors," in the Registrant's Proxy Statement, which information is incorporated herein by reference. Dana M. Taylor, Jr., Secretary of the Registrant was late in filing his initial Form 3 report following his becoming an officer. However, he did not have any transactions in the Corporation's stock between when he became an officer and when the report was filed. Item 11. Executive Compensation. - --------------------------------- Information required by this Item is included under the captions "Executive Compensation" and in the "Summary Compensation Table" in the Registrant's Proxy Statement, which information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. - -------------------------------------------------- See the following portions of the Registrant's Proxy Statement, all of which information is incorporated herein by reference: (i) the material under the caption "Security Ownership and Transactions with Certain Beneficial Owners" and (ii) material included under the caption "Election of Directors." Item 13. Certain Relationships and Related Transactions. - --------------------------------------------------------- Information required by this Item is included under the captions "Executive Compensation" and "Security Ownership and Transactions with Certain Beneficial Owners" in the Registrant's Proxy Statement, which information is incorporated herein by reference. -12- PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. - ------------------------------------------------- (a)(1) Financial Statements: The following Consolidated Financial Statements of the Registrant and supplementary financial information, included in Registrant's Annual Report are incorporated herein by reference in Item 8: (i) Consolidated Statements of Earnings for the years ended December 31, 1993, 1992 and 1991. (ii) Consolidated Balance Sheets at December 31, 1993 and 1992. (iii) Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991. (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 1993, 1992 and 1991. (v) Notes to Consolidated Financial Statements. (vi) The Report of Independent Accountants for the two years ended December 31, 1993. In addition, the Report of Independent Accountants for the year ended December 31, 1991 is included herein on page 17. (a)(2) Financial Statement Schedules: The items listed below are presented herein on pages 18 through 25 The Report of Independent Accountants on Financial Statement Schedules Schedule I - Marketable Securities - Other Investments Schedule V - Property, Plant and Equipment. Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment. Schedule VIII - Valuation and Qualifying Accounts. Schedule IX - Short Term Borrowings Schedule X - Supplementary Income Statement Information. Schedules other than those listed above have been omitted since they are not required, are not applicable, or because the required information is included in the financial statements or notes thereto. -13- (a)(4) Exhibits: (3)(i) Restated Certificate of Incorporation, as amended May 8, 1987 (incorporated by reference to Exhibit 3(a) to Registrant's Form 10-Q Report for the quarter ended June 30, 1987). (3)(ii) By-Laws as amended May 9, 1989 (incorporated by reference to Exhibit 3(b) to Amendment No. 1 to Registrant's Form 10-Q Report for the quarter ended March 31, 1989) and Amendment dated May 11, 1993. (4)(i) Agreement to furnish to the Commission upon request, a copy of any long term debt instrument where the amount of the securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis (incorporated by reference to Exhibit 4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1985). (4)(ii) Revolving Credit Agreement dated October 29, 1991 between Registrant, the Lenders parties thereto from time to time, the Issuing Banks referred to therein and Mellon Bank, N.A. Article I Definitions, Section 1.01 Certain Definitions; Article VII Negative Covenants, Section 7.07, Limitation on Dividends and Stock Acquisitions (incorporated by reference to Exhibit 10(b), to Registrant's Form 10-Q Report for the quarter ended September 30, 1991). Amendment No. 1 dated January 7, 1992 and Amendment No. 2 dated October 1, 1992 to said Agreement. (10) Material Contracts: (i) Modified Incentive Compensation Plan, as amended November 9, 1989 (incorporated by reference to Exhibit 10(a) to Registrant's Form 10-Q Report for the quarter ended September 30, 1989). (ii) Curtiss-Wright 1989 Restricted Stock Purchase Plan (incorporated by reference to Exhibit 10(iii) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1988). (iii) Curtiss-Wright Corporation 1985 Stock Option Plan, as amended, (incorporated by reference to Exhibit 4(iii) to Registrant's Form S-8 Registration Statement and Exhibit 4(i) to post-effective amendment No. 1 filed November 24, 1993, Registration No. 2-99113). (iv) Standard Severance Agreement with Officers of Curtiss-Wright (incorporated by reference to Exhibit 10(iv) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991). (v) Retirement Benefits Restoration Plan as amended May 9, 1989, (incorporated by reference to Exhibit 10(b) to Registrant's Form 10-Q Report for the quarter ended September 30, 1989). -14- (a) (4) Exhibits (continued): (13) Annual Report to Stockholders for the year ended December 31, 1993. (22) Subsidiaries of the Registrant. (24) Consents of Experts and Counsel - see Consent of Independent Accountants. (b) Reports on Form 8-K No report on Form 8-K was filed during the three months ended December 31, 1993 -15- SIGNATURES ============ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CURTISS-WRIGHT CORPORATION (Registrant) By: David Lasky David Lasky President Date: March 28, 1994 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: March 28, 1994 By: Robert A. Bosi Robert A. Bosi Vice President Date: March 28, 1994 By: Kenneth P. Slezak Kenneth P. Slezak Controller Date: March 28, 1994 By: Thomas R. Berner Thomas R. Berner Director Date: March 28, 1994 By: Shirley D. Brinsfield Shirley D. Brinsfield Director Date: March 28, 1994 By: John S. Bull John S. Bull Director Date: March 28, 1994 By: John B. Morris John B. Morris Director Date: March 28, 1994 By: William W. Sihler William W. Sihler Director Date: By: J. McLain Stewart Director -16- certified public accountants COOPERS & LYBRAND REPORT of INDEPENDENT ACCOUNTANTS To the Directors and Stockholders of Curtiss-Wright Corporation: We have audited the consolidated statements of earnings, cash flows and stockholders' equity of Curtiss Wright Corporation and Subsidiaries for the year ended December 31, 1991 which are incorporated by reference in this Annual Report on Form 10K. We have also audited the related financial statement schedules listed in Item 14(a)(2) of this Form 10K for the year ended December 31, 1991. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of their operations and cash flows of Curtiss-Wright Corporation and Subsidiaries for the year ended December 31, 1991 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole presents fairly, in all material respects, the information required to be included therein. As discussed in Note 10 to the consolidated financial statements in December 1990, the U. S. government filed a complaint against Target Rock Corporation, a wholly-owned subsidiary of the Corporation, asserting claims under the False Claims Act and at common law based on alleged embezzlements from Target Rock and labor mischarging to Government subcontracts issued to Target Rock. The ultimate outcome of the litigation cannot presently be determined. Accordingly, no provision for any liability that may result upon adjudication has been made in the accompanying consolidated financial statements. COOPERS & LYBRAND COOPERS & LYBRAND 1301 Avenue of the Americas New York, New York February 10, 1992 -17- REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors of Curtiss-Wright Corporation Our audit of the consolidated financial statements referred to in our report dated February 14, 1994, appearing on page 41 of the 1993 Curtiss-Wright Corporation Annual Report (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a)(2) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PRICE WATERHOUSE PRICE WATERHOUSE Hackensack, NJ February 14, 1994 -18- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS as of December 31, 1993
(In thousands) ---------------------------- ---------------------------- Amount at Which Each Number of Shares Market Value Portfolio of Equity or Units - of Each Security Issues and Principal Amount Cost of Issue at Each Other Security Name of Issuer of Bonds and Each Balance Issue Carried in and Title of Each Issue Notes Issue Sheet Date the Balance Sheet Money Market Preferred Stocks: Van Kempen Merit Trust for Insured Municipals 3,000 $ 3,000 $ 3,000 $ 3,000 Van Kampen Merritt Trust for Investment Grade Municipals 2,000 2,000 2,000 2,000 Muni-Yield FLA Insured Fund 3,000 3,000 3,000 3,000 Brooklyn Union Gas Company 1,000 1,000 1,000 1,000 Duff and Phelps Utility Fund 2,000 2,000 2,000 2,000 Fujitec Capital Corporation 5,000 5,000 5,000 5,000 General Electric Capital Corp. 3,000 3,000 3,000 3,000 Alcoa International Holdings Co 4,000 4,000 4,000 4,000 Potomac Electric Power Co 5,000 5,000 5,000 5,000 Central Power and Light Co 4,000 4,000 4,000 4,000 Pioneer International Limited 5,000 5,000 5,000 5,000 Redland Preferred Stock plc 1,994 1,994 1,994 1,994 Elf Aquitaine U.K. (Holdings) plc 5,000 5,000 5,000 5,000 Utility Common Stocks(1) 366,400 10,667 10,673 10,667 Common Stocks(1) 5,957 150 202 150 ------- ------- ------- $54,811 $54,869 $54,811 ======= ======= ======= (1) Securities of any one individual issuer do not exceed 2% of total assets of $236,947,000.
-19- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SCHEDULE V -- PROPERTY, PLANT and EQUIPMENT for the years ended December 31, 1993, 1992 and 1991 (In thousands)
(A) Transfers (to) from Balance at Other Balance at Classification Beginning Additions Retire- Classifi- (B) End of ---------------- of Period at Cost ments cations Other Period PROPERTY USED in OPERATIONS: Year ended December 31, 1993: Land $ 4,931 $ 1 $ 62 $ 4,994 Build'gs & build'g improvements 74,878 $ 272 1,498 679 76,783 Leasehold improvements 3,208 195 46 (468) 2,591 Machinery and equipment 116,364 3,134 3,788 (1,926) 115,092 Office furniture and fixtures 6,450 36 1,017 67 7,498 Construction in progress 3,321 $ 4,914 52 (6,350) 1,833 -------- ------- ------ ------- ------- -------- $209,152 $ 4,914 $3,689 $ - $(1,586) $208,791 ======== ======= ====== ======= ======== ======== Year ended December 31, 1992: Land $ 5,133 $ 191 $ (11) $ 4,931 Build'gs & build'g improvements 75,208 1,798 1,496 $ (28) 74,878 Leasehold improvements 3,122 400 608 (122) 3,208 Machinery and equipment 115,428 4,773 6,077 (368) 116,364 Office furniture and fixtures 6,949 751 239 13 6,450 Construction in progress 6,058 $ 6,752 6 (9,038) (445) 3,321 -------- ------- ------ ------- ------- -------- $211,898 $ 6,752 $7,919 $ (629) $ (950) $209,152 ======== ======= ====== ======= ======== ======== Year ended December 31, 1991: Land $ 4,904 $ 229 $ 5,133 Build'gs & build'g improvements 75,031 $ 46 229 $ (6) 75,208 Leasehold improvements 2,978 128 294 (22) 3,122 Machinery and equipment 112,249 3,377 6,641 (85) 115,428 Office furniture and fixtures 6,963 693 696 (17) 6,949 Construction in progress 6,561 $ 7,651 (8,089) (65) 6,058 -------- ------- ------ ------- ------- -------- $208,686 $ 7,651 $4,244 $ - $ (195) $211,898 ======== ======= ====== ======= ======= ======== continued on next page -20- (A) Transfers (to) from Balance at Other Balance at Classification Beginning Additions Retire- Classifi- (B) End of ---------------- of Period at Cost ments cations Other Period PROPERTY NOT USED in OPERATIONS: Year ended December 31, 1993 Land $ 3,985 $ 63 $ (4) $ 3,918 Build'gs & build'g improvements 635 (21) 614 -------- ------- ------ ------- ------- -------- $ 4,620 $ 63 $ (25) $ 4,532 ======== ======= ====== ======= ======= ======== Year ended December 31, 1992 Land $ 3,891 $ 94 $ 3,985 Build'gs & build'g improvements 100 535 635 -------- ------- ------ ------- ------- -------- $ 3,991 $ 629 $ 4,620 ======== ======= ====== ======= ======= ======== Year ended December 31, 1991 Land $ 3,891 $ 3,891 Build'gs & build'g improvements 100 100 -------- ------- ------ ------- ------- -------- $ 3,991 $ 3,991 ======== ======= ====== ======= ======= ======== Notes (applicable to each year presented): (A) Transfers from construction in progress and transfers to property not used in operations. (B) Foreign currency translation adjustments. Supplemental disclosure information: 1. Depreciation methods are described in Note 1-E to Consolidated Financial Statements of the 1993 Annual Report 2. Annual provisions for depreciation have been calculated in accordance with the following range of useful lives: Buildings and building improvements 4 to 40 years Leasehold improvements 5 to 20 years Machinery and equipment 2 to 15 years Office furniture and fixtures 3 to 10 years
-21- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION and AMORTIZATION of PROPERTY, PLANT and EQUIPMENT for the years ended December 31, 1993, 1992 and 1991 (In thousands)
Transfers Additions (to) from Balance at Charged to Other Balance at Beginning of Costs & Retire- Classifi- End of Classification Period Expenses ments cations(A) Other(B) Period PROPERTY USED in OPERATIONS: Year Ended December 31, 1993: Buildings and building improvements $ 53,119 $ 2,237 $ 3 $(119) $ 55,234 Leasehold improvements 1,577 184 170 (83) 1,508 Machinery and equipment 70,170 8,249 2,653 (504) 75,262 Office furniture and fixtures 4,655 813 32 (79) 5,357 -------- ------- ------- ------ ------ -------- $129,521 $11,483 $2,858 $(785) $137,361 ======== ======= ======= ====== ====== ======== Year ended December 31, 1992: Buildings and building improvements $ 51,862 $ 2,391 $1,105 $ (29) $ 53,119 Leasehold improvements 1,512 282 324 107 1,577 Machinery and equipment 65,444 8,433 3,868 161 70,170 Office furniture and fixtures 4,492 802 694 55 4,655 -------- ------- ------- ------ ------ -------- $123,310 $11,908 $5,991 $ 294 $129,521 ======== ======= ======= ====== ====== ======== Year ended December 31, 1991: Buildings and building improvements $ 49,519 $ 2,360 $ 8 $ (5) $ (4) $ 51,862 Leasehold improvements 1,251 329 90 28 (6) 1,512 Machinery and equipment 59,561 8,508 2,619 (23) 17 65,444 Office furniture and fixtures 4,081 916 501 (4) 4,492 -------- ------- ------- ------ ------ -------- $114,412 $12,113 $3,218 - $ 3 $123,310 ======== ======= ======= ====== ====== ======== PROPERTY NOT USED in OPERATIONS: Year ended December 31, 1993: Buildings and building improvements $ 98 $ 2 $ 100 ======== ======= ======= ====== ====== ======== Year ended December 31, 1992: Buildings and building improvements $ 93 $ 5 $ 98 ======== ======= ======= ====== ====== ======== Year ended December 31, 1991: Buildings and building improvements $ 88 $ 5 $ 93 ======== ======= ======= ====== ====== ======== Notes (applicable to each year presented): (A) Reclassifications (B) Foreign currency translation adjustments
-22- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SCHEDULE VIII - VALUATION and QUALIFYING ACCOUNTS for the years ended December 31, 1993, 1992 and 1991 (In thousands)
Additions ------------------------- Charged to Balance at Charged to Other Balance at Beginning Costs and Accounts - Deductions - End of Description of Period Expenses Describe Describe(A) Period Deducted from assets to which they apply: Reserves for doubtful accounts and notes: Year-ended December 31, 1993 $1,031 $ 16 $154 $ 893 ====== ==== ==== ====== Year-ended December 31, 1992 $ 864 $194 $ 27 $1,031 ====== ==== ==== ====== Year-ended December 31, 1991 $ 618 $633 $387 $ 864 ====== ==== ==== ====== Note: (A) Write off of bad debts.
-23- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SCHEDULE IX - SHORT-TERM BORROWINGS for the years ended December 31, 1993, 1992 and 1991 (In thousands)
Maximum Average Weighted Weighted Amount Amount Average Balance Average Outstanding Outstanding Interest Rate Category of Aggregate at End of Interest During the During the During the Short-Term Borrowings Period Rate Period Period(2) Period(3) Year-ended December 31, 1993 Notes payable to bank(1) $ 0 - $ 0 $ 0 - ======= ======= ======= ======= ======= Year-ended December 31, 1992 Notes payable to bank(1) $ 0 - $ 0 $ 0 - ======= ======= ======= ======= ======= Year-ended December 31, 1991 Notes payable to bank(1) $ 0 - $ 3,000 $ 750 8.31% ======= ======= ======= ======= ======= (1) Notes payable to banks represent borrowings under lines of credit borrowing arrangements which have no termination date, but are reviewed annually for renewal and First Bank Acceptance borrowings, which are for a 30 day minimum period. (2) The average amount outstanding during the period was computed by dividing the total of month-end outstanding principal balances by 12. (3) The weighted average interest rate during the period was computed by dividing the actual interest expense by the average short-term debt outstanding.
-24- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION for the years ended December 31, 1993, 1992 and 1991 (In thousands) Charged to Costs and Expenses ------------------------------------- Item 1993 1992 1991 - -------------------------- ------ ------ ------ Maintenance and repairs $6,113 $6,411 $7,539 ====== ====== ====== Local property taxes $2,906 $2,860 $2,725 ====== ====== ====== [FN] Note: The items not listed do not exceed one percent of total sales and revenues or are furnished in the financial statements or the notes thereto. -25- EXHIBIT INDEX ================= Exhibit No. Name Page - ----------- ----------------------------------------------------- ---- (3) (ii) Amendment to Registrant's By-Laws dated May 11, 1993 27 (13) Annual Report to Stockholders for the year ended December 31, 1993 28 (22) Subsidiaries of the Registrant 75 (24) Consents of Experts and Counsel - see Consent of Independent Accountants 76 -26- EX-3.(II) 2 BY-LAWS Exhibit (3)(ii) CURTISS-WRIGHT CORPORATION By-Laws Article 5 Amended Sections 4 and 5 (Effective May 11, 1993) SECTION 4. Chairman. The Chairman shall function under the general supervision of the Board of Directors. During any period in which there is a vacancy in the office of President, the chairman shall, pending action by the Board, perform the duties and exercise the powers of the President. The Chairman shall advise the Directors as to matters affecting the overall policy of the corporation, including its strategic direction. On behalf of the Board, the Chairman also shall be responsible for the general oversight of the management of the Corporation. He shall preside, when present, at all meetings of the stockholders and of the Board of Directors and shall see to it that appropriate agendas are developed for such meetings. He shall have such other powers and duties (if any) as may from time to time be committed to him by the Board of Directors or by any Committee constituted pursuant to Article IV of these by-laws with power for the purpose. SECTION 5. President. Under the general oversight of the Chairman and supervision of the Board of Directors, the President shall have general and active management of the business, affairs and property of the Corporation. He shall preside, when the Chairman is not present, at all meetings of the stockholders and of the Board of Directors. He shall have general authority to execute bonds, mortgages, deeds, contracts and other instruments in the name of the Corporation; to sign any or all certificates of stock of the Corporation; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require; and to fix their compensation, subject to the provisions of these by-laws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President, and, in general, he shall have all the duties and powers usually appertaining to the office of president or a corporation, except as otherwise provided in these by-laws. In the absence of the President, his duties shall be performed and his powers may be exercised by the Vice Presidents, as shall be designated by the President, or the Chairman, subject in either case to review and superseding action by the Board of Directors. -27- EX-13 3 ANNUAL REPORT Exhibit (13) CURTISS-WRIGHT CORPORATION Annual Report 1993 90 Years of Flight On December 17, 1903 on the Outer Banks of North Carolina, man's quest to fly was realized for the first time. Ironically, this milestone, which marked one of the greatest advancements in the history of man, was witnessed by only a handful of people. Its full impact has yet to be totally realized, even though its effect is felt by virtually everyone on earth and its application extends beyond this planet. We express thanks and gratitude to Orville and Wilbur Wright, Glenn Curtiss, and the other early pioneers of aviation who took those first steps. ----------------------------------------------------------------------- CONTENTS ----------------------------------------------------------------------- 1. Financial Highlights 2. To Our Shareholders 8. Management's Discussion and Analysis of Financial Condition and Results of Operations 16. Consolidated Financial Statements 21. Notes to Consolidated Financial Statements 41. Report of the Corporation and Report of Independent Accountants 44. Consolidated Financial Data and Corporate Directory 45. Corporate Information COVER -28- Financial Highlights
($ in thousands except per share data) 1993 1992 1991 - ------------------------------------------------------------------------------------------------------- PERFORMANCE Sales and other revenues $170,264 $193,088 $203,080 Cash flow from operating activities 21,492 32,643 41,105 Net earnings (loss) before accounting changes (2,952) 21,687 21,253 Net earnings (loss) (5,623) 21,687 21,253 Net earnings (loss) per common share before accounting changes (.58) 4.29 4.21 Net earnings (loss) per common share (1.11) 4.29 4.21 Return on average stockholder's equity before accounting changes (2.0)% 14.7% 16.1% New orders 155,990 191,641 162,569 Backlog at year-end 149,188 152,062 140,158 YEAR-END FINANCIAL POSITION Current assets in excess of current liabilities $92,712 $86,342 $71,102 Ratio of current assets to current liabilities 3.1 TO 1 3.3 to 1 2.6 to 1 Total assets $236,947 $238,898 $233,226 Stockholders' equity $144,231 $155,204 $140,107 Stockholders' equity per common share $28.50 $30.67 $27.68 OTHER YEAR-END DATA Depreciation $11,483 $11,919 $12,153 Capital expenditures $4,914 $6,752 $7,529 Shares of common stock outstanding 5,060,743 5,060,743 5,061,193 Number of stockholders 6,881 7,378 8,795 Number of employees 1,565 1,684 1,842 DIVIDENDS PER COMMON SHARE $1.00 $1.00 $1.00
- ------------------------------------------------------------------------------- Curtiss-Wright Corporation and its subsidiaries constitute a diversified multi-national manufacturing group which produces and markets precision components and systems and provides highly engineered services to Aerospace, Industrial, and Flow Control and Marine markets. The company operates four domestic manufacturing facilities and thirty-three service facilities located in North America and Europe and employs approximately 1,600 people. - ------------------------------------------------------------------------------- 1. -29- Fellow Shareholders: OVERVIEW 1993 has been one of the most difficult years in the recent history of Curtiss-Wright. For the first time the company felt the full negative impact of the extraordinary changes taking place in its traditional aerospace/defense markets. The effect of those major dislocations proved to be even more severe than we had initially anticipated. One result was a significant decline in our operating earnings. Another was our inability to obtain purchase offers for our Flight Systems and Metal Improvement Company operations at prices we felt were commensurate with their underlying values. However, at the same time, we have succeeded in resolving a number of negative situations which threatened the company and its shareholders. We settled, on an acceptable basis, the long-standing litigation brought by the U.S. Government against our Target Rock subsidiary. We also obtained a conditional approval of our Wood-Ridge environmental remediation plan. In addition, we were able to evaluate and make appropriate provisions for the clean-up of a number of other environmental situations having their origin in operations of Curtiss-Wright many years ago. Finally, and perhaps most important for the long-term, our business units have been able to attain or solidify positions on promising new programs and to develop new products to be introduced in 1994. All of these matters are discussed below. FINANCIAL RESULTS Aggregate pre-tax operating earnings from our business segments (exclusive of certain unusual items listed below) for the year 1993 amounted to $24.3 million, in contrast to comparable earnings of $34.0 million in 1992. Sales in 1993 totaled $158.9 million, as compared to $179.7 million in 1992, which reflects a decline of 12%. In total for 1993, Curtiss-Wright posted a net loss of $5.6 million, or $1.11 per share, as compared to net earnings of $21.7 million, or $4.29 per share in 1992. Results in 1993 reflect expenses after tax of $8.6 million, or $1.70 per share, related to settlement of the U.S. Government suit against Target Rock. Profitability was also negatively impacted to the extent of an additional $11.1 million after tax, or $2.19 per share, as a result of the following items: an increase in environmental reserves for various sites of $2.5 million, or $.49 per share; a reduction in net earnings of $6.2 million, or $1.23 per share, because of new accounting rules; a provision of $1.6 million, or $.31 per share, on account of the consolidation of Metal Improvement Company facilities and the closing of its composite operation, and a reserve of $.8 million, or $.16 per share, for the anticipated sale of the Buffalo Extrusion Facility. Absent these unusual items, net earnings for the year 1993 would have amounted to $14.1 million, or $2.78 per share. TARGET ROCK LITIGATION In 1993, a settlement of $17.5 million was made on a $114.0 million lawsuit filed by the U.S. Government against Target Rock in 1990. The suit related to Government claims in connection with embezzlements from Target Rock by certain former employees and alleged mischarging of labor hours to Government subcontracts by those former employees. It involved events occurring seven or more years ago and was unrelated to the current business and activities of Target Rock. When Curtiss-Wright discovered the employee misconduct, we immediately informed the Government and dismissed the employees responsible. 2. -30- Management concluded that it was in the best interest of the company to resolve the lawsuit at this time in order to end management's distraction from the current business, and to avoid the significant legal and other expenses which would have been involved in the continued defense of the litigation. The settlement agreement provides that it is not to be deemed an admission by Target Rock of any liability. With the resolution of the lawsuit, Target Rock's management can focus on the business at hand, which is discussed at length later in this letter. OPERATIONS Early last year, the Board of Directors made the decision to explore the possible sale of our Flight Systems Group and Metal Improvement Company subsidiary. This program was initiated in response to consolidation activities that were taking place in the defense industry and to test this alternative means of enhancing shareholder value. A substantial number of prospective acquirers were contacted through our investment banking firm, Merrill Lynch. In our view, prospective purchasers overly discounted the future prospects for both entities, resulting in offers that, in our opinion, did not reach the values to shareholders that would be achieved from our continued operation of the business units. During our efforts to sell these businesses, we continued to focus on aggressively defending our position in our markets and on expanding market share where possible. The company has had some successes in these areas in 1993 and these efforts will be continuing in the future. While Curtiss-Wright has made significant progress in this regard, the programs involved are long term in nature and the rewards will not be enjoyed immediately. The successes achieved on being awarded contracts on new defense programs will not be fully realized until those programs enter production phases later in this decade. Although significant revenue associated with engineering and development activities on these projects will be generated over the next several years, management expects no better than flat sales in 1994 as the slow-down in the commercial aerospace industry continues and defense budgets possibly face further reductions. The specific factors impacting each of our business units, as well as the activities that have resulted in strengthening their positions in traditional markets, will be discussed in the following sections. Also outlined will be advances that may result in expansion into new markets. CURTISS-WRIGHT FLIGHT SYSTEMS GROUP The major factors affecting performance of this business unit in 1993 were the successive reductions in production levels of commercial aircraft by the Boeing Commercial Airplane Group, and reduced U.S. Air Force procurement for the Lockheed F-16 Fighting Falcon. Flight Systems provides the Leading Edge Flap Rotary Actuators (LEFRA) for the F-16. Commitments for new F-16 aircraft from Lockheed/Fort Worth Company for the U.S. Air Force and LEFRAs provided for an Air Force retrofit program are scheduled to be completed in 1994. Future Government orders for this aircraft are uncertain and the potential for the F-16 is largely dependent on Lockheed's foreign sales. In 1993, Flight Systems obtained a sole-source contract from Lockheed covering its requirements for LEFRA to support such sales. This potentially significant contract can generate a high volume of sales but cannot be expected to fully replace the volume that has been experienced from the U.S. Air Force programs. 3. -31- Looking to the future, Flight Systems has become a major supplier on the Lockheed/Boeing F-22 Advanced Tactical Fighter. It has won contracts for the actuation systems for the leading edge flap and the main and side weapons bay doors and, during the past year, has been performing contracts for the engineering and manufacturing development work on these programs. The engineering capabilities at Flight Systems have been expanded for this development activity, which the Group will be engaged in for the next several years. As a result of this development work and deliveries of pre-production systems, Flight Systems will be in a favorable position to win the contracts for full scale production of these systems, currently scheduled to begin in 1998. Another significant program that has been obtained by Flight Systems is the Leading Edge Extension Vent Mechanical Drive System for the McDonnell Douglas Aerospace F/A-18 E/F aircraft. This aircraft is also in the engineering, development and qualification stage, with actual production several years away. The development work on these military aircraft programs and three smaller Boeing 777 airliner projects, will not, in the next few years, fully replace the revenue levels which had been provided by the F-16. Accordingly, cost reductions have been implemented and will continue until current development programs are released to production. Despite lower production levels faced in the short term, Curtiss-Wright feels Flight Systems has positioned itself well for participation on those military aircraft programs which have the greatest future potential. In addition to efforts to strengthen itself in what have been its traditional product applications, Flight Systems has also been expanding into other areas. The Group has had initial successes in the expansion of its overhaul operation for actuators and related commercial aircraft products. While sales volume is not yet sizeable, progress has been made in the establishment of a customer base and growth prospects for this business area are encouraging. Overhaul activities should provide additional diversification to the strong sales base already existing in the Flight Systems' Boeing production programs. Flight Systems also has been looking toward commercial applications of the technology it has developed relating to its actuation product line. During the first half of 1994 it expects to introduce an electro-mechanical rescue tool, based on its aerospace technology, that will compete with the hydraulic tools presently being used in the fire and rescue market. A development unit has been successfully tested, patents applied for and advanced prototypes designed. We feel that the Curtiss-Wright tool (the Power HawkTM) will provide significant advantages over the equipment presently available, and should enable us to penetrate this market. Flight Systems will be continuing to look for opportunities to expand its business base by winning new programs as they become available, displacing incumbents on existing programs and identifying potential growth situations that have the proper fit with its core expertise. 4. -32- METAL IMPROVEMENT COMPANY In 1993, Metal Improvement was severely affected by the depressed worldwide aerospace market as well as the general economic slowdown in Europe. Metal Improvement sales and profitability from European operations were also adversely impacted by the exchange rate effect of the weak British pound relative to the U.S. dollar in 1993 as compared to 1992. Metal Improvement currently operates 33 facilities worldwide with 26 being located in the United States. Because of marketplace changes, Metal Improvement is in the process of consolidating some of its facilities. A decision also has been made to discontinue a small composite repair facility operated near Dallas, Texas. A provision of $2.4 million was recorded in 1993 to reflect the estimated expenses of these actions. It is anticipated that the resulting cost reductions will begin to be realized in 1994. TARGET ROCK CORPORATION An objective of Target Rock in 1993 was to further improve its position as a valve supplier to the U.S Naval Nuclear Program, as well as to expand its market presence as a valve actuator and controller supplier to that program. With the reduced ship build levels for nuclear aircraft carriers and submarines, it was highly desirable that Target Rock improve on what was already a strong position in this market. It was successful in doing this through the capture in 1993 of a significant portion of the military valve business, and all of the available valve actuator orders. The resulting increase in market share has allowed Target Rock to maintain its level of business and position itself to continue to compete successfully in this core market. While there has not been any construction of new nuclear power plants by the U.S. utility industry for a number of years, a significant spares market for existing facilities continues to exist. Sales in this area were down for 1993 as utility companies have been reducing inventory levels. Target Rock is working closely with these customers to participate in inventory restocking programs when they occur. Target Rock has also achieved some initial success in obtaining new orders for valves in South Korea, which has an extensive program under way for the construction of new nuclear plants. In 1993, the unit received contracts on the majority of the projects in that country for which it competed, with several still to be awarded. The South Korean long-term program is to build two nuclear facilities every four years over the next twenty years; Target Rock will be working to build upon the relationships that have now been established in that country. 5. -33- Target Rock has been positioning itself for participation in a new emerging opportunity created by the Clean Air Act of 1990. The Act requires strict monitoring and control of hazardous emissions released into the air. Valves that are currently used in petrochemical processing plants have a tendency to wear over time and begin to leak, resulting in eventual replacement. Since 1951, Target Rock has been a supplier of fluid control products to satisfy the severe requirements of nuclear-powered naval vessels. The technology and experience developed for this purpose have enabled us to design valves that we believe will meet all the requirements of the Act. In 1993, Target Rock completed a valve redesign to reduce costs for greater competitiveness in the petrochemical market. Because the time frame for the phase-in of the new clean air standards has been extended, our current expectations are that petrochemical plants will not begin making expenditures related to these new standards until the 1996/1997 time frame. Target Rock is continuing to work on positioning itself to capitalize on this new opportunity, but penetration of this new market, with its existing strong supplier base, will present a considerable challenge. Target Rock has experienced a strike by the union representing its production workers, beginning in May of 1993 and continuing to the present. While a settlement still has not been reached as of this time, Target Rock has returned to full production. WOOD-RIDGE BUSINESS COMPLEX Rental revenue for 1993 increased from 1992 as occupancy rates improved. The real estate market in New Jersey has been strengthening and we are looking for further increases in occupancy levels this year. Environmental cleanup activities at the location continued and some portions of the program were completed. The cleanup plan for soil contamination at the site was approved by the New Jersey Department of Environmental Protection & Energy in 1993. Soil remediation will begin in 1994 and should continue for approximately five years. A groundwater cleanup plan has also been approved subject to the submission of additional data and an acceptable system design, which are scheduled for 1994. Total cost estimates for the Wood-Ridge cleanup remain within the amount reserved in 1990, with the bulk of the work and expenditures still to be incurred. BUFFALO EXTRUSION FACILITY An agreement for the sale of this business unit was entered into in 1993. With the closing expected in the first quarter of 1994, the 1993 financial statements were prepared to reflect an estimated after tax loss of $800,000. However, the agreement of sale subsequently expired without the buyers' obtaining suitable financing. Management is continuing to pursue a possible sale of this unit. 6. -34- OFFICERS AND DIRECTORS On May 11, 1993, Shirley D. Brinsfield, who had been serving as Chairman of the Board and President, announced his retirement as an employee of the company. He has continued to serve as Chairman and the undersigned has assumed the positions of President and Board member. On December 18, 1993, Richard Dicker, who served on the Board of Directors of Curtiss-Wright for 12 years, died at the age of 79. His wise counsel and active participation will be sorely missed. IN CLOSING As we go forward in 1994 we will continue to strive for improved operating performance, a heightened understanding of the needs of our customers and the sustained growth of our operations within or peripheral to our existing core competencies and markets. In pursuing these efforts, we will have the benefit of our talented and dedicated employees, as well as a position of substantial liquidity and growing financial strength. With your support we will continue to pursue our ultimate objective of the creation of increased long-term values. David Lasky David Lasky President February 15, 1994 7. -35- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: Curtiss-Wright Corporation posted a consolidated net loss for 1993 of $5.6 million, or $1.11 per share, compared to net earnings for 1992 of $21.7 million, or $4.29 per share. Net earnings for 1992 had been slightly above net earnings of 1991 which were $21.3 million, or $4.21 per share. The net loss for 1993 reflects the following unusual or infrequently occurring items which must be taken into account in any comparison with prior years. Excluding the impact of these items, the Corporation would have achieved net earnings in 1993 of $14.1 million, or $2.78 per share, still a substantial decline from the reported net earnings of 1992. Generally speaking, this decline is reflective of the performance of our business segments for 1993 when compared to 1992. This will be reviewed following a discussion of the unusual or infrequently occurring items. The unusual or infrequently occurring items are: o LITIGATION SETTLEMENT COSTS: The Corporation recorded a charge against 1993 earnings of $17.5 million for the settlement of litigation brought by the U. S. Government in 1990 against the Corporation's Target Rock subsidiary. After taking into account a $3.0 million insurance recovery under a blanket crime policy and applicable tax benefits, the settlement reduced net earnings for 1993 by $8.6 million, or $1.70 per share. (See Note 10.) o ENVIRONMENTAL COSTS: The Corporation recorded charges of $3.8 million for the estimated cost of future environmental cleanup on a number of sites on which it has been named as a potentially responsible party ('PRP'). On an after-tax basis, environmental charges reduced net earnings by $2.5 million, or $.49 per share in 1993. The Corporation previously recorded environmental charges in 1992 reducing net earnings of that year by $.7 million, or $.13 per share. (See Note 13.) o RESTRUCTURING CHARGES: The Corporation recorded restructuring charges in 1993 totaling $3.6 million, which reduced net earnings for the year by $2.4 million, or $.47 per share. These charges reflect the anticipated loss on the sale of the Corporation's Buffalo Extrusion Facility, the consolidation of two Metal Improvement Company ('MIC') shot peening facilities, and the closing of MIC's Composites Facility in Texas. (See Note 14.) o CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES: Net earnings for 1993 were reduced by the cumulative effect of a change in accounting for postretirement medical costs under SFAS No. 106. The Corporation recognized a one-time transition obligation charge of $9.8 million, reducing net earnings by $6.4 million or $1.27 per share. (See Note 17.) 8. -36- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) In the first quarter of 1993 the Corporation recognized a cumulative effect for net tax benefits of $3.8 million from a change in accounting for income taxes under SFAS No. 109. These tax benefits were provided by the utilization of the Corporation's capital loss carryforward through the recognition of estimated future capital-gain income deemed likely at that time. However, given the events and circumstances of 1993, management has reassessed the likelihood of realization of future capital-gain income. Included in the provision for income taxes for the year ended December 31, 1993, is a valuation allowance offsetting $3.6 million of the estimated future tax benefits from the Corporation's capital loss carryforward. The net income recognized by SFAS No. 109 for the full year 1993 amounted to $.2 million, or $.04 per share. (See Note 7.) Total sales for the Corporation were $158.9 million in 1993, a 12% decline from 1992 sales of $179.7 million, while pre-tax operating profits from our three business segments totaled $21.9 million in 1993, a decline of 36% from 1992 segment operating profits of $34.0 million. Total sales for the Corporation were $179.7 million in 1992, a 6% decline from 1991 sales of $191.3 million. Pre-tax operating income from the Corporation's three operating segments, totaled $34.0 million for 1992, a slight decrease from 1991 operating income of $35.2 million. For 1993 the Corporation received new orders of $156.0 million, 19% below orders received in 1992 and 4% below orders received in 1991. The total backlog at December 31, 1993, amounted to $149.2 million, slightly below backlog at December 31, 1992, but a 6% improvement over year-end 1991 backlog. It should be noted that shot peening, heat treating, peen forming and overhaul services, which represent approximately 43% of the Corporation's total sales, are sold with very modest lead times. Accordingly, backlog for these product lines is less of an indication of future activity. SEGMENT PERFORMANCE (1993 COMPARED WITH 1992): AEROSPACE: The Aerospace segment reported sales of $96.9 million and pre-tax operating income of $16.3 million for 1993, declines of 13% and 32%, respectively, from the sales and operating profits reported in 1992. Overall, these declines reflect a stretchout of current orders and cutbacks in new aircraft production from both military and commercial aircraft builders. Sales and operating profits in 1993 for actuation components, systems and spare parts declined in comparison with those products' results in 1992. Declines in sales and profits of commercial actuation products were primarily caused by production schedule reductions on current programs for Boeing Airplane Company's 737 and 747 aircraft. Declines in sales and profits of military actuation products reflect reduced pricing arrangements in 1993, as compared to 1992, as well as the scale back of Air Force requirements, on the F-16 Fighting Falcon program. Military sales in 1993 were also affected by lower Department of Defense procurement activity for F-18 production and spares and for F-14 spares. The Corporation delivered final production orders on F-14 programs in 1991 but maintained a high level of spares sales in 1992. Aerospace results in 1993 also reflect a substantial decline in sales and in operating profits of shot peening 9. -37- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) and peen forming services for aerospace customers in comparison with the 1992 performance. Declines in sales and operating profits for these services are generally attributed to a stretch out of orders on Airbus and McDonnell Douglas programs, combined with reduced pricing in some areas. Operating profits of 1993 were further reduced by provisions established for the closing of a composites facility in Texas and the consolidation of shot peening operations which operate principally in the Aerospace market. AEROSPACE - ------------------------------------------------------------------------------- PRODUCTS/SERVICES MAJOR MARKETS - ------------------------------------------------ --------------------------- Control & Actuation Components & Systems U.S. Government Agencies Shot Peening, Peen Forming & Composite Foreign Governments Repair Services Aerospace Manufacturers Custom Extruded Shapes Commercial/Military/ Windshield Wiper Systems General Aviation Helicopter Manufacturers Commercial Airlines Missile Manufacturers INDUSTRIAL: The Industrial segment reported sales of $37.3 million in 1993, only slightly below sales of $37.5 million reported in 1992. Operating profits for 1993, however, declined 50% to $2.6 million, compared with $5.2 million in 1992. Sales for 1993 reflected an increase, from 1992 levels, in sales of extruded commercial tubular products, which was offset by a decline in sales of Swench products. The Corporation had received a $4.5 million order in 1992 for its Swench manual impact wrench on which final shipments were made in early 1993. Sales of shot peening services for industrial markets remained at 1992 levels but generated significantly lower operating profits for 1993. The decline in profits is due to a reduction in industrial market field work in 1993 and the continued effects of recession on automotive and non-aerospace industries, especially in Europe. INDUSTRIAL - ------------------------------------------------------------------------------- PRODUCTS/SERVICES MAJOR MARKETS - ------------------------------------------------- -------------------------- Shot Peening and Heat Treating Services Metal Working Industries Extruded Shapes and Seamless Alloy Pipe Oil/Petrochemical/Chemical Compressor Valve Reeds Construction Oil and Gas Drilling/ Exploration Power Generation Agricultural Equipment Automotive and Truck Manufacturers 10. -38- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) FLOW CONTROL AND MARINE: The Flow Control and Marine segment reported sales of $24.7 million for 1993, down 19% from sales of $30.3 reported for 1992. Operating profits for 1993 totaled $3.0 million, compared with $4.9 million of operating profit for 1992. Sales for 1993 include $3.2 million related to the termination of valve orders on the U. S. Navy's Seawolf program. The additional sales reflect the settlement of Seawolf termination claims and equitable price adjustments related to the cancellation of contracts. Excluding these adjustments, sales of valve products for government end use declined $1.9 million for 1993, when compared with 1992. Commercial valve sales also declined in 1993, primarily due to an improved shipment performance in 1992. Operating earnings generated by the valve product lines declined overall for 1993, when compared with 1992, primarily due to overruns on a fixed price commercial valve contract. Also contributing to the decline in sales and operating profits, when comparing 1993 with 1992, was a substantial absence, in 1993, of sales of extruded products for aircraft carrier and submarine usage. FLOW CONTROL AND MARINE - ------------------------------------------------------------------------------ PRODUCTS/SERVICES MAJOR MARKETS - ---------------------------------------------- ---------------------------- Globe, Gate, Control, Solenoid, Safety Relief U.S. Navy Propulsion Systems and Severe Nuclear and Fossil Fuel Power Service Valves Plants Custom Extruded Shapes and Seamless Alloy Pipe U.S. Navy Shipbuilding (1992 COMPARED WITH 1991): AEROSPACE: The Aerospace segment reported sales of $111.9 million for 1992, a 4% decline from sales reported in 1991. Declines in military sales were caused by the scale back of Air Force requirements on the F-16 Fighting Falcon program, which affected both sales volumes and current pricing arrangements in 1992, as compared with 1991. Lower sales in 1992 also reflect the lack of production orders for actuation products on the F-14 program, which was partially offset by an increase in actuation spares sales for the F-14. Commercial sales of actuation products in 1992, as compared with 1991, also declined, caused by reduced demands of Boeing production programs. Lower sales of actuation products in 1992 were partially offset by higher sales of shot peening and peen forming services and higher sales of custom tubular products for Aerospace markets. Operating earnings for the Aerospace segment totaled $23.9 million in 1992, down 12% from earnings levels of 1991. Federal budget cut- backs, increased competitive conditions and a recessionary economy continued to impact a substantial number of Aerospace programs. The most substantial decline in Aerospace earnings was a result of the lower sales volumes and lower pricing arrangements on actuation products for the Corporation's military customers. 11. -39- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) INDUSTRIAL: The Industrial segment reported sales of $37.5 million in 1992, a decline of 16% from 1991 sales levels. The decline in sales, year to year, primarily reflects the absence of sales from our Canadian operations. The Corporation sold its Canadian engine distribution business in late 1991 and ceased operations of its Canadian air compressor business in April 1992. These operations had contributed $6.4 million to reported 1991 Industrial segment sales. Also contributing to the lower sales, when comparing 1992 with 1991, was a decline in sales of shot peening products. Shot peening sales were particularly affected by domestic and European economic conditions in 1992, which resulted in a downturn in automotive and other non-aerospace markets serviced by this business. The decline in sales for 1992 of this segment, as compared with 1991, was offset to some extent by a $4.5 million order for Swench products received in 1992 and by higher sales of commercial stainless steel pipe products. Pipe product sales had been depressed in 1991 because of equipment and tooling problems experienced at our extrusion press facility in Buffalo, New York. Operating earnings reported by our Industrial segment totaled $5.2 million in 1992, a slight increase over 1991 reported earnings. Higher earnings were generated by the increased sales of Swench products and extruded pipe products but were partially offset by lower earnings from shot peening operations. Operating earnings were also improved from the disposal of the aforementioned Canadian operations, which had reported a small operating loss for 1991. FLOW CONTROL AND MARINE: The Flow Control and Marine segment reported sales of $30.3 million for 1992, slightly below 1991 reported sales levels. Sales of valve products for U.S. Government use rose $2.2 million in 1992 as a result of orders received in 1991 for the retrofit of submarine valve actuation devices. Commercial valve sales declined $2.5 million in 1992 from 1991 levels as a result of lower spares sales, delays in receiving expected service business for nuclear plant maintenance and a sizable foreign nuclear valve order filled in 1991. Despite relatively level sales, 1992 operating earnings for the Flow Control and Marine segment improved 44% from earnings achieved in 1991. Earnings for 1992 benefitted from an improved product mix, improved overhead absorption and continued cost containment efforts. OTHER REVENUES AND COSTS: Other revenue for 1993 totaled $11.4 million, compared with other revenue of $13.4 million recorded in 1992. The decline reflects interest income, amounting to $2.0 million, received during 1992 in connection with refunds of Federal and State income taxes previously paid on long-term contracts. Other revenue for 1992 was 13% higher than other revenue reported for 1991, also reflecting the above mentioned tax refunds received in 1992. Rental income improved slightly in 1993 after having declined $1.0 million in 1992 compared with 1991. The decline in rental income, comparing 1992 with 1991, was primarily due to lower occupancy levels at the Corporation's Wood-Ridge New Jersey business Complex during the first half of 1992. Occupancy at the complex returned to 80% of capacity by September 1992, from its low point of 67% in March 1992. Revenue generated by our portfolio of short-term investments in 1993 maintained levels consistent with 1992 and 1991. 12. -40- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) Product, engineering and selling costs incurred by our operating segments declined 9% and 6%, respectively, in 1993 and 1992, from costs incurred in the prior year. The decline in costs generally reflects cost containment efforts and lower sales volumes. Product and engineering costs reflect charges of $1.6 million and $2.2 million in 1993 and 1992, respectively, for non-recoverable costs on long-term contracts and associated new program development costs. General and administrative expenses for 1993 were slightly higher when compared with 1992, but are 5% lower in comparison to 1991. Included in general and administrative expenses for 1993 is the effect of net periodic costs related to new accounting rules for non-pension postretirement benefits. These additional costs amounted to $1.0 million, compared with actual claims paid in 1992 and 1991 of $.5 million. General and administrative expenses for the Corporation reflect the benefits derived from its overfunded pension plans, as detailed in Note 16. Income generated by the overfunded pension plans reduced operating expenses by $3.0 million in 1993, as compared to $3.7 million and $3.3 million recognized in 1992 and 1991, respectively. Expenses for 1991 had been reduced by the recognition of a $2.1 million refund received in connection with previously satisfied employee life insurance obligations. The Corporation's provision for income taxes in 1993 includes a valuation allowance under SFAS No. 109 which added an additional $3.6 million to taxes for the year, as previously discussed under cumulative effect of accounting changes. The tax provision in 1993 also includes an adjustment to the Corporation's deferred tax items in response to the Omnibus Budget Reconciliation Act of 1993 (OBRA '93). The change to a 35% rate resulted in an additional charge to earnings of $.5 million for 1993. Taxes applicable to 1992 were based on the prior U. S. Federal statutory rate of 34% and had been reduced, in comparison to 1991, by tax benefits available from the utilization of a capital loss carryforward for capital-gain income generated by sales of short-term investments. Also reducing the Corporation's 1992 tax provision were tax benefits derived from the income tax refunds received in 1992. These benefits, amounting to $.7 million, were the result of higher statutory federal income tax rates in effect at the time the taxes were originally paid. OUTLOOK: The Corporation announced on January 21, 1993, its intention to pursue the sale of its Flight Systems and Metal Improvement Company subsidiaries. On July 28, 1993, the Corporation announced the termination of the process of exploring the possible sale of its Flight Systems Group, and on October 20, 1993, a similar announcement was made for the Metal Improvement Company. Offers received by the Corporation for both business units were, in the opinion of the Corporation, overly discounted for the anticipated worsening of the depressed conditions in the commercial and military aerospace markets and the related disappointing financial performance in 1993. The Corporation believes that greater value can be obtained by continuing to operate both of these business units than by selling them. 13. -41- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) As indicated above, the Corporation is subject to cutbacks in the U. S. Government's defense budget, a general slow-down in the commercial aerospace industry and stagnant economic conditions worldwide. All of these factors have had an adverse impact on the Corporation's 1993 performance, and a substantial improvement is not expected in the near term. CHANGES IN FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES: The Corporation continued to strengthen its financial position in 1993. Working capital at December 31, 1993, amounted to $92.7 million, a 7% increase over working capital of $86.3 million at December 31, 1992. However, the ratio of current assets to current liabilities at December 31, 1993 declined slightly to 3.1 to 1 from 3.3 to 1 at December 31, 1992. The increase in working capital is a result of increases in cash and invested funds generated from operations, which total $75.2 million at December 31, 1993, compared with $67.5 million at December 31, 1992. The 1993 amount was reduced by $8.9 million early in 1994 as a result of the settlement of the Target Rock litigation. (See Note 10.) At December 31, 1993 the Corporation had a current deferred-tax asset of $8.9 million, $5.4 million higher than at the end of 1992. This increase reflects the tax benefits expected from the current provisions for environmental costs, restructuring costs and legal matters established in 1993. The increase in current deferred taxes was offset partially by a $5.1 million decrease in taxes payable for 1993 from December 31, 1992, primarily reflecting the lower level of pre-tax earnings recorded by the Corporation in 1993. Also impacting working capital at year-end 1993 was a decline in inventory balances from year-end 1992. The reduction to inventory occurred primarily in the raw materials and work in process inventories as a result of the combined effect of lower sales volume and management's emphasis on improving inventory turnover, cost containment efforts and 'just in time' programs. During 1993 the Corporation retired outstanding debt of $3.5 million through the prepayment of industrial revenue bonds and a mortgage note. In 1992 the Corporation repaid $7.5 million in long-term debt through the early extinguishment of industrial revenue bonds. The Corporation's total outstanding debt at year-end 1993 represented only 10% of total stockholders equity, compared with 12% at December 31, 1992. The Corporation also continues to maintain a $45.0 million revolving credit agreement established in 1991. During 1993 an $18.8 million standby letter of credit, which had been issued against this revolving credit agreement in connection with the continuing Wood-Ridge environmental cleanup program, was canceled. The Corporation met the prescribed standards of financial responsibility under a newly enacted New Jersey Industrial Site Recovery Act and was relieved of the letter-of-credit requirement. The maximum available credit unused at December 31, 1993, improved to $28.1 million from $17.4 million at December 31, 1992. 14. -42- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) Capital expenditures were $4.9 million in 1993, down 27% from 1992 levels and 35% from capital expenditures in 1991. Actual expenditures related primarily to replacement equipment and building maintenance. Aerospace- related expenditures accounted for $2.6 million, more than 50% of the total spent in 1993. The Corporation anticipates increasing capital expenditures in 1994 to approximately $11.6 million. Projected expenditures for 1994 are expected to consist primarily of machinery for new and existing programs within the Aerospace segment. At December 31, 1993, the Corporation had committed approximately $1.3 million for future expenditures, primarily for machinery and equipment to be used in its operating segments. Cash generated from operations is considered to be adequate to meet the Corporation's overall cash requirements for the coming year, including normal dividends, planned capital expenditures, expenditures for environmental programs and other current liabilities. CHANGES IN ACCOUNTING STANDARDS FOR 1994: The Financial Accounting Standards Board has issued two new accounting standards not yet adopted by the Corporation. Statement No. 112, 'Employers' Accounting for Postemployment Benefits' is discussed in Note 16, and Statement No. 115, 'Accounting for Certain Investments in Debt and Equity Securities' is discussed in Note 22. Both of these new standards will be adopted effective January 1, 1994, but are not expected to have a material effect on the Corporation's financial condition or results of operations for the coming year. 15. -43- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, -------------------------------- (In thousands except per share data) 1993 1992 1991 REVENUES: Sales...................................................................... $158,864 $179,737 $191,250 Rentals and gains (losses) on sales of real estate and equipment................. 8,101 7,744 9,082 Interest, dividends and gains (losses) on short-term investments, net............ 2,783 4,291 2,365 Other income, net................................................................ 516 1,316 383 -------- -------- -------- Total revenues.............................................................. 170,264 193,088 203,080 -------- -------- -------- COSTS AND EXPENSES: Product and engineering.......................................................... 112,552 122,981 130,750 Selling and service.............................................................. 6,055 7,038 7,024 Administrative and general....................................................... 27,784 27,275 29,267 Litigation settlement costs...................................................... 13,915 Environmental remediation costs.................................................. 4,472 1,813 986 Restructuring charges............................................................ 3,626 Interest......................................................................... 530 1,264 1,580 -------- -------- -------- Total costs and expenses.................................................... 168,934 160,371 169,607 -------- -------- -------- Earnings before income taxes and cumulative effect of changes in accounting principles.......................................................................... 1,330 32,717 33,473 Provision for income taxes............................................................ 4,282 11,030 12,220 -------- -------- -------- Earnings (loss) before cumulative effect of changes in accounting principles.......... (2,952) 21,687 21,253 Cumulative effect of changes in accounting principles (net of applicable taxes)....... (2,671) -------- -------- -------- Net earnings (loss)......................................................... $ (5,623) $ 21,687 $ 21,253 ======== ======== ======== NET EARNINGS PER COMMON SHARE: Earnings (loss) before cumulative effect of changes in accounting principles..... $ (.58) $4.29 $4.21 Cumulative effect of changes in accounting principles............................ (.53) -------- -------- -------- Net earnings (loss) per common share............................................. $(1.11) $4.29 $4.21 ======== ======== ======== See notes to consolidated financial statements.
16. -44- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, -------------------- (In thousands) 1993 1992 ASSETS Current assets: Cash and cash equivalents....................................... $ 20,349 $ 28,134 Short-term investments.......................................... 54,811 39,373 Receivables, net................................................ 27,333 27,327 Income taxes refundable......................................... 255 Deferred tax asset.............................................. 8,882 3,494 Inventories..................................................... 22,455 23,667 Other current assets............................................ 2,142 2,109 -------- -------- Total current assets....................................... 136,227 124,104 -------- -------- Property, plant and equipment, at cost: Land............................................................ 4,994 4,931 Buildings and improvements...................................... 79,374 78,086 Machinery, equipment and other.................................. 124,423 126,135 -------- -------- 208,791 209,152 Less, accumulated depreciation............................. 137,361 129,521 -------- -------- Property, plant and equipment, net................................... 71,430 79,631 Prepaid pension costs................................................ 24,062 20,876 Other assets......................................................... 5,228 14,287 -------- -------- Total assets............................................... $236,947 $238,898 ======== ======== 17. -45- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES Current liabilities: Current portion of long-term debt.................................. $ 124 $ 2,542 Accounts payable................................................... 3,810 4,276 Accrued expenses................................................... 11,180 12,263 Income taxes payable............................................... 4,870 Other current liabilities.......................................... 28,401 13,811 -------- -------- Total current liabilities.......................................... 43,515 37,762 -------- -------- Long-term debt....................................................... 14,426 16,266 Deferred income taxes................................................ 6,354 9,547 Accrued postretirement benefit costs................................. 10,376 Other liabilities.................................................... 18,045 20,119 -------- -------- Total liabilities.................................................. 92,716 83,694 -------- -------- Contingencies and Commitments (Notes 9, 10, 11 & 19) STOCKHOLDERS' EQUITY Common stock, $1 par value, 10,000,000 shares issued (outstanding shares 5,060,743 for 1993 and 1992..................... 10,000 10,000 Capital surplus...................................................... 57,172 57,062 Retained earnings.................................................... 261,356 272,038 Unearned portion of restricted stock................................. (87) (317) Equity adjustments from foreign currency translation................. (1,862) (1,231) -------- -------- 326,579 337,552 Less, treasury stock at cost (4,939,257 shares for 1993 and 1992)........................... 182,348 182,348 -------- -------- Total stockholders' equity......................................... 144,231 155,204 -------- -------- Total liabilities and stockholders' equity......................... $236,947 $238,898 ======== ======== See notes to consolidated financial statements.
18. -46- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, (In thousands) 1993 1992 1991 -------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss).............................................. $ (5,623) $ 21,687 $ 21,253 Adjustments to reconcile net earnings to net cash provided by operating activities: Cumulative effect of changes in accounting principles....... 2,671 Litigation settlement costs................................. 13,915 Depreciation and amortization............................... 11,483 11,919 12,153 Net (gains) losses on sales of real estate and equipment.... 249 265 (87) Net (gains) losses on short-term investments................ (772) (2,112) (1,354) Deferred taxes.............................................. (1,502) (3,793) 2,492 Changes in operating assets and liabilities: Decrease in receivables................................ 1,072 7,006 10,026 (Increase) decrease in non-current retainages.......... 889 (117) (612) Decrease in inventories................................ 2,526 8,307 7,030 Decrease in progress payments.......................... (2,640) (4,640) (6,584) Decrease in accounts payable and accrued expenses...... (1,549) (5,135) (67) Increase (decrease) in income taxes payable............ (5,125) 3,426 998 (Increase) decrease in other assets.................... (2,836) (4,505) 7,814 Increase (decrease) in other liabilities............... 8,224 1,076 (12,504) Other, net............................................. 510 (741) 547 -------- -------- -------- Total adjustments........................................... 27,115 10,956 19,852 -------- -------- -------- Net cash provided by operating activities................... 21,492 32,643 41,105 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of real estate and equipment.................. 583 2,115 1,024 Additions to property, plant and equipment....................... (4,914) (6,752) (7,529) Proceeds from sales of short-term investments.................... 140,212 643,951 218,488 Purchases of short-term investments.............................. (155,841) (633,712) (264,500) -------- -------- -------- Net cash provided (used) by investing activities............ (19,960) 5,602 (52,517) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments on short-term borrowings................................ (3,000) Decrease in non-current restricted cash.......................... 9,412 Proceeds from long-term borrowings............................... 4,047 Principal payments on long-term debt............................. (4,258) (12,540) (1,098) Dividends paid................................................... (5,059) (5,059) (5,050) Exercise of stock options........................................ 290 -------- -------- -------- Net cash provided (used) by financing activities............ (9,317) (13,552) 554 -------- -------- -------- Net increase (decrease) in cash and cash equivalents............. (7,785) 24,693 (10,858) Cash and cash equivalents at beginning of year................... 28,134 3,441 14,299 -------- -------- -------- Cash and cash equivalents at end of year......................... $ 20,349 $ 28,134 $ 3,441 ======== ======== ======== See notes to consolidated financial statements.
19. -47- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
EQUITY COMMON STOCK UNEARNED ADJUSTMENTS TREASURY ------------------ PORTION OF FROM FOREIGN STOCK SHARES CAPITAL RETAINED RESTRICTED CURRENCY ------------------- (In thousands of dollars) ISSUED AMOUNT SURPLUS EARNINGS STOCK TRANSLATION SHARES AMOUNT December 31, 1990....................... 10,000,000 $10,000 $57,510 $239,207 $ (1,187) $ 877 4,957,224 $183,174 Net earnings............................. 21,253 Common dividends......................... (5,050) Exchange of common shares for restricted stock.................................. 6,543 204 Exercise of restricted stock options..... (420) (398) (25,565) (1,082) Repurchase of common shares.............. 9 6 605 27 Amortization of earned portion of restricted stock....................... 724 Translation adjustments, net............. (101) ---------- ------- ------- -------- ---------- ------------ --------- -------- December 31, 1991........................10,000,000 $10,000 $57,099 $255,410 $ (855) $ 776 4,938,807 $182,323 Net earnings............................. 21,687 Common dividends......................... (5,059) Repurchase of common shares.............. 9 4 450 25 Amortization of earned portion of restricted stock....................... (46) 534 Translation adjustments, net............. (2,007) ---------- ------- ------- -------- ---------- ------------ --------- -------- December 31, 1992........................10,000,000 $10,000 $57,062 $272,038 $ (317) $ (1,231) 4,939,257 $182,348 Net earnings (loss)...................... (5,623) Common dividends......................... (5,059) Amortization of earned portion of restricted stock....................... 110 230 Translation adjustments, net............. (631) ---------- ------- ------- -------- ---------- ------------ --------- -------- December 31, 1993........................10,000,000 $10,000 $57,172 $261,356 $ (87) $ (1,862) 4,939,257 $182,348 ========== ======= ======= ======== ========== ============ ========= ======== See notes to consolidated financial statements.
20. -48- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. - ---------------------------------------------- A. PRINCIPLES OF CONSOLIDATION. The financial statements present the consolidated accounts of Curtiss-Wright Corporation and all majority owned subsidiaries (the Corporation), after elimination of all significant inter-company transactions and accounts. B. CASH EQUIVALENTS. Cash equivalents consist of time deposits, certain money market funds, commercial paper and other investments that are readily convertible into cash, all with maturity dates of three months or less. C. PROGRESS PAYMENTS. Progress payments received under U. S. Government prime contracts and subcontracts have been deducted from receivables and inventories as disclosed in the appropriate following notes. With respect to such contracts, the government has a lien on all materials and work in process to the extent of progress payments. D. REVENUE RECOGNITION. The Corporation records sales and related profits within its Aerospace and Industrial segments, as units are shipped or as services are rendered. Sales and estimated profits under long-term military contracts within the Flow Control and Marine segment are recognized under the percentage of completion method of accounting. Profits are recorded pro rata, based upon current estimates of direct and indirect manufacturing and engineering costs to complete such contracts. Losses on contracts are provided for in the period in which the loss becomes determinable. Revisions in profit estimates are reflected on a cumulative basis in the period in which the basis for such revisions become known. In accordance with industry practice, inventoried costs contain amounts relating to contracts and programs with long production cycles, a portion of which will not be realized within one year. E. PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment are carried at cost. Major renewals and betterments are added to the fixed asset accounts while replacements, maintenance and repairs that do not improve or extend the life of the assets are expensed in the period they occur. Depreciation and amortization are computed using principally the straight-line method based upon the estimated useful lives of the respective assets. F. INCOME TAXES. Current provisions for income taxes consist of federal, foreign, state and local income taxes and include deferred tax provisions and the benefits of loss carryforwards, where applicable. The Corporation currently accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, 'Accounting for Income Taxes'(SFAS No. 109), which was adopted on January 1, 1993. Information related to this adoption appears in Note 7. For years prior to 1993, income taxes were accounted for in accordance with Statement of Financial Accounting Standards No. 96, 'Accounting for Income Taxes.' 21. -49- G. FINANCIAL INSTRUMENTS AND CREDIT RISK. Financial Instruments. The financial instruments with which the Corporation is involved are primarily of a traditional nature. The Corporation's cash equivalents are invested in high quality commercial paper, certificates of deposit and money market mutual funds. Short-term investments are invested in money market preferred stocks, common equity securities and investment grade debt instruments. The Corporation also periodically enters into futures and option contracts to hedge its exposure to foreign currency fluctuations on firm commitments relating to operating activities. Recognized gains and losses on hedge contracts are reported as a component of the related transaction. Information on fair values is presented for short-term investments and long-term debt in the associated notes which follow. Credit Risk. Credit risk is generally diversified due to the large number of entities comprising the Corporation's customer base and their geographic dispersion. The largest single customer represents 10% of the total outstanding billed receivables at December 31, 1993. The Corporation performs ongoing credit evaluation of its customers and establishes appropriate allowances for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. H. EARNINGS PER SHARE. Earnings per share were computed by dividing the applicable amount of earnings by the weighted average number of common shares outstanding during each year (5,061,000 shares in 1993 and 1992, and 5,047,000 shares in 1991). The assumed exercise of outstanding stock options for 1993 is not presented due to its anti-dilutive effect. 2. SHORT-TERM INVESTMENTS. - -------------------------- Short-term investments consist of marketable equity and non-equity securities carried at the aggregate of lower of cost or market value. The market values of all investments are based on quoted market prices for these investments. Net realized gains and losses are determined on the specific identification cost basis. The net change in the investment valuation allowance used in the determination of net earnings is the result of changes in the difference between aggregate cost and market value of items still held as marketable securities at December 31 of the respective periods. 1993 1992 ------------------- -------------------- (In thousands) COST MARKET COST MARKET Marketable securities $54,811 $54,869 $39,373 $ 40,172 ======= ======= ======= ======== Investment Income consists of: 1993 1992 1991 Net realized gains on the sale ------ ------ ------ of marketable securities $ 772 $2,112 $1,289 Interest & dividend income, net 2,011 206 1,011 Net change in investment valuation allowance used in the determination of net earnings 65 ------ ------ ------ Total investment income, net 2,783 2,318 2,365 Interest on tax refunds 1,973 ------ ------ ------ Interest, dividends and gains/(losses) on sales of short-term investments, net $2,783 $4,291 $2,365 ====== ====== ====== 22. -50- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 3. RECEIVABLES. - --------------- Receivables at December 31 include amounts billed to customers and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed. Substantially all amounts of unbilled receivables are expected to be billed and collected in the subsequent year. The composition of receivables is as follows: (In thousands) 1993 1992 ------- ------- U.S. Government receivables $ 4,581 $ 5,869 Less: progress payments applied 4,108 3,749 ------- ------- Net U. S. Government receivables 473 2,120 ------- ------- Recoverable costs and estimated earnings not billed 20,265 21,467 Less: progress payments applied 12,935 14,619 ------- ------- Unbilled charges on long-term contracts 7,330 6,848 ------- ------- Commercial and other receivables 20,423 19,337 Allowance for doubtful accounts (893) (978) ------- ------- Net receivables $27,333 $27,327 ======= ======= 4. INVENTORIES. - --------------- Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories is as follows: (In thousands) 1993 1992 ------- ------- Raw material $ 5,626 $ 6,688 Work-in-process 7,905 9,925 Finished goods 2,385 2,354 Inventoried costs related to U. S. Government and other long-term contracts 9,224 8,699 ------- ------- Gross inventories 25,140 27,666 Less: progress payments applied, principally related to long-term contracts 2,685 3,999 ------- ------- Net inventories $22,455 $23,667 ======= ======= 23. -51- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 5. OTHER ASSETS. - ---------------- Included in other assets at December 31, 1992, were retainages of $8,191,000 being withheld by customers in connection with a pending litigation, of which $8,035,000 have been used to offset an agreed settlement as discussed in Note 10. Other retainages held by customers until work is complete and customer acceptance is obtained have been reclassified to current receivables. Other assets at December 31 consist of the following: (In thousands) 1993 1992 ------ ------ Retainages $ 8,924 Property not used in operations, net $ 4,432 4,523 All other 796 840 ------- ------ Total other assets $ 5,228 $14,287 ======= ====== 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. - -------------------------------------------------- Accrued expenses at December 31 consist of the following: (In thousands) 1993 1992 ------- ------- Accrued compensation $ 3,275 $ 3,189 Accrued taxes other than income taxes 738 624 Accrued insurance 1,860 2,648 All other 5,307 5,802 ------- ------- Total accrued expenses $11,180 $12,263 ======== ======= Other current liabilities at December 31 consist of the following: (In thousands) 1993 1992 ------ ------ Current portion of environmental reserves $ 6,980 $ 4,995 Anticipated losses on long-term contracts 2,878 2,173 Litigation settlement 8,880 Other litigation reserves 3,254 3,050 Plant shutdown reserves 4,043 438 All other 2,366 3,155 ------- ------- Total other current liabilities $28,401 $13,811 ======= ======= 24. -52- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 7. INCOME TAXES. - ---------------- Effective January 1, 1993, the Corporation adopted the provisions of SFAS No. 109, 'Accounting for Income Taxes,' which requires the use of the liability method of accounting for deferred taxes. This adoption resulted in the recognition, in the first quarter, of a cumulative net tax benefit of $3,764,000 or $.74 per share, primarily from the utilization of its capital loss carryforward. As permitted under the new rules, prior years' financial statements have not been restated. Accordingly, amounts shown in 1992 and 1991 reflect income tax accounting under SFAS No. 96. In the fourth quarter, and given the events and circumstances of 1993, management has reassessed the likelihood of realization of future capital gain income and recorded a valuation allowance of $5,861,000 to offset the existing deferred tax asset, including $2,275,000 for the deferred tax benefit of additional capital loss carryforwards identified in the fourth quarter. For tax purposes the Corporation had available, at December 31, 1993, net capital loss carryforwards of $12,806,000 and $3,940,000 that will expire on December 31, 1995 and December 31, 1997, respectively, if not used. Earnings before income taxes for domestic and foreign operations are: (In thousands) 1993 1992 1991 ------- ------- ------- Domestic $(1,639) $28,246 $26,899 Foreign 2,969 4,471 6,574 ------- ------- ------- Total $ 1,330 $32,717 $33,473 ======= ======= ======= The provisions for taxes on earnings before cumulative effect of changes in accounting principles consist of: (In thousands) 1993 1992 1991 ------- ------- ------- Federal income taxes currently payable $ 3,100 $11,367 $ 5,576 Foreign income taxes currently payable 1,035 1,531 2,649 St. & local income taxes currently payable 1,411 1,925 1,503 Deferred income taxes (5,303) (3,130) 2,492 Adj. for deferred tax liability rate change 453 (663) Federal income tax on net capital gains 367 998 472 Utilization of capital loss carryforward (367) (998) (472) Valuation allowance 3,586 ------- ------- ------- $ 4,282 $11,030 $12,220 ======= ======= ======= 25. -53- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The rates used in computing the provision for federal income taxes vary from the U. S. Federal statutory tax rate principally due to the following: 1993 1992 1991 ------- ------- ------- U. S. Federal statutory tax rate 35.0% 34.0% 34.0% Add (deduct): Utilization of capital loss carryforward (78.8) (3.6) (1.4) Dividends received deduction (85.9) (.3) Increase (decrease) in deferred tax liability for change in tax rate 34.0 (2.0) State and local taxes 106.1 5.9 3.0 All other 41.9 (.3) .9 Valuation allowance 269.7 ------- ---- ------- 322.0% 33.7% 36.5% ======= ====== ======= The components of the Corporation's deferred tax assets and liabilities at December 31 are as follows: (In thousands) 1993 1992 Deferred tax assets: ------- ------- Environmental cleanup $ 8,688 $ 6,392 Post retirement benefits 3,632 Inventory 1,665 1,412 Facility closing costs 1,290 78 Legal matters 1,190 1,530 Insurance refund 1,020 Other 4,460 5,330 Net capital losses and tax carryforward 5,861 ------- ------- Total deferred tax assets 26,786 15,762 ------- ------- Deferred tax liabilities: Depreciation 7,733 8,567 Pension 8,414 7,090 U.S. Government holdbacks 3,210 Contracts in progress 1,030 1,517 Other 1,220 1,431 ------- ------- Total deferred tax liabilities 18,397 21,815 ------- ------- Deferred tax asset valuation allowance (5,861) ------- ------- Net deferred tax liabilities (assets) $(2,528) $ 6,053 ======= ======= Deferred tax assets and liabilities are reflected on the Corporation's consolidated balance sheets as follows: (In thousands) 1993 1992 Current deferred taxes $(8,882) $(3,494) Non-current deferred taxes 6,354 9,547 ------- ------- $(2,528) $ 6,053 ======= ======= 26. -54- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Income tax payments of $10,491,000 were made in 1993, $18,100,000 in 1992, and $8,800,000 in 1991. At December 31, 1993, the balance of undistributed earnings of foreign subsidiaries was $598,842. It is presumed that ultimately these earnings will be distributed to the Corporation. The tax effect of this presumption was determined by assuming that these earnings were remitted to the Corporation in the current period and that the Corporation received the benefit of all available tax planning alternatives and available tax credits and deductions. Under these two assumptions, no Federal income tax provision was required. 8. LONG-TERM DEBT - ----------------- (In thousands) 1993 1992 ------- ------- Industrial Revenue Bonds and Notes-principal and interest payments due from 1994 to 2007. Weighted average interest rate is 2.52% and 4.4% per annum for 1993 and 1992, respectively $14,550 $18,003 Mortgage Note without recourse to the Corporation. Weighted average interest rate was 9.4% per annum for 1992 805 ------- ------- 14,550 18,808 Less, portion due within one year 124 2,542 ------- ------- $14,426 $16,266 ======= ======= Aggregate maturities of long-term debt are as follows: (In thousands) 1994 $ 124 1995 5,379 1996 0 1997 0 1998 0 1999 and subsequent 9,047 The Corporation retired approximately $2,686,000 in industrial revenue bonds and a mortgage note of $805,000 in 1993. The Corporation had redeemed approximately $7,500,000 in industrial revenue bonds in 1992. The fair value of the Corporation's long-term debt approximates its carrying value at December 31, 1993. Interest payments of approximately $573,000, $1,429,000 and $1,623,000 were made in 1993, 1992 and 1991, respectively. 27. -55- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 9. CREDIT AGREEMENTS. - --------------------- On October 29, 1991 the Corporation entered into a Revolving Credit Agreement, under the terms of which four banks committed a maximum of $45,000,000 to the Corporation for cash borrowings and letters of credit. The unused credit available under this facility at December 31, 1993 was $28,100,000. No cash borrowings were outstanding at December 31, 1993 or December 31, 1992. The commitments made under the Revolving Credit Agreement expire in October 1995, but may be extended annually for successive one year periods with the consent of the banks. The Corporation is required under this Agreement to maintain certain financial ratios, and meet certain net worth and indebtedness tests for which the Corporation is in compliance. Under the provisions of the Revolving Credit Agreement, retained earnings of $36,103,000 were available for cash dividends and stock acquisitions at December 31, 1993. At December 31, 1993 substantially all of the industrial revenue bond issues are collateralized by real estate, machinery and equipment. Certain of these issues are supported by letters of credit which total approximately $13,400,000. The Corporation has various other letters of credit outside the Revolving Credit Agreement totaling approximately $437,000. 10. LEGAL MATTERS. - ------------------ On January 14, 1994 Curtiss-Wright announced that its wholly-owned subsidiary, Target Rock Corporation, had agreed to pay (and subsequently has paid) $17,500,000 to settle a 1990 law suit initiated by the U.S. Government in the U.S. District Court for the Eastern District of New York. The suit asserted claims totalling approximately $114,000,000 under the False Claims Act and at common law in connection with embezzlements from Target Rock by certain former employees and alleged mischarging of labor hours to Government subcontracts by those former employees. The sum to be paid to the Government was offset by $8,035,000 of Target Rock receivables, the payment of which had been withheld by a customer at the direction of the Government. These retainages had been carried on Curtiss-Wright's consolidated balance sheet as 'other assets.' (See Note 5.) The cash portion of the settlement amounted to $8,880,000 and is included in 'other current liabilities' at December 31, 1993. (See Note 6.) The settlement, net of a small credit previously applied and applicable tax benefits, reduced consolidated net earnings for the fourth quarter and the full year of 1993 by $8,600,00 or $1.70 per share. 28. -56- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 11. CONTINGENCIES. - ------------------ The Corporation is defending a class action instituted in the United States District Court for the District of New Jersey by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Locals 300 and 699 (collectively the 'Union'), and five former employees of the Corporation. The Union alleges that the Corporation's termination of medical benefits to retirees of the Wood-Ridge facility constituted a breach of its collective bargaining agreement. The individual plaintiffs, representing union employees as a class, allege that the termination of their benefits was contrary to the terms of the plan and in breach of alleged written and oral promises to provide them with benefits for life. The Corporation denies the substantive allegations of plaintiffs' claims. Summary judgment motions by both parties have been denied and the case is scheduled for trial on April 12, 1994. Management believes, based upon the advice of counsel, that the ultimate resolution of this matter will not have a material adverse effect on the Corporation's results of operations or financial position. 12. CAPITAL STOCK AND STOCK OPTIONS. - ------------------------------------ The Corporation has authorized 650,000 shares of $1 par value preferred stock (none issued), and 12,500,000 shares of $1 par value common stock. Restricted Stock Purchase Plan: Under a Restricted Stock Purchase Plan approved by the stockholders in 1989, 400,000 shares of common stock were reserved for sale until December 31, 1998 to selected key employees. No options were granted under this Plan in 1993 or 1992. Information regarding this Plan is as follows: (Number of shares) 1993 1992 1991 ------- ------- ------- Shares available beginning of year 331,835 331,385 351,345 Options: Outstanding -- January 1 Granted 22,750 Exercised 20,565 Expired unexercised 2,185 Outstanding, December 31 Exercisable, December 31 Shares repurchased 450 605 Shares available end of year 331,835 331,835 331,385 Options were granted in 1991 at $15.56 per share representing 50% of the market value on the date of grant. 29. -57- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Other Restricted Stock: During 1991, the Corporation issued options to purchase 5,000 shares of restricted common stock at a price of $15.56 per share (50% of the market value at the date of grant), to its Chairman and former President, Shirley D. Brinsfield, all of which were exercised. Stock Option Plan: Under the 1985 Stock Option Plan as amended November 16, 1993, there are 175,000 shares of common stock reserved in treasury, until February 13, 1995, for issuance to key employees. The Corporation granted non-qualified stock options in 1993 to certain key employees to purchase 43,400 shares of common stock at a price of $32.44 per share, the market price on the date of grant. The options expire ten years after the date of grant, and are exercisable as follows: Up to one-third of the grant after one full year, up to two-thirds of the grant after two full years and in full three years from the date of grant. As of December 31, 1993, all options were outstanding but not exercisable under the terms of the current plan. 13. ENVIRONMENTAL COSTS. - ------------------------ In 1990 the Corporation recorded a provision of $21,000,000 for the estimated future costs of an environmental cleanup at its Wood-Ridge, New Jersey property. During 1993 cleanup activities at the location continued with a number of areas and tasks being completed. The final cleanup plan for the soil contamination at the site was approved by the New Jersey Department of Environmental Protection and Energy (NJDEPE). Remediation of the soil will begin in 1994 and should continue for approximately 5 years. The NJDEPE has also approved the plan submitted for the groundwater cleanup conditional on submission of an acceptable system design. The remaining accrued cost of the Wood-Ridge cleanup is $19,626,000 at December 31, 1993, with $3,000,000 in expected expenditures for 1994. The Corporation during 1993 incurred expenses of $356,000, and $622,000 and $719,000, respectively, in 1992 and 1991 for engineering, evaluation and consulting efforts on this site. The Corporation is subject to federal, state and local laws and regulations concerning the environment and is currently participating in administrative or court proceedings involving a number of other sites under these laws, usually as a participant in an industry group of Potentially Responsible Parties ('PRP'). A few of these proceedings are at an early stage, where it is impossible to estimate with any certainty the total cost of remediation, the timing and extent of remedial actions which may be required by governmental authorities and the amount of the liability, if any, of the Corporation alone or in relation to that of any other PRP. When it is possible to make a reasonable estimate of the Corporation's liability with respect to such a matter, a provision is made as appropriate. The Corporation also has been seeking to establish insurance coverage with respect to many of these matters, in some cases through litigation initiated against certain insurance carriers. During 1993 the events described in the following paragraphs brought the Corporation to the decision to record additional provisions for the environmental sites referred to. In each of these matters, the Corporation's involvement relates to activity decades ago that was in conformity with the laws then in effect. 30. -58- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Corporation and a group of other PRP associated with the Sharkey Landfill Superfund Site in Parsippany, New Jersey completed an allocation process, have negotiated a tentative settlement of litigation pertaining to that site and expect shortly to enter into an Order on Consent documenting that settlement. The Corporation is one of a number of PRP who had been named as Respondents and one of eight such PRP that have agreed to comply with two 1993 Unilateral Administrative Orders that the Environmental Protection Agency issued, in connection with the Caldwell Trucking Company Superfund Site, Fairfield, Essex County, New Jersey. The Corporation and a group of other PRP associated with the Pfohl Brothers Landfill Site, Cheektowaga, Erie County, New York, entered into a Consent Order with the New York State Department of Environmental Conservation ('NYDEC') under the terms of this Order the PRP agreed to reimburse the NYDEC for a portion of its past costs, to undertake certain interim remedial measures and to relocate a number of residents in the immediate vicinity of the Landfill. The Corporation and a group of other PRP associated with the Chemsol, Inc. Superfund Site, Piscataway, Middlesex County, New Jersey, completed an interim, non-binding allocation of the costs of remediation and related expenses. Provisions of $3,787,000 and $1,000,000 were recorded for estimated future environmental costs in connection with these four matters for 1993 and 1992, respectively. In addition, the Corporation also incurred other remediation costs of $329,000, $177,000 and $267,000 in 1993, 1992 and 1991 respectively. Actual costs incurred in future periods may vary from these estimates. Based on the facts presently known to the Corporation, management does not believe that the outcome of any one of these matters, if in excess of the amounts provided, will have a material adverse effect on the Corporation's results of operations or financial condition. 14. RESTRUCTURING CHARGES. - -------------------------- In the fourth quarter of 1993, the Corporation recorded restructuring charges of $3,626,000. Included in the provision is an anticipated loss of $1,182,000 on the sale of the Corporation's Buffalo Extrusion facility in New York. The agreement under which the sale was to have occurred expired without the buyers' obtaining suitable financing, and hence without the sale being consummated. However, the Corporation is continuing to pursue a possible sale of this unit. The Corporation has also provided for the costs of closing its Metal Improvement Company's Composites facility in Texas and for the consolidation of two East Coast shot peening facilities. The costs provided include employee separations, asset retirements and other related costs. 31. -59- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 15. RESEARCH AND DEVELOPMENT COSTS. - ----------------------------------- Research and development expenditures of the Corporation amounted to approximately $1,420,000, $1,626,000 and $2,354,000 in 1993, 1992 and 1991, respectively. These expenditures were primarily for Corporation-sponsored activities. 16. POSTEMPLOYMENT BENEFITS. - ---------------------------- In November 1992, the Financial Accounting Standards Board issued Statement No. 112, 'Employers' Accounting for Postemployment Benefits' (SFAS No. 112). This statement establishes accounting standards for all types of benefits to former or inactive employees after employment but before retirement. Those benefits include such items as salary continuation, severance benefits and disability-related benefits. The Corporation will be required to recognize an obligation for these benefits under specific conditions concerning employees' services or when it is probable that an obligation has been incurred and the amount can be reasonably estimated. The impact of this statement is not expected to have a material effect on the Corporation's financial condition or results of operations upon its adoption, January 1, 1994. 17. POSTRETIREMENT BENEFITS. - ---------------------------- Effective January 1, 1993, the Corporation adopted the Statement of Financial Accounting Standards No. 106, 'Employers' Accounting for Postretirement Benefits Other than Pensions' (SFAS No. 106), which changed the Corporation's method of accounting for retiree health-care. The new standard requires benefits to be accrued over the employee's service period until the employee becomes fully eligible to receive benefits, assuming that the Corporation will continue these benefits indefinitely. The Corporation provides postretirement benefits, consisting only of health-care benefits, covering the majority of its employees. However, the benefits are not vested and as such are subject to modification or termination in whole or in part. The Corporation does not prefund its postretirement health-care benefits and expects to continue to fund these benefits on a pay-as-you-go basis. Previously, these benefits were expensed when cash payments were made. The actual payments made to provide certain non-vested health-care benefits for specific groups of retired employees totaled $358,000, $450,000 and $455,000 in 1993, 1992 and 1991, respectively. The effect of the adoption of SFAS No. 106 was a one-time recognition of the transition obligation of $9,750,000. Net expenses for the retiree health- benefit plans for 1993 included the following components: 32. -60- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (In thousands) Service cost - benefits attributed to service during the period $ 282 Interest cost on accumulated postretirement-benefit obligation 702 Full transition obligation 9,750 ------- Net periodic postretirement-benefit cost $10,734 ======= The following table sets forth the actuarial present value of benefit obligations and funded status at December 31, 1993, for the Corporation's domestic plans: (In thousands) Actuarial present value of benefit obligations: Retirees $ 6,929 Actives fully eligible 1,253 Other active 1,863 ------- Accumulated postretirement-benefit obligation 10,045 Unrecognized net gain from past experience different from that assumed and from changes in assumptions 331 ------- Accrued postretirement-benefit cost $10,376 ======= The health-care cost trend used in determining the accumulated postretirement-benefit obligation was 11% grading down to 5.5% over 14 years. That assumption has a significant effect on the amounts reported. The effect of a 1% increase in health-care cost trends would result in an increase to the accumulated postretirement-benefit obligation as of December 31, 1993 of $1,034,000 and the service and its interest cost components of net periodic postretirement-benefit cost for the year then ended of $126,000. The weighted average discount rate used to develop domestic net periodic postretirement-benefit cost and the actuarial present value of accumulated benefit obligations was 6.5%. 33. -61- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 18. PENSION AND RETIREMENT PLANS. - --------------------------------- The Corporation and its U. S. subsidiaries have contributory and noncontributory defined-benefit pension and retirement plans covering substantially all employees. Employees of foreign operations participate in various local plans. The contributory plans' benefits are generally based on length of service and on the highest five consecutive years' compensation during the last ten years of service prior to retirement. Benefit payments for employees covered under non-contributory provisions of the plans are based on fixed amounts for each year of service. Employees are eligible to participate in domestic plans at the time of employment and are vested after five years of service. The Corporation's funding policy is to provide stable contributions within the limits of deductibility under current tax regulations, thereby accumulating funds adequate to provide for all accrued benefits. At December 31, 1993 and 1992, all domestic plans are overfunded so that plan assets exceed accumulated benefit obligations. The Corporation had pension credits in 1993, 1992 and 1991 of $3,020,000, $3,738,000 and $3,287,000, respectively, for domestic plans and had foreign pension costs in 1993, 1992 and 1991 under defined contribution retirement plans of $170,000, $181,000 and $150,000, respectively. The funded status of the Corporation's domestic plans at December 31, 1993, and at December 31, 1992, are set forth in the following table: (In thousands) 1993 1992 Actuarial present value of benefit obligations: Vested $120,718 $113,352 Nonvested 1,662 1,793 -------- -------- Accumulated benefit obligation 122,380 115,145 Impact of future salary increases 2,194 1,947 -------- -------- Projected benefit obligation 124,574 117,092 Plan assets at fair value 187,462 181,074 -------- -------- Plan assets in excess of projected benefit obligation 62,888 63,982 Unrecognized net gain (26,501) (29,702) Unrecognized prior service cost 40 91 Unrecognized net transition asset (12,365) (13,495) -------- -------- Prepaid pension cost $ 24,062 $ 20,876 ======== ======== 34. -62- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) At December 31, 1993, approximately 54% of the plans' assets are invested in debt securities, including a small portion in U. S. Government issues. Other plan assets are invested in equity securities comprising approximately 40% with the remainder of the assets in cash equivalents. Included as a component of net earnings is a net periodic pension credit for 1993, 1992 and 1991 comprised of the following: (In thousands) 1993 1992 1991 Service costs - benefits earned during the period $ 1,445 $ 1,122 $ 1,125 Interest cost on projected benefit obligations 7,910 7,452 7,644 Actual return on plan assets (17,762) (8,511) (19,515) Net amortization and deferral 5,378 (3,801) 7,459 ------- ------- ------- Net periodic pension credit $(3,029) $(3,738) $(3,287) ======= ======= ======= The discount rate and rate of increase in future compensation levels used in determining the projected benefit obligation were 6.5% and 4.5%, respectively, for each reported period. The expected long-term rate of return on plan assets used in each year was 7.0%. 19. LEASES. - ----------- Buildings and Improvements Leased to Others. The Corporation leases certain of its buildings and related improvements to outside parties under noncancellable operating leases. Cost and accumulated depreciation of the leased buildings and improvements at December 31, 1993, were $49,576,000 and $41,734,000, respectively, and at December 31, 1992, were $48,442,000 and $40,810,000, respectively. Facilities Leased from Others. The Corporation conducts a portion of its operations from leased facilities, which include manufacturing plants, administrative offices and warehouses. In addition, the Corporation leases automobiles and office equipment under operating leases. Rental expenses for all operating leases amounted to approximately $1,815,000 in 1993, $2,102,000 in 1992 and $2,303,000 in 1991. At December 31, 1993, the approximate future minimum rental income and commitment under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows: RENTAL RENTAL (In thousands) INCOME COMMITMENT 1994 $ 5,349 $ 922 1995 3,689 639 1996 2,345 417 1997 1,498 285 1998 1,118 224 1999 and beyond 10,475 384 ------- ------ $24,474 $2,871 ======= ====== 35. -63- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED). - ------------------------------------------------ (In thousands except per share amounts) FIRST SECOND THIRD FOURTH 1993 QUARTERS: Sales $40,727 $40,909 $36,296 $40,932 Other revenues 3,256 2,699 2,508 2,937 Gross profit 12,251 14,123 10,850 12,286 Earnings (loss) before cumulative effect in accounting principles 3,807 4,333 2,672 (13,764) Cumulative effect of changes in accounting principles (2,671) Net earnings (loss) 1,136 4,333 2,672 (13,764) Earnings per share: Earnings (loss) before cumulative effect in accounting principles .75 .86 .53 (2.72) Cumulative effect of changes in accounting principles (.53) Net earnings (loss) / common share .22 .86 .53 (2.72) 1992 QUARTERS: Sales $46,699 $45,525 $44,557 $42,956 Other revenues 4,544 3,021 3,031 2,755 Gross profit 15,724 16,621 14,892 13,843 Net earnings 6,850 5,593 4,752 4,492 Net earnings per common share 1.35 1.11 .94 .89 1993: Earnings for the fourth quarter of 1993 were reduced by a provision for the settlement of litigation against the Corporation's Target Rock subsidiary (see Note 10). This settlement reduced net earnings for the fourth quarter by $8,600,000, or $1.70 per share. The Corporation also established provisions in the fourth quarter of 1993 for restructuring costs, which reduced net earnings for the quarter by $2,357,000 or $.47 per share (see Note 14), and for anticipated environmental costs (see Note 12), which reduced net earnings for the quarter by $1,325,000 or $.26 per share. Further reducing net earnings for the fourth quarter of 1993 was a change in the estimated realization of deferred tax assets as recorded by the adoption of SFAS No. 109 (see Note 7). The estimated valuation allowance against future capital gains income, considered unlikely to be realized, reduced fourth quarter net earnings by $3,586,000 or $.71 per share. This valuation allowance reduced the impact of tax benefits recognized in the first quarter of 1993, as described below, thereby resulting in a net tax benefit for the full year 1993 of $178,000 or $.04 per share. Net earnings in the first quarter of 1993 were reduced by $2,671,000 or $.53 per share for the net cumulative effect of changes in two accounting principles. The adoption of new accounting rules for postretirement benefit costs resulted in a charge of $9,750,000 (see Note 15), which reduced net earnings by $6,435,000 or $1.27 per share. This charge was partially offset by a nonrecurring benefit from new accounting rules for deferred income taxes (see Note 7), which added $3,764,000 or $.74 per share to net earnings for the period. 36. -64- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 1992: Net earnings in the first quarter of 1992 were positively affected by the receipt of a federal income tax refund in connection with taxes previously paid on long-term contracts. The refund added additional net earnings of $1,813,000 or $.36 per share primarily through interest income received. 21. INDUSTRY SEGMENTS. - ---------------------- The Corporation operates principally in three industry segments as described on pages 7 through 9. Consolidated Industry Segment Information: (In millions) 1993 1992 1991 SALES AND OTHER REVENUES: Aerospace $ 96.9 $111.9 $116.2 Industrial 37.3 37.5 44.4 Flow Control and Marine 24.7 30.3 30.6 ------ ------ ------ Total segments 158.9 179.7 191.2 Rental revenues 8.2 8.0 9.0 Other revenues 3.2 5.4 2.9 ------ ------ ------ Total sales and other revenues $170.3 $193.1 $203.1 ====== ====== ====== PRE-TAX EARNINGS FROM OPERATIONS: Aerospace $ 16.3 $ 23.9 $ 27.2 Industrial 2.6 5.2 4.6 Flow Control and Marine 3.0 4.9 3.4 ------ ------ ------ Total segments 21.9 34.0 35.2 Provision for legal settlement (13.9) Rental earnings 2.8 1.7 2.0 Other earnings 1.1 4.3 2.5 Other expenses (10.1) (6.0) (4.6) Interest expense (.5) (1.3) (1.6) ------ ------ ------ Total pre-tax earnings $ 1.3 $ 32.7 $ 33.5 ====== ====== ====== IDENTIFIABLE ASSETS: Aerospace $ 63.8 $ 74.9 $ 84.2 Industrial 31.1 30.8 36.2 Flow Control and Marine 25.1 30.7 34.0 ------ ------ ------ Total segments 120.0 136.4 154.4 Cash and short-term investments 75.2 67.5 50.9 Other general and corporate 41.7 35.0 27.9 ------ ------ ------ Total assets at December 31 $236.9 $238.9 $233.2 ====== ====== ====== 37. -65- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 1993 1992 1991 CAPITAL EXPENDITURES: Aerospace $ 2.6 $ 3.2 $ 4.5 Industrial .6 1.4 2.1 Flow Control and Marine .8 1.2 .4 ------ ------ ------ Total segments 4.0 5.8 7.0 General and corporate .9 1.0 .5 ------ ------ ------ Total capital expenditures $ 4.9 $ 6.8 $ 7.5 ====== ====== ====== DEPRECIATION: Aerospace $ 6.3 $ 6.5 $ 6.5 Industrial 2.6 2.4 2.6 Flow Control and Marine 1.5 1.8 1.8 ------ ------ ------ Total segments 10.4 10.7 10.9 General and corporate 1.0 1.2 1.2 ------ ------ ------ Total depreciation $ 11.4 $ 11.9 $ 12.1 ====== ====== ====== Aerospace revenues include one customer that accounted for 11%, 12% and 12% of total revenues in 1993, 1992 and 1991, respectively, and Flow Control and Marine revenues included one customer that accounted for 10%, 8% and 6% in those respective periods. Industrial revenues did not include any customer that accounted for more than 10% of total revenues in those respective periods. Revenues from major product lines consist of: 1993 1992 1991 Actuation and control systems and components 37 % 36 % 37 % Shot peening and shot peen forming 27 28 29 Valves 14 13 12 All others 22 23 22 ----- ----- ----- 100 % 100 % 100 % ===== ===== ===== Direct sales to the U.S. Government and sales for U.S. and Foreign government end use accounted for 34%, 36% and 34% of total sales in 1993, 1992 and 1991, respectively, and were included in all segments as follows: (In thousands) 1993 1992 1991 Aerospace $35,500 $41,700 $47,200 Flow Control and Marine 16,900 20,600 18,500 Industrial 2,000 3,300 300 ------- ------- ------- Total military sales $54,400 $65,600 $66,000 ======= ======= ======= 38. -66- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Geographic revenues and earnings are as follows: (In thousands) 1993 1992 1991 Revenues: United States $148,422 $164,917 $164,402 Europe 18,004 22,731 25,960 Canada 3,838 5,440 12,718 -------- -------- -------- Total $170,264 $193,088 $203,080 ======== ======== ======== Pre-Tax Earnings: United States $ (1,639) $ 28,246 $ 26,899 Europe 2,260 3,683 6,794 Canada 709 788 (220) -------- -------- -------- Total $ 1,330 $ 32,717 $ 33,473 ======== ======== ======== Geographic assets outside the United States were less than 10% of total assets in each period reported. Export sales were less than 10% of total sales in each period reported. Intersegment sales, the amount of which are insignificant, are accounted for on substantially the same basis as sales to unaffiliated customers and have been eliminated. Identifiable assets by segments are those assets that are used in the Corporation's operations included in that segment. 22. ACCOUNTING FOR INVESTMENTS. - ------------------------------- In May 1993, the Financial Accounting Standards Board issued Statement No. 115, 'Accounting for Certain Investments in Debt and Equity Securities', which addresses the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. This statement, to be adopted on January 1, 1994, will require that the Corporation's short-term investments in equity securities be classified as 'trading securities' or 'available for sale securities.' Changes in fair value of trading securities will be reflected in earnings. However, to the extent that the Corporation's short-term investments are classified as 'available for sale,' unrealized holding gains or losses will be excluded from net earnings and reported as a net amount in a separate component of shareholders' equity until realized. Since substantially all of the Corporation's short-term investments are expected to be classified as 'trading securities,' adoption of the new standard will not have a material effect on the Corporation's results of operations or financial condition. 39. -67- CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES Report of the Corporation The consolidated financial statements, and notes thereto, appearing on pages 16 through 39 of this Annual Report have been prepared by the Corporation in conformity with generally accepted accounting principles. The financial statements necessarily include some amounts that are based on the best estimates and judgments of the Corporation. Other financial information in the Annual Report is consistent with that in the financial statements. The Corporation maintains accounting systems, procedures and internal accounting controls designed to provide reasonable assurance that assets are safeguarded and that transactions are executed in accordance with the appropriate corporate authorization and are properly recorded. The accounting systems and internal accounting controls are augmented by: written policies and procedures; organizational structure providing for a division of responsibilities; selection and training of qualified personnel and an internal audit program. The design, monitoring, and revision of internal accounting control systems involve, among other things, management's judgment with respect to the relative cost and expected benefits of specific control measures. Price Waterhouse, independent accountants, have examined the Corporation's consolidated financial statements as stated in their report. Their examination included a study and evaluation of the Corporation's accounting systems, procedures and internal controls, and tests and other auditing procedures, all of a scope deemed necessary by them to support their opinion as to the fairness of the financial statements. The Audit Committee of the Board of Directors, composed entirely of Directors from outside the Corporation, among other things, makes recommendations to the Board as to the nomination of independent accountants for appointment by stockholders and considers the scope of the independent accountants' examination, the audit results and the adequacy of internal accounting controls of the Corporation. The independent accountants have direct access to the Audit Committee, and they meet with the Committee from time to time with and without management present, to discuss accounting, auditing, internal control and financial reporting matters. 40. -68- Report of Independent Accountants To the Board of Directors and Shareholders of Curtiss-Wright Corporation: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, cash flows and stockholders' equity present fairly, in all material respects, the financial position of Curtiss-Wright Corporation and its subsidiaries at December 31, 1993 and 1992, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. The financial statements of Curtiss-Wright Corporation and its subsidiaries for the year ended December 31, 1991 were audited by other independent accountants whose report dated February 10, 1992 on those statements included an explanatory paragraph that described the litigation discussed in the first and second paragraphs of Note 10 to the financial statements. As described in Notes 7 and 17 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" and Statement of Financial Accounting Standards No. 106, "Employer's Accounting for Postretirement Benefits Other Than Pensions," effective January 1, 1993. PRICE WATERHOUSE PRICE WATERHOUSE Hackensack, N.J. February 14, 1994 41. -69-
Consolidated Selected Financial Data (In thousands except per share data) 1993 1992 1991 1990 1989 - ------------------------------------------------------------------------------------------------------------------------- Sales $158,864 $179,737 $191,250 $198,884 $187,083 Other revenues 11,400 13,351 11,830 13,969 24,576 Earnings (loss) before changes in accounting principles (2,952)(A) 21,687 21,253 6,884(C) 29,176(D) Net earnings (loss) (5,623)(B) 21,687 21,253 6,884 30,413(E) Total assets 236,947 238,898 233,226 229,726 352,552 Long-term debt 14,426 16,266 22,261 27,301 28,397 Per common share: Earnings (loss) before changes in accounting principles (.58) 4.29 4.21 1.37 6.09 Net earnings (loss) (1.11) 4.29 4.21 1.37 6.09 Cash dividends 1.00 1.00 1.00 31.30(F) 1.60 - ------------------------------------------------------------------------------------------------------------------------- See notes to consolidated financial statements for additional financial information. (A) Includes after-tax charges for: a litigation settlement of $8,600,000, environmental remediation costs of $2,462,000, restructuring charges of $2,357,000 and a deferred tax asset valuation allowance under SFAS No. 109 of $3,586,000. (B) Includes an after-tax charge of $6,435,000 from the cumulative effect of a change in accounting principles for the adoption of SFAS No. 106 'Employers' Accounting for Postretirement Benefits' and an after-tax benefit of $3,764,000 from the adoption of SFAS No. 109 'Accounting for Income Taxes.' (C) Includes the after tax charge of $13,860,000 from a provision for an environmental clean-up program. (D) Includes a tax benefit of $6,975,000 from the utilization of a capital loss carryforward. (E) Includes an after tax benefit of $1,237,000 from the adoption of SFAS No. 96 'Accounting for Income Taxes.' (F) Reflects a special cash dividend of $30.00 per common share paid in 1990. 42.
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Common Stock: Common Stock Price Range ------------------------------------------------------------ 1993 1992 Dividends ------------------------- -------------------------- -------------------- High Low High Low 1993 1992 - -------------------------------------------------------------------------------------------------------------------------- First Quarter $40.250 $31.125 $34.000 $29.000 $.25 $.25 Second Quarter 38.625 35.250 33.000 29.125 .25 .25 Third Quarter 32.625 31.875 30.500 27.375 .25 .25 Fourth Quarter 36.000 31.500 31.125 27.125 .25 .25 - --------------------------------------------------------------------------------------------------------------------------
43. -71- Corporate Directory DIRECTORS ========= Thomas R. Berner Partner, Law firm of Berner & Berner, P.C. S. D. Brinsfield Chairman of the Board John S. Bull Former Director, Moran Towing & Transportation Co., Inc.; Marine transportation company David Lasky President John B. Morris Former Chairman & President, Lynch Corporation; Diversified manufacturing, communications, and services company Dr. William W. Sihler Ronald E. Trzcinski Professor of Business Administration, Darden Graduate School of Business Administration, University of Virginia J. McLain Stewart Director, McKinsey & Co.; Management consultants OFFICERS ======== David Lasky President Robert E. Mutch Executive Vice President Gerald Nachman Executive Vice President Robert A. Bosi Vice President -- Finance George J. Yohrling Vice President Dana M. Taylor General Counsel and Secretary Kenneth P. Slezak Controller Gary J. Benschip Treasurer 44. -72- Corporate Information CORPORATE HEADQUARTERS: ======================= 1200 Wall Street West Lyndhurst, New Jersey 07071-0635 Tel. (201) 896-8400 Fax (201) 438-5680 ANNUAL MEETING: =============== The 1994 Annual Meeting of Shareholders will be held on May 6, 1994 at 2:00 p.m. at the Novotel Meadowlands Hotel, One Polito Avenue, Lyndhurst, New Jersey 07071. STOCK EXCHANGE LISTING: ======================= The Corporation's common stock is listed and traded on the New York Stock Exchange. The stock transfer symbol is CW. COMMON STOCKHOLDERS: ==================== As of December 31, 1993, the approximate number of holders of record of common stock, par value $1.00 per share, of the Corporation was 6,900. STOCK TRANSFER AGENT AND REGISTRAR: =================================== For services such as changes of address, replacement of lost certificates or dividend checks, and changes in registered ownership, or for inquiries as to account status, write to: Chemical Bank Company Items Department 450 West 33rd Street - 15th Floor New York, New York 10001 Please include your name, address, and telephone number with all correspondence. Telephone inquiries may be made to (212) 613-7139. INVESTOR INFORMATION: ===================== Investors, stockbrokers, security analysts, and others seeking information about Curtiss-Wright Corporation, should contact Robert A. Bosi, Vice President-Finance, or Gary Benschip, Treasurer, at the Corporate Headquarters, telephone (201) 896-1751. 45. -73- FINANCIAL REPORTS: ================== This Annual Report includes most of the periodic financial information required to be on file with the Securities and Exchange Commission. The company also files an Annual Report on Form 10-K, a copy of which may be obtained free of charge. These reports, as well as additional financial documents such as quarterly shareholder reports, proxy statements, and quarterly reports on Form 10-Q, may be received by written request to Gary J. Benschip, Treasurer, at the Corporate Headquarters. BUFFALO EXTRUSION FACILITY Donald H. Osborn, General Manager 60 Grider Street Buffalo, New York 14215-4095 CURTISS-WRIGHT FLIGHT SYSTEMS, INC. Robert E. Mutch, President 300 Fairfield Road Fairfield, New Jersey 07004-1962 CURTISS-WRIGHT FLIGHT SYSTEMS/SHELBY, INC. George J. Yohrling, Senior Vice President & General Manager 201 Old Boiling Springs Road Shelby, North Carolina 28152-8008 METAL IMPROVEMENT COMPANY, INC. Gerald Nachman, President 10 Forest Avenue Paramus, New Jersey 07652-5214 TARGET ROCK CORPORATION Martin R. Benante, Vice President & General Manager 1966 East Broadhollow Road East Farmingdale, New York 11735-1768 46. -74- EX-21 4 Exhibit (22) Subsidiaries of Registrant - -------------------------- The information below is provided, as of March 14, 1994, with respect to the subsidiaries of Registrant. The names of certain inactive subsidiaries and other consolidated subsidiaries of Registrant have been omitted because all such subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. Percentage of Voting Organized Under Securities Owned by Name the Laws of Immediate Parent - ----------------------- -------------- -------------------- Curtiss-Wright Flight Delaware 100 Systems, Inc. Curtiss-Wright Flight Ohio 100 Systems/Shelby, Inc. Metal Improvement Delaware 100 Company, Inc. Target Rock New York 100 Corporation -75- EX-23 5 Exhibit (24) (i) CONSENT OF INDEPENDENT ACCOUNTANTS ==================================== We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-64427, 2-99113 and 33-28576) and Form S-3 (No. 2-58934) of Curtiss-Wright Corporation of our report dated February 14, 1994, appearing on page 41 of the 1993 Curtiss-Wright Corporation Annual Report which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 18 of this Form 10-K. Price Waterhouse Price Waterhouse Hackensack, NJ March 29, 1994 -76- Exhibit (24) (ii) certified public accountants COOPERS & LYBRAND CONSENT of INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the following registration statements of Curtiss-Wright Corporation of our report, which includes an explanatory paragraph that described the litigation discussed in Note 10 to the consolidated financial statements, dated February 10, 1992, on our audits of the consolidated financial statements of Curtiss-Wright Corporation and Subsidiaries the year ended December 31, 1991, which are incorporated by reference in this Annual Report on Form 10K and the consolidated financial statement schedules of Curtiss-Wright Corporation and Subsidiaries, which report is included in this Annual Report on Form 10K: The Registration Statement (Registration No. 2-58934) of Curtiss-Wright Corporation covering common stock under said Corporation's Restricted Stock Purchase Plan in 1974; The Registration Statement (Registration No. 2-64427) of Curtiss-Wright Corporation covering common stock issued under said Corporation's Restricted Stock Purchase Plan and 1979 Restricted Stock Purchase Plan; The Registration Statement (Registration No. 2-53886) of Curtiss-Wright Corporation covering common stock issued under the Qualified Stock Option Plan of Curtiss-Wright Corporation; The Registration Statement (Registration No. 33-28576) covering common stock issued under the Curtiss-Wright Corporation 1989 Restricted Stock Purchase Plan; and The Registration Statement (Registration No. 2-99113) of Curtiss-Wright Corporation covering common stock issued under the Curtiss-Wright Corporation 1985 Stock Option Plan. COOPERS & LYBRAND COOPERS & LYBRAND New York, New York March 29, 1994 -77- -----END PRIVACY-ENHANCED MESSAGE-----