Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
As of December 31, 2020, the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Corporation’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective as of December 31, 2020 insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and they include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report On Internal Control Over Financial Reporting
The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of the future effectiveness of controls currently deemed effective are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures.
The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2020. In making this assessment, the Corporation’s management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. However, under guidelines established by the SEC, companies are allowed to exclude acquired businesses from management's report on internal control over financial reporting for the first year subsequent to acquisition. Accordingly, in making its assessment of internal control over financial reporting as of December 31, 2020, management excluded the internal control activities of the Corporation's current period acquisitions: Dyna-Flo Control Valve Services Ltd, Integrated Air Defense System product line, and Pacific Star Communications, Inc.. The aforementioned acquisitions constituted approximately 2 % of total net sales and 2% of total assets (excluding acquired intangible assets and goodwill) as of and for the year ended December 31, 2020.
Based on management’s assessment, management believes that as of December 31, 2020, the Corporation’s internal control over financial reporting is effective based on the established criteria.
The Corporation’s internal controls over financial reporting as of December 31, 2020 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their report thereon is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
The information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held on May 6, 2021 which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Information required by Item 401(b) of Regulation S-K is included in Part I of this report under the caption "Executive Officers" and information required by Item
78
201(d) of Regulation S-K is included in Part II of this report under the caption "Securities Authorized For Issuance Under Equity Compensation Plans."
PART IV
Item 15. Exhibits, Financial Statement Schedule.
(a) Financial Statements and Footnotes Page
1. The following are documents filed as part of this report in Part II, Item 8:
Consolidated Statements of Earnings 38
Consolidated Statements of Comprehensive Income 39
Consolidated Balance Sheets 40
Consolidated Statements of Cash Flows 41
Consolidated Statements of Stockholders' Equity 42
Notes to Consolidated Financial Statements 43
2. Financial Statement Schedule
Schedule II-Valuation and Qualifying Accounts 84
All other financial statement schedules have been omitted because they are either not required, not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(b) Exhibits
Incorporated by Reference Filed
Exhibit No. Exhibit Description Form Filing Date Herewith
2.1 Agreement and Plan of Merger and Recapitalization, dated as of February 1, 2005, by and between the Registrant and CW Merger Sub, Inc.
8-K February 3, 2005
3.1 Amended and Restated Certificate of Incorporation
8-A12B/A May 24, 2005
3.2 Amended and Restated By-Laws
8-K May 18, 2015
4.1 Form of stock certificate for Common Stock
8-A12B/A May 24, 2005
4.2 Description of Registrant’s Securities
DEF 14A May 24, 2005
10.1 Curtiss-Wright Corporation 2005 Omnibus Long-Term Incentive Plan, amended and restated effective January 1, 2010*
14A March 19, 2010
10.2 Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant*
10-K March 7, 2006
10.3 Revised Standard Employment Severance Agreement with Senior Management of the Registrant*
X
10.4 Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
10-K February 25, 2011
79
10.5 Instrument of Amendment No. 1 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 24, 2012
10.6 Instrument of Amendment No. 2 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 19, 2015
10.7 Instrument of Amendment No. 3 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 19, 2015
10.8 Instrument of Amendment No. 4 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 25, 2016
10.9 Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 25, 2016
10.10 Instrument of Amendment No. 1 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 21, 2017
10.11 Instrument of Amendment No. 2 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 21, 2017
10.12 Instrument of Amendment No. 3 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 22, 2018
10.13 Instrument of Amendment No. 4 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 22, 2018
10.14 Instrument of Amendment No. 5 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 27, 2019
10.15 Instrument of Amendment No. 6 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 27, 2019
10.16 Instrument of Amendment No. 7 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
10-K February 27, 2020
10.17 Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015*
10-K February 25, 2016
10.18 Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 25, 2016
10.19 Instrument of Amendment No. 2 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 21, 2017
10.20 Instrument of Amendment No. 3 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 21, 2017
10.21 Instrument of Amendment No. 4 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 21, 2017
10.22 Instrument of Amendment No. 5 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 22, 2018
10.23 Instrument of Amendment No. 6 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 22, 2018
10.24 Instrument of Amendment No. 7 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2019
80
10.25 Instrument of Amendment No. 8 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2019
10.26 Instrument of Amendment No. 9 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2019
10.27 Instrument of Amendment No. 10 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-Q August 1, 2019
10.28 Instrument of Amendment No. 11 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-Q August 1, 2019
10.29 Instrument of Amendment No. 12 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2020
10.30 Instrument of Amendment No. 13 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
X
10.31 Curtiss-Wright Corporation 2014 Omnibus Incentive Plan*
14A March 21, 2014
10.32 Curtiss-Wright Corporation Retirement Savings Restoration Plan*
10-K February 19, 2015
10.33 Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Retirement Savings Restoration Plan*
10-K February 25, 2016
10.34 Form of indemnification Agreement entered into by the Registrant with each of its directors
10-Q May 7, 2012
10.35 Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 25, 2011
10.36 Instrument of Amendment No.1 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 24, 2012
10.37 Instrument of Amendment No. 2 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 21, 2013
10.38 Instrument of Amendment No.3 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 21, 2013
10.39 Instrument of Amendment No.4 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 21, 2014
10.40 Curtiss-Wright Corporation 2005 Stock Plan for Non-Employee Directors*
14A April 5, 2005
10.41 Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended November 2006*
10-K February 27, 2007
10.42 Instrument of Amendment No. 1 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
10-K February 24, 2012
10.43 Instrument of Amendment No. 2 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
10-K February 19, 2015
10.44 Instrument of Amendment No. 3 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
10-K February 25, 2016
81
10.45 Standard Change In Control Severance Protection Agreement, dated February 16, 2021 , between the Registrant and Key Executives of the Registrant*
X
10.46 Curtiss-Wright Corporation Employee Stock Purchase Plan, as amended May 10, 2018*
14A March 23, 2018
10.47 Incentive Compensation Plan, as amended November 15, 2010 *
14A March 24, 2011
10.48 Restricted Stock Unit Agreement, dated April 1, 2013, by and between the Registrant and Thomas
Quinly *
10-Q May 2, 2013
10.49 Restricted Stock Unit Agreement, dated February 6, 2019, by and between the Registrant and Lynn M. Bamford *
X
10.50 Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association
10-Q May 13, 1998
10.51 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011
8-K December 13, 2011
10.52 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011
8-K December 13, 2011
10.53 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013
8-K February 27, 2013
10.54 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013
8-K February 27, 2013
10.55 Fourth Amended and Restated Credit Agreement dated as of October 17, 2018 among the Company and Certain Subsidiaries as Borrowers; the Lenders party thereto; Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents; and Citizens Bank, N.A., as Documentation Agents
8-K October 17, 2018
10.56 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated August 13, 2020
8-K August 19, 2020
10.57 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated August 13, 2020
8-K August 19, 2020
21.00 Subsidiaries of the Registrant
X
23.00 Consent of Independent Registered Public Accounting Firm
X
31.10 Certification of Lynn M. Bamford , President and CEO, Pursuant to Rule 13a - 14(a)
X
31.20 Certification of K. Christopher Farkas , Chief Financial Officer, Pursuant to Rule 13a - 14(a)
X
32.00 Certification of Lynn M. Bamford, President and CEO , and K. Christopher Farkas , Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350
X
* Indicates contract or compensatory plan or arrangement
82
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
83
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II – VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 2020, 2019, and 2018
(In thousands)
Additions
Description Balance at
Beginning of
Period Charged to
Costs and
Expenses Charged to Other
Accounts Deductions Balance at
End of Period
Deducted from assets to which they apply:
December 31, 2020
Tax valuation allowance 3,386 3,439 50 (1)
5,635 (2)
1,240
Total $ 3,386 $ 3,439 $ 50 $ 5,635 $ 1,240
December 31, 2019
Tax valuation allowance 11,646 1,305 ( 22 ) (1)
9,543 (3)
3,386
Total $ 11,646 $ 1,305 $ ( 22 ) $ 9,543 $ 3,386
December 31, 2018
Tax valuation allowance 12,322 108 17 (1)
801
11,646
Total $ 12,322 $ 108 $ 17 $ 801 $ 11,646
(1) Primarily foreign currency translation adjustments.
(2) $ 3.8 million relates to net operating losses reclassified as held-to-sale.
(3) $ 5.7 million relates to the capital loss carryforward expiration from the sale of the Downstream oil and gas business.
84
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)
Date: February 25, 2021 By: /s/ Lynn M. Bamford
Lynn M. Bamford
President and Chief Executive Officer
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: February 25, 2021 By: /s/ K. Christopher Farkas
K. Christopher Farkas
Vice President and Chief Financial Officer
Date: February 25, 2021 By: /s/ Gary A. Ogilby
Gary A. Ogilby
Vice President and Corporate Controller
Date: February 25, 2021 By: /s/ David C. Adams
David C. Adams
Executive Chairman
Date: February 25, 2021 By: /s/ Dean M. Flatt
Dean M. Flatt
Director
Date: February 25, 2021 By: /s/ S. Marce Fuller
S. Marce Fuller
Director
Date: February 25, 2021 By: /s/ Bruce D. Hoechner
Bruce D. Hoechner
Director
Date: February 25, 2021 By: /s/ Glenda J. Minor
Glenda J. Minor
Director
Date: February 25, 2021 By: /s/ John B. Nathman
John B. Nathman
Director
Date: February 25, 2021 By: /s/ Robert J. Rivet
Robert J. Rivet
Director
Date: February 25, 2021 By: /s/ Albert E. Smith
Albert E. Smith
Director
Date: February 25, 2021 By: /s/ Peter C. Wallace
Peter C. Wallace
Director
85