9 unchanged sentences
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.
−Removed: 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.
−Removed: 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:
−Removed: Dyna-Flo Control Valve Services Ltd, Integrated Air Defense System product line, and Pacific Star Communications, Inc..
−Removed: 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, 2021, the Corporation’s internal control over financial reporting is effective based on the established criteria.
−Removed: 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.
+Added: The Corporation’s internal controls over financial reporting as of December 31, 2021 have been audited by Deloitte & Touche LLP (PCAOB ID No.
+Added: 34 ), 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
2 unchanged sentences
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 5, 2022 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.
−Removed: 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
−Removed: 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."
+Added: 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 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."
Exhibits, Financial Statement Schedule.
22 unchanged sentences
DEF 14A May 24, 2005
−Removed: 10.1 Curtiss-Wright Corporation 2005 Omnibus Long-Term Incentive Plan, amended and restated effective January 1, 2010*
−Removed: 14A March 19, 2010
10.1 Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant*
1 unchanged sentence
10.2 Revised Standard Employment Severance Agreement with Senior Management of the Registrant*
+Added: 10-K February 25, 2021
10.3 Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
12 unchanged sentences
10-K February 25, 2016
−Removed: 10.9 Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 25, 2016
−Removed: 10.10 Instrument of Amendment No.
−Removed: 1 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 21, 2017
−Removed: 10.11 Instrument of Amendment No.
−Removed: 2 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 21, 2017
−Removed: 10.12 Instrument of Amendment No.
−Removed: 3 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 22, 2018
−Removed: 10.13 Instrument of Amendment No.
−Removed: 4 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 22, 2018
−Removed: 10.14 Instrument of Amendment No.
−Removed: 5 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 27, 2019
−Removed: 10.15 Instrument of Amendment No.
−Removed: 6 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 27, 2019
+Added: 10.8 Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
10.9 Instrument of Amendment No.
−Removed: 7 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
−Removed: 10-K February 27, 2020
+Added: 1 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
10.10 Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015*
38 unchanged sentences
13 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
+Added: 10-K February 25, 2021
+Added: 10.24 Instrument of Amendment No.
+Added: 14 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
+Added: 10.25 Instrument of Amendment No.
+Added: 15 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10.26 Curtiss-Wright Corporation 2014 Omnibus Incentive Plan*
32 unchanged sentences
10.40 Standard Change In Control Severance Protection Agreement, dated February 16, 2021, between the Registrant and Key Executives of the Registrant*
+Added: 10-K February 25, 2021
10.41 Curtiss-Wright Corporation Employee Stock Purchase Plan, as amended May 10, 2018*
2 unchanged sentences
14A March 24, 2011
−Removed: 10.48 Restricted Stock Unit Agreement, dated April 1, 2013, by and between the Registrant and Thomas
−Removed: 10-Q May 2, 2013
10.43 Restricted Stock Unit Agreement, dated February 6, 2019, by and between the Registrant and Lynn M.
+Added: 10.44 Restricted Stock Unit Agreement, dated February 6, 2019, by and between the Registrant and Kevin M.
+Added: 10.45 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and K.
+Added: Christopher Farkas*
+Added: 10.46 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Paul J.
+Added: 10.47 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Gary A.
+Added: 10.48 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Robert F.
10.49 Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association
55 unchanged sentences
(1) Primarily foreign currency translation adjustments.
−Removed: (2) $ 3.8 million relates to net operating losses reclassified as held-to-sale.
+Added: (2) $ 3.8 million relates to net operating losses reclassified as held for sale.
(3) $ 5.7 million relates to the capital loss carryforward expiration from the sale of the Downstream oil and gas business.
18 unchanged sentences
February 24, 2022 By:
+Added: /s/ Anthony J.
February 24, 2022 By:
−Removed: /s/ Robert J.
February 24, 2022 By:
−Removed: /s/ Albert E.
+Added: /s/ Robert J.
February 24, 2022 By:
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.