Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
CONSOLIDATED STATEMENTS OF EARNINGS
For the years ended December 31,
(In thousands, except per share data) 2021 2020 2019
Net sales
Product sales $ 2,109,617 $ 2,041,086 $ 2,073,530
Service sales 396,314 350,250 414,431
Total net sales 2,505,931 2,391,336 2,487,961
Cost of sales
Cost of product sales 1,330,191 1,319,562 1,329,761
Cost of service sales 242,384 230,547 259,455
Total cost of sales 1,572,575 1,550,109 1,589,216
Gross profit 933,356 841,227 898,745
Research and development expenses 88,489 74,816 72,520
Selling expenses 116,956 109,537 120,861
General and administrative expenses 326,140 303,288 301,411
Impairment of assets held for sale 19,088 33,043 —
Restructuring expenses — 31,695 —
Operating income 382,683 288,848 403,953
Interest expense 40,240 35,545 31,347
Other income, net 12,067 9,748 23,856
Earnings before income taxes 354,510 263,051 396,462
Provision for income taxes ( 87,351 ) ( 61,659 ) ( 88,879 )
Net earnings $ 267,159 $ 201,392 $ 307,583
Basic earnings per share $ 6.61 $ 4.83 $ 7.20
Diluted earnings per share $ 6.58 $ 4.80 $ 7.15
Dividends per share $ 0.71 $ 0.68 $ 0.66
Weighted average shares outstanding:
Basic 40,417 41,738 42,739
Diluted 40,602 41,999 43,016
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31,
(In thousands) 2021 2020 2019
Net earnings $ 267,159 $ 201,392 $ 307,583
Other comprehensive income
Foreign currency translation, net of tax (1)
( 10,829 ) 41,282 18,447
Pension and postretirement adjustments, net of tax (2)
131,220 ( 26,864 ) ( 29,017 )
Other comprehensive income (loss), net of tax 120,391 14,418 ( 10,570 )
Comprehensive income $ 387,550 $ 215,810 $ 297,013
(1) The tax benefit (expense) included in other comprehensive income for foreign currency translation adjustments for 2021, 2020, and 2019 was immaterial.
(2) The tax benefit (expense) included in other comprehensive income for pension and postretirement adjustments for 2021, 2020, and 2019 was ($ 42.3 ) million, $ 8.3 million, and $ 8.5 million, respectively.
See notes to consolidated financial statements
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CONSOLIDATED BALANCE SHEETS
As of December 31,
(In thousands, except share data) 2021 2020
ASSETS
Current assets:
Cash and cash equivalents $ 171,004 $ 198,248
Receivables, net 647,148 588,718
Inventories, net 411,567 428,879
Assets held for sale 10,988 27,584
Other current assets 67,101 57,395
Total current assets 1,307,808 1,300,824
Property, plant, and equipment, net 360,031 378,200
Goodwill 1,463,026 1,455,137
Other intangible assets, net 538,077 609,630
Operating lease right-of-use assets, net 143,613 150,898
Prepaid pension asset 256,422 92,531
Other assets 34,568 34,114
Total assets $ 4,103,545 $ 4,021,334
LIABILITIES
Current liabilities:
Current portion of long-term and short-term debt $ — $ 100,000
Accounts payable 211,640 201,237
Accrued expenses 144,466 140,200
Income taxes payable 3,235 6,633
Deferred revenue 260,157 253,411
Liabilities held for sale 12,655 10,141
Other current liabilities 102,714 98,755
Total current liabilities 734,867 810,377
Long-term debt 1,050,610 958,292
Deferred tax liabilities 147,349 115,007
Accrued pension and other postretirement benefit costs 91,329 98,345
Long-term operating lease liability 127,152 133,069
Long-term portion of environmental reserves 13,656 15,422
Other liabilities 112,092 103,248
Total liabilities 2,277,055 2,233,760
Contingencies and Commitments (Notes 10, 14, and 19)
STOCKHOLDERS’ EQUITY
Common stock, $ 1 par value, 100,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 49,187,378 shares issued as of December 31, 2021 and December 31, 2020; outstanding shares were 38,469,778 as of December 31, 2021 and 40,916,429 as of December 31, 2020
49,187 49,187
Additional paid in capital 127,104 122,535
Retained earnings 2,908,827 2,670,328
Accumulated other comprehensive loss ( 190,465 ) ( 310,856 )
Common treasury stock, at cost ( 10,717,600 shares as of December 31, 2021 and 8,270,949 shares as of December 31, 2020)
( 1,068,163 ) ( 743,620 )
Total stockholders' equity 1,826,490 1,787,574
Total liabilities and stockholders’ equity $ 4,103,545 $ 4,021,334
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31,
(In thousands) 2021 2020 2019
Cash flows from operating activities:
Net earnings $ 267,159 $ 201,392 $ 307,583
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 114,384 115,903 102,412
(Gain) on sale/disposal of long-lived assets ( 568 ) — ( 11,054 )
Deferred income taxes ( 10,200 ) ( 7,048 ) 40,787
Share-based compensation 13,450 14,437 13,669
Impairment of assets held for sale 19,088 33,043 —
Foreign exchange loss on substantial liquidation of subsidiary — 9,351 —
Non-cash restructuring charges — 15,628 —
Changes in operating assets and liabilities, net of businesses acquired and disposed of:
Receivables, net ( 59,372 ) 71,147 ( 12,613 )
Inventories, net 15,321 15,535 ( 3,485 )
Progress payments ( 3,672 ) ( 7,689 ) ( 4,834 )
Accounts payable and accrued expenses 17,713 ( 55,513 ) ( 18,629 )
Deferred revenue 9,584 ( 33,179 ) 36,134
Income taxes ( 12,988 ) 15,171 ( 15,625 )
Pension and postretirement, net ( 1,236 ) ( 153,375 ) ( 1,310 )
Other 19,005 26,377 ( 11,631 )
Net cash provided by operating activities 387,668 261,180 421,404
Cash flows from investing activities:
Proceeds from sales and disposals of long-lived assets 4,045 2,930 15,093
Additions to property, plant, and equipment ( 41,108 ) ( 47,499 ) ( 69,752 )
Acquisition of businesses, net of cash acquired — ( 487,944 ) ( 185,209 )
Additional consideration paid on prior year acquisitions ( 5,340 ) — —
Other — ( 17 ) ( 172 )
Net cash used for investing activities ( 42,403 ) ( 532,530 ) ( 240,040 )
Cash flows from financing activities:
Borrowings under revolving credit facilities 455,950 570,675 37,692
Payment of revolving credit facilities ( 362,050 ) ( 570,675 ) ( 37,934 )
Borrowings of debt — 300,000 —
Principal payments on debt ( 100,000 ) — —
Repurchases of company stock ( 343,129 ) ( 200,018 ) ( 50,661 )
Proceeds from share-based compensation plans 9,705 11,148 11,770
Dividends paid ( 28,660 ) ( 28,175 ) ( 28,200 )
Other ( 945 ) ( 874 ) ( 812 )
Net cash provided by (used for) financing activities ( 369,129 ) 82,081 ( 68,145 )
Effect of exchange-rate changes on cash ( 3,380 ) ( 3,516 ) 1,748
Net increase (decrease) in cash and cash equivalents ( 27,244 ) ( 192,785 ) 114,967
Cash and cash equivalents at beginning of year 198,248 391,033 276,066
Cash and cash equivalents at end of year 171,004 198,248 391,033
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Common Stock Additional
Paid
in Capital Retained
Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
January 1, 2019 $ 49,187 $ 118,234 $ 2,191,471 $ ( 288,447 ) $ ( 539,664 )
Cumulative effect from adoption of ASU 2018-02 — — 26,257 ( 26,257 ) —
Net earnings — — 307,583 — —
Other comprehensive loss, net of tax — — — ( 10,570 ) —
Dividends paid — — ( 28,200 ) — —
Restricted stock — ( 10,483 ) — — 10,483
Employee stock purchase plan and stock options exercised — ( 4,226 ) — — 15,996
Share-based compensation — 13,264 — — 405
Repurchase of common stock (1)
— — — — ( 50,661 )
Other — ( 719 ) — — 719
December 31, 2019 $ 49,187 $ 116,070 $ 2,497,111 $ ( 325,274 ) $ ( 562,722 )
Net earnings — — 201,392 — —
Other comprehensive income, net of tax — — — 14,418 —
Dividends paid — — ( 28,175 ) — —
Restricted stock — ( 4,115 ) — — 4,115
Employee stock purchase plan and stock options exercised — ( 3,286 ) — — 14,434
Share-based compensation — 14,383 — — 54
Repurchase of common stock (1)
— — — — ( 200,018 )
Other — ( 517 ) — — 517
December 31, 2020 $ 49,187 $ 122,535 $ 2,670,328 $ ( 310,856 ) $ ( 743,620 )
Net earnings — — 267,159 — —
Other comprehensive income, net of tax — — — 120,391 —
Dividends paid — — ( 28,660 ) — —
Restricted stock — ( 9,007 ) — — 9,007
Employee stock purchase plan — 877 — — 8,828
Share-based compensation — 13,296 — — 154
Repurchase of common stock (1)
— — — — ( 343,129 )
Other — ( 597 ) — — 597
December 31, 2021 $ 49,187 $ 127,104 $ 2,908,827 $ ( 190,465 ) $ ( 1,068,163 )
(1) For the years ended December 31, 2021, 2020, and 2019, the Corporation repurchased approximately 2.7 million, 2.0 million, and 0.4 million shares of its common stock, respectively.
See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Curtiss-Wright Corporation and its subsidiaries (the Corporation or the Company) is a global integrated business that provides highly engineered products, solutions, and services mainly to aerospace & defense markets, as well as critical technologies in demanding commercial power, process, and industrial markets.
Principles of Consolidation
The consolidated financial statements include the accounts of the Corporation and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated.
Use of Estimates
The financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP), which requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. The most significant of these estimates includes the estimate of costs to complete on certain contracts using the over-time revenue recognition accounting method, cash flow estimates used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, fair value estimates around assets and assumed liabilities from acquisitions, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Actual results may differ from these estimates.
Cash and Cash Equivalents
Cash equivalents consist of money market funds and commercial paper that are readily convertible into cash, all with original maturity dates of three months or less.
Inventory
Inventories are stated at lower of cost or net realizable value. Production costs are comprised of direct material and labor and applicable manufacturing overhead.
Progress Payments
Certain long-term contracts provide for interim billings as costs are incurred on the respective contracts. Pursuant to contract provisions, agencies of the U.S. Government and other customers obtain control of promised goods or services to the extent that progress payments are received. Accordingly, these receipts have been reported as a reduction of unbilled receivables as presented in Note 5 to the Consolidated Financial Statements. In the event that progress payments received exceed revenue recognized to date on a specific contract, a contract liability has been established with such amount reported in the "Deferred revenue" line within the Consolidated Balance Sheet.
The Corporation also receives progress payments on development contracts related to certain aerospace and defense programs. Progress payments received on partially funded development contracts have been reported as a reduction of inventories, as presented in Note 6 to the Consolidated Financial Statements.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated depreciation. Major renewals and betterments are capitalized, while maintenance and repairs that do not improve or extend the life of the asset are expensed in the period that they are incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets.
Average useful lives for property, plant, and equipment are as follows:
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Buildings and improvements 5 to 40 years
Machinery, equipment, and other 3 to 15 years
See Note 7 to the Consolidated Financial Statements for further information on property, plant, and equipment.
Intangible Assets
Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, trademarks, and technology licenses. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from 1 to 20 years. See Note 9 to the Consolidated Financial Statements for further information on other intangible assets.
Impairment of Long-Lived Assets
The Corporation reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Corporation compares the estimated fair value determined by either the undiscounted future net cash flows or appraised value to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value in the period in which the impairment becomes known. The Corporation recognized no significant impairment charges on assets held in use during the years ended December 31, 2021, 2020, and 2019.
Goodwill
Goodwill results from business acquisitions. The Corporation accounts for business acquisitions by allocating the purchase price to the tangible and intangible assets acquired and liabilities assumed. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts allocated is recorded as goodwill. The recoverability of goodwill is subject to an annual impairment test or whenever an event occurs or circumstances change that would more likely than not result in an impairment. The impairment test is based on the estimated fair value of the underlying businesses. The Corporation’s goodwill impairment test is performed annually in the fourth quarter of each year. See Note 8 to the Consolidated Financial Statements for further information on goodwill.
Fair Value of Financial Instruments
Accounting guidance requires certain disclosures regarding the fair value of financial instruments. Due to the short maturities of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, the net book value of these financial instruments is deemed to approximate fair value. See Notes 11 and 14 to the Consolidated Financial Statements for further information on the Corporation's financial instruments.
Research and Development
The Corporation funds research and development programs for commercial products and independent research and development and bid and proposal work related to government contracts. Development costs include engineering for new customer requirements. Corporation-sponsored research and development costs are expensed as incurred.
Research and development costs associated with customer-sponsored programs are capitalized to inventory and are recorded in cost of sales when products are delivered or services performed. Funds received under shared development contracts are a reduction of the total development expenditures under the shared contract and are shown net as research and development costs.
Accounting for Share-Based Payments
The Corporation follows the fair value based method of accounting for share-based employee compensation, which requires the Corporation to expense all share-based employee compensation. Share-based employee compensation is a non-cash expense since the Corporation settles these obligations by issuing the shares of Curtiss-Wright Corporation instead of settling such obligations with cash payments.
Compensation expense for performance shares and time-based restricted stock is recognized over the requisite service period for the entire award based on the grant date fair value.
Income Taxes
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The Corporation accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized.
The Corporation records amounts related to uncertain income tax positions by 1) prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements and 2) the measurement of the income tax benefits recognized from such positions. The Corporation’s accounting policy is to classify uncertain income tax positions that are not expected to be resolved in one year as a non-current income tax liability and to classify interest and penalties as a component of interest expense and general and administrative expenses, respectively. See Note 13 to the Consolidated Financial Statements for further information.
Foreign Currency
For operations outside the United States of America that prepare financial statements in currencies other than the U.S. dollar, the Corporation translates assets and liabilities at period-end exchange rates and income statement amounts using weighted-average exchange rates for the period. The cumulative effect of translation adjustments is presented as a component of accumulated other comprehensive income (loss) within stockholders’ equity. This balance is primarily affected by foreign currency exchange rate fluctuations. Losses from foreign currency transactions are included in general and administrative expenses in the Consolidated Statement of Earnings, which amounted to $ 1.8 million, $ 3.9 million, and $ 7.2 million for the years ended December 31, 2021, 2020, and 2019, respectively.
Derivatives
Forward Foreign Exchange and Currency Option Contracts
The Corporation uses financial instruments, such as forward exchange and currency option contracts, to hedge a portion of existing and anticipated foreign currency denominated transactions. The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations. All derivative financial instruments are recorded at fair value based upon quoted market prices for comparable instruments, with the gain or loss on these transactions recorded into earnings in the period in which they occur. The Corporation does not use derivative financial instruments for trading or speculative purposes.
Interest Rate Risks and Related Strategies
The Corporation’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt. The Corporation periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Corporation exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.
For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates.
Recently Issued Accounting Standards
Recent accounting standards adopted
ASU 2016-13- Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. On January 1, 2020, the Company adopted ASU 2016-13 -Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ASU added a current expected credit loss impairment model to U.S. GAAP based on expected losses rather than incurred losses. As the Corporation is not subject to material trade credit risk given that a significant portion of its sales are generated from contracts with agencies of or prime contractors to the U.S. Government, the adoption of this standard did not have a material impact on the Corporation's consolidated financial statements as of January 1, 2020. As a result of adoption, the Corporation utilizes current and historical collection data as well as assesses current economic conditions in order to determine expected trade credit losses on a prospective basis.
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2. REVENUE
The Corporation accounts for revenues in accordance with ASC 606, Revenue from Contracts with Customers . Under ASC 606, revenue is recognized when control of a promised good and/or service is transferred to a customer at a transaction price that reflects the consideration that the Corporation expects to be entitled to in exchange for that good and/or service.
Performance Obligations
The Corporation identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Corporation considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Corporation’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts with multiple performance obligations, the Corporation allocates the overall transaction price to each performance obligation using standalone selling prices, where available, or utilizes estimates for each distinct good or service in the contract where standalone prices are not available. In certain instances, the transaction price may include estimated amounts of variable consideration including but not limited to incentives, awards, price escalations, liquidated damages, and penalties, only to the extent that it is probable that a significant reversal of cumulative revenue recognized to date around such variable consideration will not occur. The Corporation estimates variable consideration to be included in the transaction price using either the expected value method or most likely amount method, contingent upon the facts and circumstances of the specific arrangement. Variable consideration associated with the Corporation’s respective arrangements is not typically constrained.
The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Changes in total estimated costs are recognized using the cumulative catch-up method of accounting which recognizes the cumulative effect of the changes on current and prior periods in the current period. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. A significant change in an estimate on one or more contracts could have a material effect on the Corporation's consolidated financial position, results or operations, or cash flows. There were no significant changes in estimated contract costs during 2021, 2020, or 2019. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.
The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over-time versus at a point-in-time for the years ended December 31, 2021, 2020, and 2019:
Year Ended
December 31,
2021 2020 2019
Over-time 50 % 52 % 49 %
Point-in-time 50 % 48 % 51 %
Contract backlog represents the remaining performance obligations that have not yet been recognized as revenue. Backlog includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog was approximately $ 2.2 billion as of December 31, 2021, of which the Corporation expects to recognize approximatel y 87 % as net sales over the next 36 months . The remainder will be recognized thereafter.
Disaggregation of Revenue
The following table presents the Corporation’s total net sales disaggregated by end market and customer type:
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Total Net Sales by End Market and Customer Type
Year Ended December 31,
(In thousands) 2021 2020 2019
Aerospace & Defense
Aerospace Defense $ 452,661 $ 463,690 $ 416,841
Ground Defense 220,290 107,448 93,432
Naval Defense 710,688 692,152 568,776
Commercial Aerospace 267,722 325,518 433,038
Total Aerospace & Defense Customers $ 1,651,361 $ 1,588,808 $ 1,512,087
Commercial
Power & Process $ 473,489 $ 474,842 $ 572,950
General Industrial 381,081 327,686 402,924
Total Commercial Customers $ 854,570 $ 802,528 $ 975,874
Total $ 2,505,931 $ 2,391,336 $ 2,487,961
Contract Balances
Timing of revenue recognition and cash collection may result in billed receivables, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the Consolidated Balance Sheet. The Corporation’s contract assets primarily relate to its rights to consideration for work completed but not billed as of the reporting date. Contract assets are transferred to billed receivables when the rights to consideration become unconditional. This is typical in situations where amounts are billed as work progresses in accordance with agreed-upon contractual terms or upon achievement of contractual milestones. The Corporation’s contract liabilities primarily consist of customer advances received prior to revenue being earned. Revenues recognized for the years ended December 31, 2021, 2020, and 2019 included in the contract liabilities balance at the beginning of the respective years were approximately $ 210 million, $ 224 million, and $ 198 million, respectively. Changes in contract assets and contract liabilities as of December 31, 2021 were not materially impacted by any other factors. Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Consolidated Balance Sheet.
3. ACQUISITIONS
The Corporation continually evaluates potential acquisitions that either strategically fit within the Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets. The Corporation has completed numerous acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Corporation's financial statements. This goodwill arises because the purchase prices for these businesses reflect the future earnings and cash flow potential in excess of the earnings and cash flows attributable to the current product and customer set at the time of acquisition. Thus, goodwill inherently includes the know-how of the assembled workforce, the ability of the workforce to further improve the technology and product offerings, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations.
The Corporation allocates the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. Only items identified as of the acquisition date are considered for subsequent adjustment. The Corporation will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
For the year ended December 31, 2021, the Corporation did not complete any acquisitions. However, the Corporation paid $ 5 million during the twelve months ended December 31, 2021 in regard to prior period acquisitions, which included a working capital adjustment on the acquisition of Pacific Star Communications, Inc. (PacStar), as well as a portion of the purchase price on the acquisition of Dyna-Flo Control Valve Services Ltd. (Dyna-Flo), which was initially held back as security for potential indemnification claims against the seller in accordance with the terms of the Purchase Agreement.
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For the year ended December 31, 2020, the Corporation acquired three businesses for an aggregate purchase price of $ 496 million, net of cash acquired. The Corporation's prior period acquisitions contributed $ 40 million of total net sales and $ 5 million of net losses for the year ended December 31, 2020 which are included in the Consolidated Statement of Earnings.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated in 2020:
(In thousands) 2020
Accounts receivable $ 25,488
Inventory 37,840
Property, plant, and equipment 5,280
Intangible assets 204,384
Operating lease right-of-use assets, net 5,562
Other current and non-current assets 7,050
Current and non-current liabilities ( 75,257 )
Net tangible and intangible assets 210,347
Goodwill 285,200
Total Purchase price $ 495,547
Goodwill deductible for tax purposes $ 37,234
2020 Acquisitions
PacStar
On October 30, 2020 , the Corporation acquired 100% of the issued and outstanding stock of PacStar for $ 406 million. The Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. PacStar is a provider of tactical communications solutions for battlefield network management. The acquired business operates within the Defense Electronics segment.
Interactive Analysis and Display System (IADS)
On April 20, 2020 , the Corporati on acquired the IADS product line for approximately $ 29 million. The Asset Purchase Agreement contains representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited in escrow as security for potential indemnification claims against the seller. IADS is a real-time display and post-test analysis product for flight tests. The acquired product line operates within the Defense Electronics segment.
Dyna-Flo
On February 28, 2020 , the Corporati on acquired 100% of the issued and outstanding share capital of Dyna- Flo for approximately $ 60 million, net of cash acquired. The Purchase Agreement contains representations and warranties customary for a transaction of this type, including a portion of the purchase price held back as security for potential indemnification claims against the seller. Dyna-Flo specializes in control valves, actuators, and control systems for the chemical, petrochemical, and oil and gas markets. The acquired business operates within the Naval & Power segment.
4. ASSETS HELD FOR SAL E
During the fourth quarter of 2020, the Corporation committed to a plan to sell its industrial valve business in Germany, which is reported within its Naval & Power segment. The business met the criteria to be classified as held for sale in the fourth quarter of 2020. Accordingly, the assets and liabilities of the business are presented as held for sale in the Corporation's Consolidated Balance Sheet as of December 31, 2021. The aforementioned assets and liabilities classified as held for sale have been measured at the lower of carrying value or fair value less costs to sell, which resulted in impairment losses of $ 19 million and $ 33 million for the years ended December 31, 2021 and 2020, respectively. Such amounts have been reported in the "Impairment of assets held for sale" caption within the Corporation’s Consolidated Statement of Earnings.
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The aggregate components of assets and liabilities classified as held for sale as of December 31 are as follows:
(In thousands) 2021 2020
Assets held for sale:
Receivables, net $ 11,038 $ 9,902
Inventories, net 18,373 16,401
Other current assets 1,181 1,798
Property, plant, and equipment, net 4,220 4,821
Reserve for assets held for sale ( 23,824 ) ( 5,338 )
Total assets held for sale, current $ 10,988 $ 27,584
Liabilities held for sale:
Accounts payable $ ( 4,450 ) ( 2,654 )
Accrued expenses ( 1,165 ) ( 1,375 )
Other current liabilities ( 2,631 ) ( 748 )
Accrued pension and other postretirement benefit costs ( 4,409 ) ( 5,364 )
Total liabilities held for sale, current $ ( 12,655 ) $ ( 10,141 )
5. RECEIVABLES
Receivables include current notes, amounts billed to customers, claims, other receivables, and unbilled revenue on long-term contracts, which consists 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. An immaterial amount of billed receivables are subject to retainage provisions. The amount of claims and unapproved change orders within our receivables balances is immaterial.
The Corporation is either a prime contractor or subcontractor to various agencies of the U.S. Government. Revenues derived directly and indirectly from government sources (primarily the U.S. Government) were 55 % and 53 % of total net sales in 2021 and 2020, respectively. Total receivables due from government sources (primarily the U.S Government) were $ 401.0 million and $ 352.7 million as of December 31, 2021 and 2020, respectively. Government (primarily the U.S. Government) unbilled receivables, net of progress payments, were $ 253.5 million and $ 198.6 million as of December 31, 2021 and 2020, respectively.
The composition of receivables as of December 31 is as follows:
(In thousands) 2021 2020
Billed receivables:
Trade and other receivables $ 362,007 $ 361,460
Unbilled receivables:
Recoverable costs and estimated earnings not billed 291,758 238,309
Less: Progress payments applied ( 1,297 ) ( 3,291 )
Net unbilled receivables 290,461 235,018
Less: Allowance for doubtful accounts ( 5,320 ) ( 7,760 )
Receivables, net $ 647,148 $ 588,718
6. INVENTORIES
Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. The caption "Inventoried costs related to U.S. Government and other long-term contracts" includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization. Inventories are valued at the lower of cost or net realizable value.
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The composition of inventories as of December 31 is as follows:
(In thousands) 2021 2020
Raw materials $ 191,066 $ 177,828
Work-in-process 78,221 80,729
Finished goods 98,944 120,767
Inventoried costs related to U.S. Government and other long-term contracts (1)
48,619 56,599
Inventories, net of reserves 416,850 435,923
Less: Progress payments applied ( 5,283 ) ( 7,044 )
Inventories, net $ 411,567 $ 428,879
(1) As of December 31, 2021 and 2020, this caption also includes capitalized development costs of $ 25.7 million and $ 29.7 million, respectively, related to certain aerospace and defense programs. These capitalized costs will be liquidated as units are produced and sold under contract. As of December 31, 2021 and 2020, capitalized development costs of $ 12.1 million and $ 13.0 million, respectively, are not currently supported by existing firm orders.
7. PROPERTY, PLANT, AND EQUIPMENT
The composition of property, plant, and equipment as of December 31 is as follows:
(In thousands) 2021 2020
Land $ 17,615 $ 17,660
Buildings and improvements 239,217 236,355
Machinery, equipment, and other 885,970 881,110
Property, plant, and equipment, at cost 1,142,802 1,135,125
Less: Accumulated depreciation ( 782,771 ) ( 756,925 )
Property, plant, and equipment, net $ 360,031 $ 378,200
Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was $ 54.8 million, $ 55.3 million, and $ 57.4 million, respectively.
8. GOODWILL
In connection with the change in reportable segments on January 1, 2021, the Corporation recast its previously reported
goodwill balances as of December 31, 2020 and December 31, 2019 on a relative fair value basis. Refer to Note 18 to the Consolidated Financial Statements for additional information on the Corporation’s reportable segments.
The changes in the carrying amount of goodwill for 2021 and 2020 are as follows:
(In thousands) Aerospace & Industrial Defense Electronics Naval & Power Consolidated
December 31, 2019 $ 314,667 $ 441,291 $ 410,722 $ 1,166,680
Acquisitions — 256,733 28,467 285,200
Impairment on assets held for sale (1)
— — ( 9,598 ) ( 9,598 )
Adjustments — ( 1,385 ) — ( 1,385 )
Foreign currency translation adjustment 2,254 7,276 4,710 14,240
December 31, 2020 $ 316,921 $ 703,915 $ 434,301 $ 1,455,137
Adjustments (2)
— 12,943 — 12,943
Foreign currency translation adjustment ( 774 ) ( 2,844 ) ( 1,436 ) ( 5,054 )
December 31, 2021 $ 316,147 $ 714,014 $ 432,865 $ 1,463,026
(1) Amount relates to the Corporation's industrial valves business in Germany, which was classified as held for sale as of December 31, 2020.
(2) Amount primarily relates to post-closing adjustments on the Corporation's acquisition of PacStar in October 2020.
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The purchase price allocations relating to the businesses acquired are initially based on estimates. The Corporation adjusts these estimates based upon final analysis, including input from third party appraisals when deemed appropriate. The determination of fair value is finalized no later than twelve months from acquisition. Goodwill adjustments represent subsequent adjustments to the purchase price allocation for acquisitions.
The Corporation completed its annual goodwill impairment testing as of October 31, 2021, 2020, and 2019 and concluded that there was no impairment of goodwill.
9. OTHER INTANGIBLE ASSETS, NET
Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, and trademarks. Intangible assets are amortized over useful lives that generally range between 1 and 20 years.
The following tables present the cumulative composition of the Corporation’s intangible assets as of December 31, 2021 and December 31, 2020, respectively.
2021 2020
(In thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Technology (2)
$ 274,615 $ ( 164,077 ) $ 110,538 $ 280,595 $ ( 148,064 ) $ 132,531
Customer related intangibles (2)
568,720 ( 270,816 ) 297,904 573,722 ( 239,798 ) 333,924
Programs (1)
144,000 ( 27,000 ) 117,000 144,000 ( 19,800 ) 124,200
Other intangible assets
49,559 ( 36,924 ) 12,635 51,493 ( 32,518 ) 18,975
Total $ 1,036,894 $ ( 498,817 ) $ 538,077 $ 1,049,810 $ ( 440,180 ) $ 609,630
(1) Programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology, and trademarks underlying the associated program.
(2) During the year ended December 31, 2020, the Corporation recognized an impairment loss of $ 18 million pertaining to technology and customer-related intangibles of its industrial valve business in Germany, which was classified as held for sale during the fourth quarter of 2020.
During the year ended December 31, 2020, the Corporation acquired intangible assets of $ 204.4 million as a result of the Corporation's PacStar, IADS, and Dyna-Flo acquisitions, which included Customer-related intangibles of $ 159.9 million, Technology of $ 34.6 million, and Other intangible assets of $ 9.9 million. The weighted average amortization periods for these aforementioned intangible assets are 16.4 years, 8.9 years, and 7.1 years, respectively. During the year ended December 31, 2021, the Corporation did not acquire any intangible assets. However, as a result of finalizing the purchase price allocation related to the Corporation's acquisition of PacStar, approximately $ 12 million of intangible assets were reclassified to goodwill during 2021.
Amortization expense for the years ended December 31, 2021, 2020, and 2019 was $ 60 million, $ 61 million, and $ 45 million, respectively. The estimated future amortization expense of intangible assets over the next five years is as follows:
(In millions)
2022 $ 55
2023 $ 52
2024 $ 48
2025 $ 45
2026 $ 44
10. LEASES
The Corporation conducts a portion of its operations from leased facilities, which include manufacturing and service facilities, administrative offices, and warehouses. In addition, the Corporation leases vehicles, machinery, and office equipment under operating leases. Our leases have remaining lease terms ranging from approximately 1 year to 15 years, some of which include options for renewals, escalations, or terminations. Rental expenses for all operating leases amounted to $ 42 million, $ 41 million, and $ 37 million for the years ended December 31, 2021, 2020, and 2019, respectively.
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Generally, the Corporation's lease contracts do not provide a readily determinable interest rate. Accordingly, the Corporation determines the incremental borrowing rate as of the lease commencement date in order to calculate the present value of its lease payments. The incremental borrowing rate is determined based on information available at the lease commencement date, including the lease term, market rates for the Corporation’s outstanding debt, as well as market rates for debt of companies with similar credit ratings.
The components of lease expense were as follows:
Year Ended
(In thousands) December 31, 2021 December 31, 2020
Operating lease cost $ 41,663 $ 40,961
Finance lease cost:
Depreciation of finance leases $ 1,037 $ 1,037
Interest on lease liabilities 431 468
Total finance lease cost $ 1,468 $ 1,505
Supplemental cash flow information related to leases was as follows:
Year Ended
(In thousands) December 31, 2021 December 31, 2020
Cash used for operating activities:
Operating cash flows used for operating leases $ ( 33,352 ) $ ( 33,842 )
Operating cash flows used for finance leases ( 431 ) ( 468 )
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations $ 9,040 $ 8,714
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Supplemental balance sheet information related to leases was as follows:
As of December 31,
(In thousands, except lease term and discount rate) 2021 2020
Operating Leases
Operating lease right-of-use assets, net $ 143,613 $ 150,898
Other current liabilities $ 25,389 $ 27,263
Long-term operating lease liability 127,152 133,069
Total operating lease liabilities $ 152,541 $ 160,332
Finance Leases
Property, plant, and equipment $ 15,561 $ 15,561
Accumulated depreciation ( 7,608 ) ( 6,570 )
Property, plant, and equipment, net $ 7,953 $ 8,991
Other current liabilities $ 1,019 $ 945
Other liabilities 9,022 10,041
Total finance lease liabilities $ 10,041 $ 10,986
Weighted average remaining lease term
Operating leases 8.3 years 8.6 years
Finance leases 7.7 years 8.7 years
Weighted average discount rate
Operating leases 3.51 % 3.67 %
Finance leases 4.05 % 4.05 %
Maturities of lease liabilities were as follows:
As of December 31, 2021
(In thousands) Operating Leases Finance Leases
2022 $ 31,698 $ 1,410
2023 29,037 1,445
2024 26,166 1,481
2025 19,811 1,518
2026 16,161 1,556
Thereafter 63,723 4,337
Total lease payments 186,596 11,747
Less: imputed interest ( 34,055 ) ( 1,706 )
Total $ 152,541 $ 10,041
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
Forward Foreign Exchange and Currency Option Contracts
The Corporation has foreign currency exposure, primarily in the United Kingdom, Canada, and Europe. The Corporation uses financial instruments, such as forward and option contracts, to hedge a portion of existing and anticipated foreign currency denominated transactions. The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations. Guidance on accounting for derivative instruments and hedging activities requires companies to recognize all of the derivative financial instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets.
Interest Rate Risks and Related Strategies
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The Corporation’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt. The Corporation periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Corporation exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. The Corporation’s foreign exchange contracts and interest rate swaps are considered Level 2 instruments which are based on market based inputs or unobservable inputs and corroborated by market data such as quoted prices, interest rates, or yield curves.
For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates.
As of December 31, 2021 and December 31, 2020, the Corporation did not have any active interest rate swaps.
Effects on Consolidated Balance Sheet
As of December 31, 2021 and December 31, 2020, the fair values of the asset and liability derivative instruments were immaterial.
Effects on Consolidated Statement of Earnings
Undesignated hedges
The location and amount of (gains) and losses recognized in income on forward exchange derivative contracts not designated for hedge accounting for the years ended December 31, were as follows:
(In thousands) 2021 2020 2019
Forward exchange contracts:
General and administrative expenses $ 1,499 $ 2,312 $ ( 2,072 )
Debt
The estimated fair value amounts were determined by the Corporation using available market information, which is primarily based on quoted market prices for the same or similar issues as of December 31, 2021. The fair values of our debt instruments are characterized as Level 2 measurements which are based on market-based inputs or unobservable inputs and corroborated by market data such as quoted prices, interest rates, or yield curves. The estimated fair values of the Corporation’s fixed rate debt instruments as of December 31, 2021, net of debt issuance costs, totaled $ 1,003 million compared to a carrying value, net of debt issuance costs, of $ 949 million. The estimated fair values of the Corporation’s fixed rate debt instruments as of December 31, 2020, net of debt issuance costs, totaled $ 1,122 million compared to a carrying value, net of debt issuance costs, of $ 1,049 million.
The fair values described above may not be indicative of net realizable value or reflective of future fair values. Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses consist of the following as of December 31:
(In thousands) 2021 2020
Accrued compensation $ 99,835 $ 96,228
Accrued commissions 5,533 6,050
Accrued interest 13,092 13,327
Accrued insurance 6,202 7,215
Other 19,804 17,380
Total accrued expenses $ 144,466 $ 140,200
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Other current liabilities consist of the following as of December 31:
(In thousands) 2021 2020
Short-term lease liabilities $ 25,389 $ 27,263
Warranty reserves 15,268 14,491
WEC legal reserve (1)
15,000 11,600
Pension and other postretirement liabilities 8,054 7,715
Restructuring liability 279 6,944
Other 38,724 30,742
Total other current liabilities $ 102,714 $ 98,755
(1) As of December 31, 2021, the Corporation reclassified prior year amounts associated with its ongoing legal matter with Westinghouse Electric Company (WEC) regarding the AP1000 program. As a result, amounts previously captured within the "warranty reserves" and "other" captions were reclassified into the "WEC legal reserve" caption. See Note 19 to the Consolidated Financial Statements for more information regarding the Corporation's WEC legal reserve.
13. INCOME TAXES
2017 Tax Cuts and Jobs Act
In conjunction with the enactment of the 2017 Tax Cuts and Jobs Act (the Tax Act), the Corporation recorded provisional income tax expense of $ 18.2 million for the year ended December 31, 2017 related to the one-time transition tax on certain foreign earnings. The finalized transition tax of $ 23.6 million was to be paid over 8 years pursuant to the Tax Act. The transition tax liability, which is expected to be paid in 2024 and 2025, was $ 7.4 million and $ 9.0 million as of December 31, 2021 and December 31, 2020, respectively.
As of December 31, 2021, the Corporation reassessed its assertion around whether foreign undistributed earnings should continue to no longer be considered permanently reinvested. Based on such assessment, Corporation revised its assertion with respect to prior and current earnings of a foreign subsidiary, which resulted in the reversal of $ 2.8 million of tax liabilities previously recorded. The Corporation maintains its previous assertion for all other foreign subsidiaries, and has recorded a liability for withholding taxes that would arise upon distribution of the Corporation’s foreign undistributed earnings.
During the fourth quarter of 2020, the Corporation committed to a plan to sell its industrial valve business in Germany. As a result, the tax consequences from those temporary differences resulting from the held for sale designation are no longer considered to be permanently reinvested. However, the Corporation has not recorded any provision, as it expects under tax law to recover the outside basis difference in a tax-free manner. With respect to the sale of the German industrial valves business in January 2022, the Corporation has determined that the global intangible low-taxed income (GILTI)-related impact associated with the sale is immaterial.
Except as noted above, the Corporation remains permanently reinvested to the extent of any outside basis differences in its foreign subsidiaries in excess of the amount of undistributed earnings as it is not practicable to determine the provision impact, if any, due to the complexities associated with this calculation.
Earnings before income taxes for the years ended December 31 consist of:
(In thousands) 2021 2020 2019
Domestic $ 271,694 $ 212,613 $ 273,036
Foreign (1)
82,816 50,438 123,426
$ 354,510 $ 263,051 $ 396,462
(1) The Corporation recognized pre-tax impairment losses of $ 19 million in 2021 and $ 33 million in 2020 pertaining to its industrial valve business in Germany, which was classified as held for sale during the fourth quarter of 2020.
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The provision for income taxes for the years ended December 31 consists of:
(In thousands) 2021 2020 2019
Current:
Federal $ 57,910 $ 36,793 $ 14,195
State 15,477 11,882 3,766
Foreign 22,034 21,841 24,816
Total current 95,421 70,516 42,777
Deferred:
Federal ( 7,167 ) 1,043 38,647
State ( 477 ) ( 527 ) 6,632
Foreign ( 426 ) ( 9,373 ) 823
Total deferred ( 8,070 ) ( 8,857 ) 46,102
Provision for income taxes $ 87,351 $ 61,659 $ 88,879
The effective tax rate varies from the U.S. federal statutory tax rate for the years ended December 31, principally:
2021 2020 2019
U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 %
Add (deduct):
State and local taxes, net of federal benefit 3.6 3.7 2.4
Foreign asset impairment (held for sale) 1.6 1.2 —
Valuation allowance for foreign assets held for sale 0.2 1.3 —
R&D tax credits ( 1.3 ) ( 0.9 ) ( 1.2 )
Foreign earnings (1)
0.2 ( 0.9 ) 1.4
Foreign-derived intangible income ( 1.4 ) ( 2.8 ) ( 1.3 )
All other, net 0.7 0.8 0.1
Effective tax rate 24.6 % 23.4 % 22.4 %
(1) Foreign earnings primarily include the net impact of differences between local statutory rates and the U.S. Federal statutory rate, the cost of repatriating foreign earnings, and the impact of changes to foreign valuation allowances, excluding items related to foreign assets classified as held for sale .
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The components of the Corporation’s deferred tax assets and liabilities as of December 31 are as follows:
(In thousands) 2021 2020
Deferred tax assets:
Operating lease liabilities $ 32,868 $ 33,371
Inventories, net 17,237 16,734
Net operating loss 5,384 5,518
Environmental reserves 9,262 8,698
Incentive compensation 6,936 8,102
Pension and other postretirement liabilities — 13,533
Legal reserves 6,991 —
Other 32,665 33,401
Total deferred tax assets 111,343 119,357
Deferred tax liabilities:
Goodwill amortization 98,947 90,112
Operating lease right-of-use assets, net 30,911 31,292
Other intangible amortization 59,056 65,549
Depreciation 13,694 22,780
Withholding taxes 12,776 12,549
Pension and other postretirement assets 29,385 —
Other 7,149 8,757
Total deferred tax liabilities 251,918 231,039
Valuation allowance 2,625 1,240
Net deferred tax liabilities $ 143,200 $ 112,922
Deferred tax assets and liabilities are reflected on the Corporation’s consolidated balance sheet as of December 31 as follows:
(In thousands) 2021 2020
Net noncurrent deferred tax assets $ 4,149 $ 2,085
Net noncurrent deferred tax liabilities 147,349 115,007
Net deferred tax liabilities $ 143,200 $ 112,922
The Corporation has income tax net operating loss carryforwards related to international operations of $ 6.1 million, of which $ 3.4 million have an indefinite life and $ 2.7 million which expire through 2028. The Corporation has federal and state income tax net loss carryforwards of $ 61.8 million, all of which are net operating losses that expire through 2040. The Corporation has recorded a deferred tax asset of $ 5.4 million, reflecting the benefit of the loss carryforwards related to international and domestic operations.
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021 in certain of the Corporation’s foreign locations. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. As of December 31, 2021, the Corporation increased its valuation allowance by $ 1.4 million to $ 2.6 million, in order to measure only the portion of the deferred tax asset that more likely than not will be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as projections for growth.
As of December 31, 2021, the Corporation recorded a deferred tax asset of $ 4.4 million on net operating losses of $ 14.7 million related to the held for sale industrial valve business in Germany. A provision of $ 0.7 million was recorded during the year ended December 31, 2021, resulting in a full valuation allowance against the deferred tax asset, as it is more likely than not that the losses will be forfeited.
Income tax payments, net of refunds, of $ 107.1 million, $ 54.0 million, and $ 63.9 million were made in 2021, 2020, and 2019, respectively.
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The Corporation has recorded a liability in Other liabilities for interest of $ 3.9 million and penalties of $ 2.0 million as of December 31, 2021.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(In thousands) 2021 2020 2019
Balance as of January 1, $ 15,585 $ 12,676 $ 13,563
Additions for tax positions of prior periods 2,877 1,497 581
Reductions for tax positions of prior periods ( 1,861 ) ( 615 ) ( 2,184 )
Additions for tax positions related to the current year 655 2,041 936
Settlements ( 238 ) ( 14 ) ( 220 )
Balance as of December 31, $ 17,018 $ 15,585 $ 12,676
In many cases, the Corporation’s uncertain tax positions are related to tax years that remain subject to examination by tax authorities.
The following describes the open tax years, by major tax jurisdiction, as of December 31, 2021:
United States (Federal) 2018 - present
United States (Various states) 2010 - present
United Kingdom 2020 - present
Canada 2018 - present
The Corporation does not expect any significant changes to the estimated amount of liability associated with its uncertain tax positions through the next twelve months. Included in total unrecognized tax benefits as of December 31, 2021, 2020, and 2019 is $ 14.1 million, $ 13.0 million, and $ 10.2 million, respectively, which if recognized, would favorably impact the effective income tax rate.
14. DEBT
Debt consists of the following as of December 31:
(In thousands) 2021 2021 2020 2020
Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
Revolving credit agreement, due 2023 $ 93,900 $ 93,900 $ — $ —
3.84 % Senior notes due 2021
— — 100,000 102,173
3.70 % Senior notes due 2023
202,500 208,086 202,500 211,790
3.85 % Senior notes due 2025
90,000 95,246 90,000 97,429
4.24 % Senior notes due 2026
200,000 218,421 200,000 224,390
4.05 % Senior notes due 2028
67,500 73,783 67,500 75,440
4.11 % Senior notes due 2028
90,000 98,854 90,000 101,047
3.10 % Senior notes due 2030
150,000 154,832 150,000 155,805
3.20 % Senior notes due 2032
150,000 154,875 150,000 155,048
Total debt 1,043,900 1,097,997 1,050,000 1,123,122
Debt issuance costs, net ( 949 ) ( 949 ) ( 1,147 ) ( 1,147 )
Unamortized interest rate swap proceeds (1)
7,659 7,659 9,439 9,439
Total debt, net 1,050,610 1,104,707 1,058,292 1,131,414
Less: current portion of long-term debt — — 100,000 100,000
Total long-term debt $ 1,050,610 $ 1,104,707 $ 958,292 $ 1,031,414
(1) Represents the gain from termination of the Corporation's interest rate swap agreements on its 3.85 % and 4.24 % Senior Notes in February 2016, which will be amortized into interest expense over the remaining terms of the respective notes.
The weighted-average interest rate of the Corporation's Revolving Credit Agreement in 2021 and 2020 was 1.0 % and 1.4 %, respectively.
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The Corporation's total debt outstanding had a weighted-average interest rate of 3.4 % in both 2021 and 2020.
Aggregate maturities of debt are as follows:
(In thousands)
2022 $ —
2023 296,400
2024 —
2025 90,000
2026 200,000
Thereafter 457,500
Total $ 1,043,900
Interest payments of $ 40 million, $ 31 million, and $ 30 million were made in 2021, 2020, and 2019, respectively.
Revolving Credit Agreement
In October 2018, the Corporation amended the terms of its existing Credit Agreement (Credit Agreement) with a syndicate of financial institutions, led by Bank of America N.A., Wells Fargo, N.A., and JP Morgan Chase Bank, N.A.. The amended agreement, which provides the Corporation with a borrowing capacity of $ 500 million, extended the maturity date from November 2019 to October 2023 and expanded the accordion feature from $ 100 million to $ 200 million. The proceeds available under the Credit Agreement are to be used for working capital, internal growth initiatives, funding of future acquisitions, and general corporate purposes. As of December 31, 2021, the Corporation had $ 21 million in letters of credit supported by the credit facility and $ 94 million borrowings outstanding under the credit facility. The unused credit available under the credit facility as of December 31, 2021 was $ 385 million, which the Corporation had the ability to borrow in full without violating its debt to capitalization covenant.
The Credit Agreement contains covenants that the Corporation considers usual and customary for an agreement of this type for comparable commercial borrowers, including a maximum consolidated debt to capitalization ratio of 60 %. The Credit Agreement has customary events of default, such as non-payment of principal when due; nonpayment of interest, fees, or other amounts; cross-payment default and cross-acceleration.
Borrowings under the credit agreement accrue interest based on (i) Libor or (ii) a base rate of the highest of (a) the federal funds rate plus 0.5%, (b) BofA’s announced prime rate, or (c) the Eurocurrency rate plus 1%, plus a margin. The interest rate and level of facility fees are dependent on certain financial ratios, as defined in the Credit Agreement. The Credit Agreement also provides customary fees, including administrative agent and commitment fees. In connection with the Credit Agreement, the Corporation paid customary transaction fees that have been deferred and are being amortized over the term of the Credit Agreement.
Senior Notes
On August 13, 2020 , the Corporation issued $ 300 million of Senior Notes (the “2020 Notes”), consisting of $ 150 million of 3.10 % Senior Notes that mature on August 13, 2030 and $ 150 million of 3.20 % Senior Notes that mature on August 13, 2032. The 2020 Notes are senior unsecured obligations, equal in right of payment to the Corporation’s existing senior indebtedness. The Corporation, at its option, can prepay at any time all or any part of the 2020 Notes, subject to a make-whole payment in accordance with the terms of the Note Purchase Agreement. In connection with the issuance of the 2020 Notes, the Corporation paid customary fees that have been deferred and are being amortized over the term of the 2020 Notes. Under the terms of the Note Purchase Agreements, the Corporation is required to maintain certain financial ratios, the most restrictive of which are a debt to capitalization limit of 60 % and an interest coverage ratio of less than 3 to 1. The debt to capitalization ratio (as defined per the Notes Purchase Agreement and Credit Agreement) is calculated using the same formula for all of the Corporation’s debt agreements and is a measure of the Corporation’s indebtedness to capitalization, where capitalization equals debt plus equity. The 2020 Notes also contain a cross default provision with respect to the Corporation’s other senior indebtedness.
On February 26, 2013 , the Corporation issued $ 500 million of Senior Notes (the “2013 Notes”). The 2013 Notes consisted of $ 225 million of 3.70 % Senior Notes that mature on February 26, 2023 , $ 100 million of 3.85 % Senior Notes that mature on February 26, 2025 , and $ 75 million of 4.05 % Senior Notes that mature on February 26, 2028 . $ 100 million of additional 4.11 % Senior Notes were deferred and subsequently issued on September 26, 2013 that mature on September 26, 2028 . On October 15, 2018, the Corporation made a discretionary $ 50 million prepayment on the $ 500 million 2013 Notes. The 2013 Notes are senior unsecured obligations, equal in right of payment to the Corporation’s existing senior indebtedness. The Corporation, at its option, can prepay at any time all or any part of the 2013 Notes, subject to a make-whole payment in
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accordance with the terms of the Note Purchase Agreement. In connection with the issuance of the 2013 Notes, the Corporation paid customary fees that have been deferred and are being amortized over the term of the 2013 Notes. The 2013 Notes also contain a cross default provision with respect to the Corporation’s other senior indebtedness.
On December 8, 2011 , the Corporation issued $ 300 million of Senior Notes (the “2011 Notes”). The 2011 Notes consist of $ 100 million of 3.84 % Senior Notes that matured on December 1, 2021 and $ 200 million of 4.24 % Senior Series Notes that mature on December 1, 2026 . The 2011 Notes are senior unsecured obligations, equal in right of payment to our existing senior indebtedness. The Corporation, at its option, can prepay at any time all or any part of our 2011 Notes, subject to a make-whole payment in accordance with the terms of the Note Purchase Agreement. In connection with the 2011 Notes, the Corporation paid customary fees that have been deferred and are being amortized over the term of the 2011 Notes. Under the Note Purchase Agreement, the Corporation is required to maintain certain financial ratios, the most restrictive of which is a debt to capitalization limit of 60 %. The 2011 Notes also contain a cross default provision with our other senior indebtedness.
As of December 31, 2021, the Corporation had the ability to borrow additional debt of $ 1.6 billion without violating our debt to capitalization covenant.
15. EARNINGS PER SHARE
The Corporation is required to report both basic earnings per share (EPS), based on the weighted-average number of common shares outstanding, and diluted earnings per share, based on the basic EPS adjusted for all potentially dilutive shares issuable.
As of December 31, 2021, 2020 and 2019, there were no anti-dilutive equity-based awards excluded from the calculation of diluted earnings per share.
Earnings per share calculations for the years ended December 31, 2021, 2020, and 2019, were as follows:
(In thousands, except per share data) Net Earnings Weighted-
Average Shares
Outstanding Earnings per Share
2021
Basic earnings per share $ 267,159 40,417 $ 6.61
Dilutive effect of deferred stock compensation 185
Diluted earnings per share $ 267,159 40,602 $ 6.58
2020
Basic earnings per share $ 201,392 41,738 $ 4.83
Dilutive effect of stock options and deferred stock compensation 261
Diluted earnings per share $ 201,392 41,999 $ 4.80
2019
Basic earnings per share $ 307,583 42,739 $ 7.20
Dilutive effect of stock options and deferred stock compensation 277
Diluted earnings per share $ 307,583 43,016 $ 7.15
16. SHARE-BASED COMPENSATION PLANS
In May 2014, the Corporation adopted the Curtiss-Wright 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”). The plan replaced the Corporation's existing 2005 Long Term Incentive Plan and the 2005 Stock Plan for Non-Employee Directors (collectively the “2005 Stock Plans”). Beginning in May 2014, all awards were granted under the 2014 Omnibus Plan. The maximum aggregate number of shares of common stock that may be issued under the 2014 Omnibus Plan are 2,400,000 less one share of common stock for every one share of common stock granted under any prior plan after December 31, 2013 and prior to the effective date of the 2014 Omnibus Plan. In addition, any awards that were previously granted under any prior plan that terminate without issuance of shares shall be eligible for issuance under the 2014 Omnibus Plan. Awards under the 2014 Omnibus Plan may be in the form of stock options, stock appreciation rights, restricted stock units (RSU), other stock-based awards, performance share units (PSU), or cash-based performance units (PU).
During 2021, the Corporation granted share-based awards in the form of RSUs and PSUs. Previous grants under the 2005 Stock Plans included non-qualified stock options. Under our employee benefit program, the Corporation also provides an Employee
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Stock Purchase Plan (ESPP) to most active employees. Certain awards provide for accelerated vesting if there is a change in control.
The compensation cost for employee and non-employee director share-based compensation programs during 2021, 2020, and 2019 is as follows:
(In thousands) 2021 2020 2019
Employee Stock Purchase Plan $ 1,710 $ 1,625 $ 1,585
Performance Share Units 4,850 4,909 4,853
Restricted Share Units 5,661 6,978 6,061
Other share-based payments 1,229 925 1,170
Total share-based compensation expense before income taxes $ 13,450 $ 14,437 $ 13,669
Other share-based grants include service-based restricted stock awards to non-employee directors, who are treated as employees as prescribed by the accounting guidance on share-based payments. The compensation cost recognized follows the cost of the employee, which is primarily reflected as general and administrative expense in the Consolidated Statement of Earnings. No share-based compensation costs were capitalized during 2021, 2020, or 2019.
The following table summarizes the cash received from share-based awards on share-based compensation:
(In thousands) 2021 2020 2019
Cash received from share-based awards $ 9,705 $ 11,148 $ 11,770
Stock Options
As of December 31, 2021, the Corporation's did not have any stock options outstanding. The total intrinsic value of stock options exercised during 2020 and 2019 was $ 5.2 million, and $ 8.7 million, respectively.
Performance Share Units
The Corporation has granted performance share units to certain employees, whose three year cliff vesting is contingent upon the Corporation's total shareholder return over the three-year term beginning at the start of the fiscal year following the date of grant. Performance is measured by determining the percentile rank of the total shareholder return of the Corporation's common stock in relation to the total shareholder return of the S&P Midcap 400 Index (for awards granted in 2020 through 2021) or compared to a self-constructed peer group (for awards granted in 2019). The non-vested shares are subject to forfeiture if established performance goals are not met or employment is terminated other than due to death, disability, or retirement. Share plans are denominated in share-based units based on the fair market value of the Corporation’s common stock on the date of grant. The performance share unit’s compensation cost is amortized to expense on a straight-line basis over the three-year requisite service period.
Restricted Share Units
Restricted share units cliff vest at the end of the awards’ vesting period. The restricted share units are service-based and thus compensation cost is amortized to expense on a straight-line basis over the requisite service period, which is typically three years . The non-vested restricted units are subject to forfeiture if employment is terminated other than due to death, disability, or retirement.
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A summary of the Corporation’s 2021 activity related to performance share units and restricted share units are as follows:
Performance Share Units (PSUs) Restricted Share Units (RSUs)
Shares/Units
(000’s) Weighted-
Average
Fair Value Shares/Units
(000’s) Weighted-
Average
Fair Value
Nonvested as of December 31, 2020 107 $ 138.37 227 $ 97.24
Granted 34 150.23 74 123.34
Vested ( 27 ) 197.19 ( 72 ) 95.13
Forfeited ( 1 ) 103.86 ( 6 ) 105.70
Nonvested as of December 31, 2021 113 $ 128.05 223 $ 106.34
Expected to vest as of December 31, 2021 113 $ 128.05 223 $ 106.34
Nonvested PSUs had an intrinsic value of $ 15.7 million and unrecognized compensation costs of $ 5.0 million as of December 31, 2021. Nonvested RSUs had an intrinsic value of $ 31.0 million and unrecognized compensation costs of $ 10.7 million as of December 31, 2021. Unrecognized compensation costs related to PSUs and RSUs are expected to be recognized over 1.7 years and 2.6 years, respectively.
Employee Stock Purchase Plan
The Corporation’s ESPP enables eligible employees to purchase the Corporation’s common stock at a price per share equal to 85 % of the fair market value at the end of each offering period. Each offering period of the ESPP lasts six months, commencing on January 1st and July 1st of each year. Compensation cost is recognized on a straight-line basis over the six-month vesting period during which employees perform related services.
17. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The Corporation maintains ten separate and distinct pension and other post-retirement defined benefit plans, consisting of three domestic plans and seven separate foreign pension plans. The domestic plans include a qualified pension plan, a non-qualified pension plan, and a postretirement health-benefits plan. The foreign plans consist of one defined benefit pension plan each in the United Kingdom, Canada, and Switzerland, two in Germany, and two in Mexico.
Domestic Plans
Qualified Pension Plan
The Corporation maintains a defined benefit pension plan (the “CW Pension Plan”) covering certain employee populations under six benefit formulas: a non-contributory non-union and union formula for certain Curtiss-Wright (CW) employees, a contributory union and non-union benefit formula for employees at the EMD business unit, and two benefit formulas providing annuity benefits for participants in the former Williams Controls salaried and union plans.
CW non-union employees hired prior to February 1, 2010 receive a “traditional” benefit based on years of credited service, using the five highest consecutive years’ compensation during the last ten years of service. These employees became participants under the CW Pension Plan after one year of service and were vested after three years of service. CW non-union employees hired on or after the effective date were eligible for a cash balance benefit through December 31, 2013, and were transitioned to the new defined contribution plan, further described below. CW union employees who have negotiated a benefit under the CW Pension Plan are entitled to a benefit based on years of service multiplied by a monthly pension rate.
The formula for EMD employees covers both union and non-union employees and is designed to satisfy the requirements of relevant collective bargaining agreements. Employee contributions are withheld each pay period and are equal to 1.5 % of salary. The benefits for the EMD employees are based on years of service and compensation. On December 31, 2012, the Corporation amended the CW Pension Plan to close the benefit to EMD employees hired after January 1, 2014.
Participants of the former Williams Controls Retirement Income Plan for salaried employees are either deferred vested participants or currently receiving benefits, as benefit accruals under the plan were frozen to future accruals effective January 1, 2003. Benefits in the salaried plan are based on average compensation and years of service.
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Participants of the former Williams Controls UAW Local 492 Plan for union employees are entitled to a benefit based on years of service multiplied by a monthly pension rate, and may be eligible for supplemental benefits based upon attainment of certain age and service requirements.
Effective January 1, 2014, all active non-union employees participating in the final and career average pay formulas in the defined benefit plan will cease accruals 15 years from the effective date of the amendment. In addition to the sunset provision, cash balance benefit accruals for non-union participants ceased as of January 1, 2014. Non-union employees who were not currently receiving final or career average pay benefits became eligible to participate in a new defined contribution plan which provides both employer match and non-elective contribution components. Subsequent to the original amendment, the Corporation successfully negotiated the sunset provision into the bargaining agreements for all represented employees that received benefits through this plan.
As of December 31, 2021, and 2020, the Corporation had a noncurrent pension asset of $ 233.8 million and $ 80.8 million, respectively. The change in balance was primarily due to a higher return on plan assets during 2021.
Nonqualified Pension Plan
The Corporation also maintains a non-qualified restoration plan (the “CW Restoration Plan”) covering those employees of CW and EMD whose compensation or benefits exceed the IRS limitation for pension benefits. Benefits under the CW Restoration Plan are not funded, and, as such, the Corporation had an accrued pension liability of $ 69.1 million and $ 71.8 million as of December 31, 2021 and 2020, respectively. The Corporation’s contributions to the CW Restoration Plan are expected to be $ 5.9 million in 2022.
Other Post-Employment Benefits (OPEB) Plan
The Corporation provides post-employment benefits consisting of retiree health and life insurance to three distinct groups of employees/retirees: the CW Grandfathered plan, and plans assumed in the acquisitions of EMD and Williams Controls.
The Corporation also provides retiree health and life insurance benefits for substantially all Curtiss-Wright EMD employees. The plan provides basic health and welfare coverage for pre-65 participants based on years of service and are subject to certain caps. Effective January 1, 2011, the Corporation modified the benefit design for post-65 retirees by introducing Retiree Reimbursement Accounts (RRAs) to participants in lieu of the traditional benefit delivery. Participant accounts are funded a set amount annually that can be used to purchase supplemental coverage on the open market, effectively capping the benefit.
The plan also provides retiree health and life insurance benefits for certain retirees of the Williams Controls salaried and union pension plans. Effective August 31, 2013, the Corporation modified the benefit design for post-65 retirees by introducing RRAs to align with the EMD delivery model.
The Corporation had an accrued postretirement benefit liability as of December 31, 2021 and 2020 of $ 25.2 million and $ 25.7 million, respectively. The Corporation expects to contribute $ 2.1 million to the plan during 2022.
Foreign Plans
As of December 31, 2021 and 2020, the total projected benefit obligation related to all foreign plans was $ 107.2 million and $ 115.5 million, respectively. As of December 31, 2021 the Corporation had a net pension asset of $ 12.9 million. As of December 31, 2020, the Corporation had a net pension liability of $ 2.6 million. The Corporation's contributions to the foreign plans are expected to be $ 2.4 million in 2022.
Components of net periodic benefit expense
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The net pension and net postretirement benefit costs consisted of the following:
Pension Benefits Postretirement Benefits
(In thousands) 2021 2020 2019 2021 2020 2019
Service cost $ 26,735 $ 26,013 $ 23,664 $ 472 $ 506 $ 432
Interest cost 17,419 23,847 29,019 426 609 796
Expected return on plan assets ( 60,286 ) ( 67,217 ) ( 59,153 ) — — —
Amortization of prior service cost ( 251 ) ( 269 ) ( 283 ) ( 304 ) ( 657 ) ( 656 )
Recognized net actuarial loss/(gain) 28,905 23,062 9,310 — ( 5 ) ( 198 )
Special termination benefits 52 — — 367 — —
Cost of settlements/curtailments 3,310 2,395 — — — —
Net periodic benefit cost $ 15,884 $ 7,831 $ 2,557 $ 961 $ 453 $ 374
The cost of settlements/curtailments indicated above represents events that are accounted for under guidance on employers’ accounting for settlements and curtailments of defined benefit pension plans. In 2021, special termination benefits were recognized as a result of early retirement benefits offered to employees in the US and Switzerland. In addition, the Company recognized settlement charges in 2021 related to the retirement of former executives. In 2020, settlement charges were incurred in Mexico and Switzerland. In addition, a curtailment was recognized in Mexico in 2020 as a result of the Corporation's restructuring initiatives.
The following table outlines the Corporation's consolidated disclosure of the pension benefits and postretirement benefits information described previously. The Corporation had no foreign postretirement plans. All plans were valued using a December 31, 2021 measurement date.
Pension Benefits Postretirement Benefits
(In thousands) 2021 2020 2021 2020
Change in benefit obligation:
Beginning of year $ 1,044,035 $ 945,187 $ 25,670 $ 23,566
Service cost 26,735 26,013 472 506
Interest cost 17,419 23,847 426 609
Plan participants’ contributions 1,304 1,366 294 331
Amendments ( 477 ) — 309 —
Actuarial (gain) loss ( 37,825 ) 92,596 ( 41 ) 3,048
Benefits paid ( 68,965 ) ( 46,607 ) ( 2,303 ) ( 2,390 )
Special Termination Benefits 52 — 367 —
Actual expenses ( 1,491 ) ( 1,526 ) — —
Curtailments — 1,636 — —
Settlements — ( 3,867 ) — —
Currency translation adjustments ( 1,717 ) 5,390 — —
End of year $ 979,070 $ 1,044,035 $ 25,194 $ 25,670
Change in plan assets:
Beginning of year $ 1,050,509 $ 835,139 $ — $ —
Actual return on plan assets 163,881 105,810 — —
Employer contribution 12,766 155,359 2,009 2,059
Plan participants’ contributions 1,304 1,366 294 331
Benefits paid ( 68,965 ) ( 46,607 ) ( 2,303 ) ( 2,390 )
Actual expenses ( 1,491 ) ( 1,526 ) — —
Settlements — ( 3,867 ) — —
Currency translation adjustments ( 1,388 ) 4,835 — —
End of year $ 1,156,616 $ 1,050,509 $ — $ —
Funded status $ 177,546 $ 6,474 $ ( 25,194 ) $ ( 25,670 )
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Pension Benefits Postretirement Benefits
(In thousands) 2021 2020 2021 2020
Amounts recognized on the balance sheet
Noncurrent assets $ 256,422 $ 92,554 $ — $ —
Current liabilities ( 6,257 ) ( 6,444 ) ( 2,076 ) ( 1,596 )
Noncurrent liabilities (1)
( 72,619 ) ( 79,636 ) ( 23,118 ) ( 24,074 )
Total $ 177,546 $ 6,474 $ ( 25,194 ) $ ( 25,670 )
Amounts recognized in accumulated other comprehensive income (AOCI)
Net actuarial loss (gain) $ 120,676 $ 294,545 $ 584 $ 624
Prior service cost ( 544 ) ( 321 ) ( 135 ) ( 747 )
Total $ 120,132 $ 294,224 $ 449 $ ( 123 )
Information for plans with an accumulated benefit obligation in excess of plan assets:
Projected benefit obligation $ 101,667 $ 114,297 $ 25,193 N/A
Accumulated benefit obligation 95,755 111,807 25,193 N/A
Fair value of plan assets 22,792 28,217 — N/A
(1) As of December 31, 2021 and 2020, this caption includes accrued pension and other postretirement benefit costs of $ 4.4 million and $ 5.4 million, respectively, reflected in the "Liabilities held for sale" caption within the Consolidated Balance Sheet.
Plan Assumptions
Pension Benefits Postretirement Benefits
2021 2020 2021 2020
Weighted-average assumptions in determination of benefit obligation:
Discount rate 2.72 % 2.36 % 2.79 % 2.43 %
Rate of compensation increase 3.40 % 3.41 % N/A N/A
Health care cost trends:
Rate assumed for subsequent year N/A N/A 7.00 % 7.25 %
Ultimate rate reached in 2032
N/A N/A 4.50 % 4.50 %
Weighted-average assumptions in determination of net periodic benefit cost:
Discount rate 2.36 % 3.05 % 2.43 % 3.15 %
Expected return on plan assets 6.18 % 7.11 % N/A N/A
Rate of compensation increase 3.41 % 3.46 % N/A N/A
Health care cost trends:
Rate assumed for subsequent year N/A N/A 7.25 % 7.50 %
Ultimate rate reached in 2032
N/A N/A 4.50 % 4.50 %
The Corporation applies the spot rate, or full yield curve, approach for developing discount rates. The discount rate for each plan's past service liabilities and service cost is determined by discounting the plan’s expected future benefit payments using a yield curve developed from high quality bonds that are rated Aa or better by Moody’s as of the measurement date. The yield curve calculation matches the notional cash inflows of the hypothetical bond portfolio with the expected benefit payments to arrive at one effective rate for these components. Interest cost is determined by applying the spot rate from the full yield curve to each anticipated benefit payment, based on the anticipated optional form elections.
The overall expected return on assets assumption is based on a combination of historical performance of the pension fund and expectations of future performance. Expected future performance is determined by weighting the expected returns for each asset class by the plan’s asset allocation. The expected returns are based on long-term capital market assumptions utilizing a ten-year time horizon through consultation with investment advisors. While consideration is given to recent performance and historical returns, the assumption represents a long-term prospective return.
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Pension Plan Assets
The overall objective for plan assets is to earn a rate of return over time to meet anticipated benefit payments in accordance with plan provisions. The long-term investment objective of the domestic retirement plans is to achieve a total rate of return, net of fees, which exceeds the actuarial overall expected return on asset assumptions used for funding purposes and which provides an appropriate premium over inflation. The intermediate-term objective of the domestic retirement plans, defined as three to five years, is to outperform each of the capital markets in which assets are invested, net of fees. During periods of extreme market volatility, preservation of capital takes a higher precedence than outperforming the capital markets.
The Finance Committee of the Corporation’s Board of Directors is responsible for formulating investment policies, developing investment manager guidelines and objectives, and approving and managing qualified advisors and investment managers. The guidelines established define permitted investments within each asset class and apply certain restrictions such as limits on concentrated holdings, and prohibits selling securities short, buying on margin, and the purchase of any securities issued by the Corporation.
The Corporation maintains the funds of the CW Pension Plan under a trust that is diversified across investment classes and among investment managers to achieve an optimal balance between risk and return. As a part of its diversification strategy, the Corporation has established target allocations for each of the following assets classes: domestic equity securities, international equity securities, and debt securities. Below are the Corporation’s actual and established target allocations for the CW Pension Plan, representing 90 % of consolidated assets:
As of December 31, Target Expected
2021 2020 Exposure Range
Asset class
Domestic equities 56 % 54 % 50 % 40 %- 60 %
International equities 15 % 15 % 15 % 10 %- 20 %
Total equity 71 % 69 % 65 % 55 %- 75 %
Fixed income 29 % 31 % 35 % 25 %- 45 %
As of December 31, 2021 and 2020, cash funds in the CW Pension Plan represented approximately 3 % and 2 % of portfolio assets, respectively.
Foreign plan assets represent 10 % of consolidated plan assets, with most of the assets supporting the U.K. plan. Generally, the foreign plans follow a similar asset allocation strategy and are more heavily weighted in fixed income resulting in a weighted expected return on assets assumption of 3 % for all foreign plans.
The Corporation may from time to time require the reallocation of assets in order to bring the retirement plans into conformity with these ranges. The Corporation may also authorize alterations or deviations from these ranges where appropriate for achieving the objectives of the retirement plans.
Fair Value Measurements
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The following table presents consolidated plan assets (in thousands) using the fair value hierarchy as of December 31, 2021.
Asset Category Total Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents $ 16,710 $ 1,376 $ 15,334 $ —
Equity securities- Mutual funds (1)
688,257 570,293 117,964 —
Bond funds (2)
341,140 242,627 98,513 —
Other (3)
4,402 — — 4,402
December 31, 2020 $ 1,050,509 $ 814,296 $ 231,811 $ 4,402
Cash and cash equivalents $ 36,788 $ 3,632 $ 33,156 $ —
Equity securities - Mutual funds (1)
771,655 655,995 115,660 —
Bond funds (2)
343,630 229,973 113,657 —
Other (3)
4,543 — — 4,543
December 31, 2021 $ 1,156,616 $ 889,600 $ 262,473 $ 4,543
(1) This category consists of domestic and international equity securities. It is comprised of U.S. securities benchmarked against the S&P 500 index and Russell 2000 index, international mutual funds benchmarked against the MSCI EAFE index, global equity index mutual funds associated with our U.K. based pension plans and balanced funds associated with the U.K. and Canadian based pension plans.
(2) This category consists of domestic and international bonds. The domestic fixed income securities are benchmarked against the Bloomberg Barclays Capital Aggregate Bond index, actively-managed bond mutual funds comprised of domestic investment grade debt, fixed income derivatives, and below investment-grade issues, U.S. mortgage backed securities, asset backed securities, municipal bonds, and convertible debt. International bonds consist of bond mutual funds for institutional investors associated with the CW Pension Plan, Switzerland, and U.K. based pension plans.
(3) This category consists primarily of real estate investment trusts in Switzerland.
Valuation
Equity securities and exchange-traded equity and bond mutual funds are valued using a market approach based on the quoted market prices of identical instruments. Pooled institutional funds are valued at their net asset values and are calculated by the sponsor of the fund.
Fixed income securities are primarily valued using a market approach utilizing various underlying pricing sources and methodologies. Real estate investment trusts are priced at net asset value based on valuations of the underlying real estate holdings using inputs such as discounted cash flows, independent appraisals, and market-based comparable data.
Cash balances in the United States are held in a pooled fund and classified as a Level 2 asset. Non-U.S. cash is valued using a market approach based on quoted market prices of identical instruments.
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The following table presents a reconciliation of Level 3 assets held during the years ended December 31, 2021 and 2020:
(In thousands) Insurance
Contracts Real
Estate Other Total
December 31, 2019 $ — $ 4,224 $ — $ 4,224
Actual return on plan assets:
Relating to assets still held at the reporting date 5 ( 20 ) — ( 15 )
Relating to assets sold during the period — ( 58 ) — ( 58 )
Purchases, sales, and settlements 523 ( 680 ) — ( 157 )
Foreign currency translation adjustment 49 359 — 408
December 31, 2020 577 3,825 — 4,402
Actual return on plan assets:
Relating to assets still held at the reporting date — 125 16 141
Relating to assets sold during the period 32 — — 32
Purchases, sales, and settlements ( 592 ) 226 464 98
Foreign currency translation adjustment ( 17 ) ( 102 ) ( 11 ) ( 130 )
December 31, 2021 — 4,074 469 4,543
Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid from the plans:
(In thousands) Pension
Plans Postretirement
Plans Total
2022 $ 55,062 $ 2,076 $ 57,138
2023 55,349 1,699 57,048
2024 60,035 1,645 61,680
2025 55,531 1,602 57,133
2026 56,269 1,532 57,801
2027 — 2031 285,666 7,065 292,731
Defined Contribution Retirement Plans
The Corporation offers all of its full-time domestic employees the opportunity to participate in a defined contribution plan. Effective January 1, 2014, all non-union employees who were not currently receiving final or career average pay benefits became eligible to receive employer contributions in the Corporation's sponsored 401(k) plan. The employer contributions include both employer match and non-elective contribution components, up to a maximum employer contribution of 7 % of eligible compensation. During the year ended December 31, 2021, the expense relating to the plan was $ 18.7 million, consisting of $ 10.0 million in matching contributions to the plan in 2021, and $ 8.7 million in non-elective contributions, primarily paid in January 2022. Cumulative contributions of approximately $ 100 million are expected to be made from 2022 through 2026.
In addition, the Corporation had foreign pension costs under various defined contribution plans of $ 5.4 million in 2021, and $ 5.3 million in both 2020 and 2019.
18. SEGMENT INFORMATION
Prior to the first quarter of 2021, the Corporation reported its results of operations through three reportable segments: Commercial/Industrial, Defense, and Power. On January 1, 2021, the Corporation implemented an organizational change to simplify its reportable segments and align its product sales with its end market structure. As a result, the Corporation now reports its results of operations through the following reportable segments: Aerospace & Industrial, Defense Electronics, and Naval & Power. While this organizational change resulted in the recasting of previously reported amounts across all reportable segments, it did not impact the Corporation’s previously reported consolidated financial statements.
The Aerospace & Industrial reportable segment is comprised of businesses that provide a diversified offering of highly engineered products and services supporting critical applications primarily across the commercial aerospace and general industrial markets. The products offered include electronic throttle control devices and transmission shifters, electro-mechanical actuation control components, and surface technology services such as shot peening, laser peening and engineered coatings.
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The Defense Electronics reportable segment is comprised of businesses that primarily provide products to the defense markets and to a lesser extent the commercial aerospace market. The products offered include commercial off-the-shelf (COTS) embedded computing board level modules, integrated subsystems, turret aiming and stabilization products, weapons handling systems, avionics and electronics, flight test equipment, and aircraft data management solutions.
The Naval & Power reportable segment is comprised of businesses that provide products to the naval defense market and to a lesser extent the power & process markets. The products offered include main coolant pumps, power-dense compact motors, generators, secondary propulsion systems, pumps, pump seals, valves, control rod drive mechanisms, fastening systems, specialized containment doors, airlock hatches, spent fuel management products, and fluid sealing products.
The Corporation’s measure of segment profit or loss is operating income. Interest expense and income taxes are not reported on an operating segment basis as they are not considered in the segments’ performance evaluation by the Corporation’s chief operating decision-maker, its Chief Executive Officer.
Operating results by reportable segment are as follows:
Year Ended December 31,
(In thousands) 2021 2020 2019
Net sales
Aerospace & Industrial $ 789,054 $ 807,144 $ 963,649
Defense Electronics 727,828 610,413 525,393
Naval & Power 995,509 977,109 1,001,662
Less: Intersegment Revenues ( 6,460 ) ( 3,330 ) ( 2,743 )
Total Consolidated $ 2,505,931 $ 2,391,336 $ 2,487,961
(In thousands) 2021 2020 2019
Operating income (expense)
Aerospace & Industrial $ 121,817 $ 99,714 $ 149,135
Defense Electronics 159,089 118,748 119,044
Naval & Power 141,660 108,151 170,883
Corporate and Eliminations (1)
( 39,883 ) ( 37,765 ) ( 35,109 )
Total Consolidated $ 382,683 $ 288,848 $ 403,953
Depreciation and amortization expense
Aerospace & Industrial $ 36,999 $ 37,690 $ 39,526
Defense Electronics 38,136 36,188 19,872
Naval & Power 35,937 37,894 38,914
Corporate 3,312 4,131 4,100
Total Consolidated $ 114,384 $ 115,903 $ 102,412
Segment assets
Aerospace & Industrial $ 991,508 $ 1,019,203 $ 1,078,324
Defense Electronics 1,536,369 1,542,686 1,102,821
Naval & Power 1,270,099 1,256,416 1,277,880
Corporate 294,581 175,445 305,236
Assets held for sale 10,988 27,584 —
Total Consolidated $ 4,103,545 $ 4,021,334 $ 3,764,261
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Capital expenditures
Aerospace & Industrial $ 16,799 $ 20,025 $ 26,679
Defense Electronics 3,922 3,317 3,385
Naval & Power 18,106 21,283 36,098
Corporate 2,281 2,874 3,590
Total Consolidated $ 41,108 $ 47,499 $ 69,752
(1) Corporate and Eliminations includes pension expense, environmental remediation and administrative expenses, legal, foreign currency transactional gains and losses, and other expenses.
Reconciliations
Year Ended December 31,
(In thousands) 2021 2020 2019
Earnings before taxes:
Total reportable segment operating income $ 422,566 $ 326,613 $ 439,062
Corporate and Eliminations ( 39,883 ) ( 37,765 ) ( 35,109 )
Interest expense 40,240 35,545 31,347
Other income, net 12,067 9,748 23,856
Total consolidated earnings before tax $ 354,510 $ 263,051 $ 396,462
As of December 31,
(In thousands) 2021 2020 2019
Assets:
Total assets for reportable segments $ 3,797,976 $ 3,818,305 $ 3,459,025
Assets held for sale 10,988 27,584 —
Non-segment cash 7,537 49,157 235,260
Other assets 287,044 126,288 69,976
Total consolidated assets $ 4,103,545 $ 4,021,334 $ 3,764,261
Geographic Information
Year Ended December 31,
(In thousands) 2021 2020 2019
Revenues
United States of America $ 1,856,997 $ 1,758,424 $ 1,710,371
United Kingdom 93,154 90,628 120,297
Other foreign countries 555,780 542,284 657,293
Consolidated total $ 2,505,931 $ 2,391,336 $ 2,487,961
As of December 31,
(In thousands) 2021 2020 2019
Long-Lived Assets - Property, plant, and equipment, net
United States of America $ 261,658 $ 271,299 $ 271,609
United Kingdom 31,594 34,221 34,228
Other foreign countries 66,779 72,680 79,756
Consolidated total $ 360,031 $ 378,200 $ 385,593
19. CONTINGENCIES AND COMMITMENTS
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From time to time, the Corporation and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business. Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures. The Corporation continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on its consolidated financial condition, results of operations, and cash flows.
Legal Proceedings
The Corporation has been named in a number of lawsuits that allege injury from exposure to asbestos. To date, the Corporation has not been found liable for or paid any material sum of money in settlement in any asbestos-related case. The Corporation believes its minimal use of asbestos in its past operations and the relatively non-friable condition of asbestos in its products make it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate. The Corporation maintains insurance coverage for these potential liabilities and believes adequate coverage exists to cover any unanticipated asbestos liability. The Corporation is party to a number of other legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material effect on the Corporation’s results of operations or financial position.
Letters of Credit and Other Arrangements
The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers. There were $ 21.1 million of stand-by letters of credit outstanding for both December 31, 2021 and 2020. As of December 31, 2021 and 2020 there were $ 4.5 million and $ 5.6 million of bank guarantees outstanding, respectively.
The Corporation, through its Electro-Mechanical Division (EMD) business unit, has three Pennsylvania Department of Environmental Protection (PADEP) radioactive materials licenses that are utilized in the continued operation of the EMD business. In connection with these licenses, the Corporation has known conditional asset retirement obligations related to asset decommissioning activities to be performed in the future, when the Corporation terminates these licenses. For two of the three licenses, the Corporation has recorded an asset retirement obligation of approximately $ 7.7 million. For its third license, the Corporation has not recorded an asset retirement obligation as it is not reasonably estimable due to insufficient information about the timing and method of settlement of the obligation. Accordingly, this obligation has not been recorded in the Consolidated Financial Statements. A liability for this obligation will be recorded in the period when sufficient information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability’s fair value. The Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility. The Corporation has provided this financial assurance in the form of a $ 45.6 million surety bond.
AP1000 Program
Within the Corporation’s Naval & Power segment, Electro-Mechanical Division (EMD) is the reactor coolant pump (RCP) supplier for the Westinghouse Electric Company (WEC) AP1000 nuclear power plants in China and the United States. The terms of the AP1000 U.S. and China contracts include liquidated damage provisions for failure to meet contractual delivery dates if the Corporation caused the delay and the delay was not excusable. While the Corporation did not meet certain contractual delivery dates under its AP1000 U.S. and China contracts, there are significant counterclaims and uncertainties as to which parties are responsible for the delay.
In February 2022, the Corporation and WEC reached an agreement to settle all open claims and counterclaims under the AP1000 U.S. and China contracts. The settlement agreement requires the Corporation to pay WEC $ 15 million during the first quarter of 2022 and $ 10 million during the first quarter of 2023 in exchange for the Corporation's full release from all open claims under such contracts, whether known or unknown, as well as negotiating and executing a right of first refusal for all future AP1000 projects. As a result of the settlement, the Corporation recorded charges of $ 13 million related to this matter for the year ended December 31, 2021.
20. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
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The total cumulative balance of each component of accumulated other comprehensive income (loss), net of tax, is as follows:
(In thousands) Foreign currency translation adjustments, net Total pension and postretirement adjustments, net Accumulated other comprehensive income (loss)
December 31, 2019 $ ( 130,019 ) $ ( 195,255 ) $ ( 325,274 )
Other comprehensive loss before reclassifications (1)
41,282 ( 44,513 ) ( 3,231 )
Amounts reclassified from accumulated other comprehensive income (1)
— 17,649 17,649
Net current period other comprehensive income (loss) 41,282 ( 26,864 ) 14,418
December 31, 2020 $ ( 88,737 ) $ ( 222,119 ) $ ( 310,856 )
Other comprehensive loss before reclassifications (1)
( 10,829 ) 107,211 96,382
Amounts reclassified from accumulated other comprehensive income (1)
— 24,009 24,009
Net current period other comprehensive income (loss) ( 10,829 ) 131,220 120,391
December 31, 2021 $ ( 99,566 ) $ ( 90,899 ) $ ( 190,465 )
(1) All amounts are after tax.
Details of amounts reclassified from accumulated other comprehensive income (loss) are below:
Amount reclassified from Accumulated other comprehensive income (loss) Affected line item in the Consolidated Statement of Earnings
(In thousands) 2021 2020
Defined benefit pension and postretirement plans
Amortization of prior service costs $ 555 $ 926 Other income, net
Recognized net actuarial losses ( 28,905 ) ( 23,057 ) Other income, net
Settlements ( 3,310 ) ( 1,086 ) Other income, net
( 31,660 ) ( 23,217 ) Earnings before income taxes
7,651 5,568 Provision for income taxes
Total reclassifications $ ( 24,009 ) $ ( 17,649 ) Net earnings
21. RESTRUCTURING COSTS
During the year ended December 31, 2020, the Corporation executed restructuring activities across all of its segments to support its ongoing effort of improving capacity utilization and operating efficiency. These restructuring activities, which included workforce reductions and consolidation of facilities, were substantially completed as of December 31, 2021. As of December 31, 2021 and 2020, the restructuring liability associated with these restructuring activities was $ 0.3 million and $ 6.9 million, respectively. This balance is reported within Other Current Liabilities on the Consolidated Balance Sheet.
22. SUBSEQUENT EVENTS
On January 21, 2022, the Corporation announced that it has entered into an agreement to acquire the assets that comprise the Safran Aerosystems Arresting Company ("SAA") for $ 240 million in cash. SAA is a designer and manufacturer of aircraft emergency arresting systems with more than 5,000 systems worldwide. For the year ended December 31, 2021, SAA generated sales of approximately $ 70 million. The acquisition is expected to close in the third quarter of 2022, subject to regulatory approval and other closing conditions. Upon close, the acquired business will operate within the Corporation's Naval & Power segment.
On January 28, 2022, the Corporation completed the sale of its industrial valve business in Germany, which was classified as held for sale as of December 31, 2021, for approximately $ 3 million of gross cash proceeds.
* * * * * *
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Report of the Corporation
The Consolidated Financial Statements appearing in Item 8 of this Annual Report on Form 10-K have been prepared by the Corporation in conformity with accounting principles generally accepted in the United States of America. The financial statements necessarily include some amounts that are based on the best estimates and judgments of the Corporation. Other financial information in this Annual Report on Form 10-K is consistent with that in the Consolidated 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. Management of the Corporation has completed an assessment of the Corporation’s internal controls over financial reporting and has included “Management’s Annual Report on Internal Control Over Financial Reporting” in Item 9A of this Annual Report on Form 10-K.
Deloitte & Touche LLP, our independent registered public accounting firm, performed an integrated audit of the Corporation’s Consolidated Financial Statements that also included forming an opinion on the internal controls over financial reporting of the Corporation for the year ended December 31, 2021. An audit includes examining, on a test basis, evidence regarding 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. The objective of their audit is the expression of an opinion on the Corporation’s Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America, in all material respects, and on the internal controls over financial reporting as of December 31, 2021.
The Audit Committee of the Board of Directors, composed entirely of directors who are independent of the Corporation, appoints the independent registered public accounting firm for ratification by stockholders and, among other things, considers the scope of the independent registered public accounting firm’s examination, the audit results, and the adequacy of internal accounting controls of the Corporation. The independent registered public accounting firm and the internal auditor 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, non-audit consulting services, internal control, and financial reporting matters.
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Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Curtiss-Wright Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Curtiss-Wright Corporation and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, cash flows and shareholders' equity, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue – Over-Time Basis – Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company recognizes revenue when control of a promised good and/or service is transferred to a customer. The Company identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. Contracts that qualify for over-time revenue recognition are generally associated with the design, development, and manufacture of highly engineered industrial products used in commercial and defense applications and generally span between 2-5 years in duration. The Company uses over-time revenue recognition based on the utilization of an input measure used to measure progress of performance obligations, such as costs incurred to date relative to total estimated costs.
Application of an over-time revenue recognition method requires the use of reasonable and dependable estimates of costs that will be incurred to complete production of goods or provision of services. As of December 31, 2021, revenue was $2.506 billion, of which 50% relates to over-time revenue.
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Certain of the Company’s contracts have limited amount of historical data available requiring the Company to make judgments to estimate future costs that will be incurred for these contracts. Related to these contracts, auditing these estimates required both extensive audit effort due to a high degree of auditor judgment, especially given the limited historical data for certain contracts, when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of total costs that will be incurred for certain of the contracts (as discussed above) included the following:
• We tested the effectiveness of controls over the long-term contract revenue, including those over the estimates of total costs for the performance obligation.
• We performed the following:
◦ Evaluated the appropriateness and consistency of the methods and assumptions used by management to develop the estimates of future costs that will be incurred for contracts with limited historical experience.
◦ Evaluated management’s ability to achieve the estimates of costs that will be incurred by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts.
◦ Tested the accuracy and completeness of the costs incurred to date.
◦ Compared the actual costs incurred to date to management’s estimated costs to be incurred to date.
◦ Due to the limited historical data available for certain contracts, we tested changes in management’s total cost estimates.
◦ Tested the mathematical accuracy of management’s estimates of future costs to be incurred.
◦ Tested the mathematical accuracy of management’s calculation of revenue for the contract.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
February 24, 2022
We have served as the Company's auditor since 2003.
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Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Curtiss-Wright Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Curtiss-Wright Corporation and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
February 24, 2022
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.