Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
As of December 31, 2024, the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Corporation’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective as of December 31, 2024 insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and they include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report On Internal Control Over Financial Reporting
The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of the future effectiveness of controls currently deemed effective are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures.
The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2024. In making this assessment, the Corporation’s management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. However, under guidelines established by the SEC, companies are allowed to exclude acquired businesses from management's report on internal control over financial reporting for the first year subsequent to acquisition. Accordingly, in making its assessment of internal control over financial reporting as of December 31, 2024, management excluded the internal control activities of the Corporation's current period acquisitions: WSC and Ultra Energy. The aforementioned acquisitions constituted less than 1% of total net sales and approximately 1% of total assets (excluding acquired intangible assets and goodwill) as of and for the year ended December 31, 2024. Based on management’s assessment, management believes that as of December 31, 2024, the Corporation’s internal control over financial reporting is effective based on the established criteria.
The Corporation’s internal controls over financial reporting as of December 31, 2024 have been audited by Deloitte & Touche LLP (PCAOB ID No. 34 ), an independent registered public accounting firm, and their report thereon is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
(a) None.
(b) Insider Adoption or Termination of Trading Arrangements
During the three-months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:
79
Name Title Action Character of Trading Arrangement (1)
Adoption Date Earliest Sale Date Expiration Date (2)
Aggregate # of securities to be purchased or sold (3)
K. Christopher Farkas Vice President and Chief Financial Officer Adoption Rule 10b5-1 Trading Arrangement November 5, 2024 (4) May 5, 2025 (5)
Gary A. Ogilby Vice President and Corporate Controller Adoption Rule 10b5-1 Trading Arrangement November 7, 2024 (4) May 7, 2025 Up to 290 shares to be sold
1. Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.
2. The Rule 10b5-1 trading arrangements permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales, (b) the date listed in the table, or (c) such date the trading arrangement is otherwise terminated according to its terms. The trading arrangements also provide for automatic expiration in the event of death, dissolution, bankruptcy, or insolvency of the adopting person.
3. The volume of sales is based on pricing triggers outlined in the Rule 10b5-1 Trading Arrangement.
4. Transactions under each Rule 10b5-1 Trading Arrangement commence no earlier after the later of (a) 91 days after adoption of the Rule 10b5-1 Trading Arrangement, and (2) the third business day following the public disclosure of the Company’s financial results on Form 10-K for the year ended December 31, 2024.
5. The aggregate number of shares of common stock to be sold pursuant to Mr. Farkas's Rule 10b5-1 Trading Arrangement include: (a) 100% of the net after-tax shares received upon the vesting of 2,243 time-based restricted stock units on March 17, 2025; and (b) up to 100% of the net after-tax shares of common stock received upon the vesting of 2,956 performance-based restricted stock units (PSUs), which were granted March 17, 2022. The number of shares granted is at target and the number of shares that will be earned will depend on Company total shareholder return relative to its peer group for the 2022 – 2024 performance period. PSUs may be earned up to 200% of grant. PSUs will be earned as common stock in early 2025. For more information, see the “Compensation Discussion and Analysis” section in our most recent proxy statement, which was filed with the SEC on March 22, 2024. In addition, the actual number of shares that will be released to Mr. Farkas in connection with the PSUs and sold under the Rule 10b5-1 Trading Arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.
Each of the 10b5-1 Trading Arrangements in the above table included a representation from the officer to the broker administering the plan that such individual (i) was not in possession of any material nonpublic information regarding the Company or the securities subject to the plan and (ii) the plan was entered into good faith and not as part of a plan or scheme to evade securities law. A similar representation was made to the Company in connection with the adoption of the plan. Those representations were made as of the date of adoption of the 10b5-1 plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or the Company after the date of the representation. Actual sale transactions will be disclosed publicly through Form 144 and Form 4 filings with the SEC, as required.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
The information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held on May 8, 2025 which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Information required by Item 401(b) of Regulation S-K is included in Part I of this report under the caption "Executive Officers" and information required by Item 201(d) of Regulation S-K is included in Part II of this report under the caption "Securities Authorized For Issuance Under Equity Compensation Plans."
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PART IV
Item 15. Exhibits, Financial Statement Schedule.
(a) Financial Statements and Footnotes Page
1. The following are documents filed as part of this report in Part II, Item 8:
Consolidated Statements of Earnings 43
Consolidated Statements of Comprehensive Income 44
Consolidated Balance Sheets 45
Consolidated Statements of Cash Flows 46
Consolidated Statements of Stockholders' Equity 47
Notes to Consolidated Financial Statements 48
2. Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts 86
All other financial statement schedules have been omitted because they are either not required, not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(b) Exhibits
Incorporated by Reference Filed
Exhibit No. Exhibit Description Form Filing Date Herewith
2.1 Agreement and Plan of Merger and Recapitalization, dated as of February 1, 2005, by and between the Registrant and CW Merger Sub, Inc.
8-K February 3, 2005
3.1 Amended and Restated Certificate of Incorporation
8-A12B/A May 24, 2005
3.2 Amended and Restated By-Laws
8-K May 18, 2015
4.1 Form of stock certificate for Common Stock
8-A12B/A May 24, 2005
4.2 Description of Registrant’s Securities
DEF 14A April 5, 2005
10.1 Form of Restricted Stock Unit Grant Agreement*
X
10.2 Form of Performance Share Plan Grant Agreement*
X
10.3 Form of Cash-Based Performance Unit Grant Agreement*
X
10.4 Revised Standard Employment Severance Agreement with Senior Management of the Registrant*
10-K February 25, 2021
10.5 Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
10-K February 25, 2011
10.6 Instrument of Amendment No. 1 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 24, 2012
81
10.7 Instrument of Amendment No. 2 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 19, 2015
10.8 Instrument of Amendment No. 3 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 19, 2015
10.9 Instrument of Amendment No. 4 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
10-K February 25, 2016
10.10 Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
10-K February 24, 2022
10.11 Instrument of Amendment No. 1 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
10-K February 24, 2022
10.12 Instrument of Amendment No. 2 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
10-Q August 3, 2023
10.13 Instrument of Amendment No. 3 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
X
10.14 Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015*
10-K February 25, 2016
10.15 Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 25, 2016
10.16 Instrument of Amendment No. 2 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 21, 2017
10.17 Instrument of Amendment No. 3 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 21, 2017
10.18 Instrument of Amendment No. 4 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 21, 2017
10.19 Instrument of Amendment No. 5 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 22, 2018
10.20 Instrument of Amendment No. 6 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 22, 2018
10.21 Instrument of Amendment No. 7 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2019
10.22 Instrument of Amendment No. 8 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2019
10.23 Instrument of Amendment No. 9 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2019
10.24 Instrument of Amendment No. 10 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-Q August 1, 2019
10.25 Instrument of Amendment No. 11 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-Q August 1, 2019
10.26 Instrument of Amendment No. 12 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 27, 2020
82
10.27 Instrument of Amendment No. 13 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 25, 2021
10.28 Instrument of Amendment No. 14 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 24, 2022
10.29 Instrument of Amendment No. 15 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 24, 2022
10.30 Instrument of Amendment No. 16 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-K February 22, 2023
10.31 Instrument of Amendment No. 17 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10-Q August 3, 2023
10.32 Curtiss-Wright Corporation 20 2 4 Omnibus Incentive Plan*
14A March 22, 2024
10.33 Curtiss-Wright Corporation Retirement Savings Restoration Plan*
10-K February 19, 2015
10.34 Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Retirement Savings Restoration Plan*
10-K February 25, 2016
10.35 Form of indemnification Agreement entered into by the Registrant with each of its directors
10-Q May 7, 2012
10.36 Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 25, 2011
10.37 Instrument of Amendment No.1 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 24, 2012
10.38 Instrument of Amendment No. 2 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 21, 2013
10.39 Instrument of Amendment No.3 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 21, 2013
10.40 Instrument of Amendment No.4 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
10-K February 21, 2014
10.41 Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended November 2006*
10-K February 27, 2007
10.42 Instrument of Amendment No. 1 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
10-K February 24, 2012
10.43 Instrument of Amendment No. 2 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
10-K February 19, 2015
10.44 Instrument of Amendment No. 3 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
10-K February 25, 2016
10.45 Standard Change In Control Severance Protection Agreement, dated February 16, 2021, between the Registrant and Key Executives of the Registrant*
10-K February 25, 2021
10.46 Curtiss-Wright Corporation Employee Stock Purchase Plan, as amended May 10, 2018*
14A March 23, 2018
83
10.47 Curtiss-Wright Corporation Incentive Compensation Plan, as amended February 14, 2023 *
14A March 24, 2023
10.48 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and K. Christopher Farkas*
10-K February 24, 2022
10.49 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Gary A. Ogilby*
10-K February 24, 2022
10.50 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Robert F. Freda*
10-K February 24, 2022
10.51 Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association
10-Q May 13, 1998
10.52 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011
8-K December 13, 2011
10.53 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011
8-K December 13, 2011
10.54 First Amendment and Waiver to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
8-K December 21, 2022
10.55 Second Amendment to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 16, 2022
8-K December 21, 2022
10.56 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013
8-K February 27, 2013
10.57 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013
8-K February 27, 2013
10.58 First Amendment and Waiver to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
8-K December 21, 2022
10.59 Second Amendment to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 16, 2022
8-K December 21, 2022
10.60 Credit Agreement dated as of October May 17, 2022 among the Company and Certain Subsidiaries of the Company as Borrowers; the Lenders party thereto; J.P. Morgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer; J.P. Morgan Chase Bank, N.A., BOFA Securities, Inc., and Wells Fargo Securities, LLC, as Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners; Bank of America , N.A. and Wells Fargo, National Association, as Syndication Agents; and JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents; and Citizens Bank, N.A., as Documentation Agents
8-K May 18, 2022
10.61 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated August 13, 2020
8-K August 19, 2020
10.62 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated August 13, 2020
8-K August 19, 2020
84
10.63 First Amendment to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 16, 2022
8-K December 21, 2022
10.64 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
10-K February 22, 2023
10.65 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
10-K February 22, 2023
19.10 Insider Trading Policy
10-K February 20, 2024
21.00 Subsidiaries of the Registrant
X
23.00 Consent of Independent Registered Public Accounting Firm
X
31.10 Certification of Lynn M. Bamford, Chair and CEO, Pursuant to Rule 13a - 14(a)
X
31.20 Certification of K. Christopher Farkas, Chief Financial Officer, Pursuant to Rule 13a - 14(a)
X
32.00 Certification of Lynn M. Bamford, Chair and CEO, and K. Christopher Farkas, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350
X
97.10 Curtiss-Wright Corporation Dodd-Frank Clawback Policy
10-K February 20, 2024
* Indicates contract or compensatory plan or arrangement
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
Item 16. Form 10-K Summary
None.
85
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II – VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 2024, 2023, and 2022
(In thousands)
Additions
Description Balance at
Beginning of
Period Charged to
Costs and
Expenses Charged to Other
Accounts Deductions Balance at
End of Period
Deducted from assets to which they apply:
December 31, 2024
Tax valuation allowance 4,892 1,009 ( 27 ) (1)
886 4,988
Total $ 4,892 $ 1,009 $ ( 27 ) $ 886 $ 4,988
December 31, 2023
Tax valuation allowance 5,664 1,471 63 (1)
2,306 4,892
Total $ 5,664 $ 1,471 $ 63 $ 2,306 $ 4,892
December 31, 2022
Tax valuation allowance 2,625 3,920 1 (1)
882 5,664
Total $ 2,625 $ 3,920 $ 1 $ 882 $ 5,664
(1) Primarily foreign currency translation adjustments.
86
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CURTISS-WRIGHT CORPORATION
(Registrant)
Date: February 13, 2025 By: /s/ Lynn M. Bamford
Lynn M. Bamford
Chair and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: February 13, 2025 By: /s/ K. Christopher Farkas
K. Christopher Farkas
Vice President and Chief Financial Officer
Date: February 13, 2025 By: /s/ Gary A. Ogilby
Gary A. Ogilby
Vice President and Corporate Controller
Date: February 13, 2025 By: /s/ Dean M. Flatt
Dean M. Flatt
Director
Date: February 13, 2025 By: /s/ Bruce D. Hoechner
Bruce D. Hoechner
Director
Date: February 13, 2025 By: /s/ Glenda J. Minor
Glenda J. Minor
Director
Date: February 13, 2025 By: /s/ Anthony J. Moraco
Anthony J. Moraco
Director
Date: February 13, 2025 By: /s/ William F. Moran
William F. Moran
Director
Date: February 13, 2025 By: /s/ Robert J. Rivet
Robert J. Rivet
Director
Date: February 13, 2025 By: /s/ Peter C. Wallace
Peter C. Wallace
Director
Date: February 13, 2025 By: /s/ Larry D. Wyche
Larry D. Wyche
Director
87