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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-6179
CORDANT TECHNOLOGIES INC.
Incorporated in the State of Delaware IRS Employer Identification
No. 36-2678716
Principal Executive Offices
15 W. South Temple, Suite 1600, Salt Lake City, UT 84101
Telephone Number: (801) 933-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
- ------------------------------------------- On Which Registered
Common Stock, par value -----------------------
$1.00 per share New York Stock Exchange
Common Stock Purchase Rights Chicago Stock Exchange
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period than the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Aggregate market value of Registrant's voting stock held by non-affiliates,
based upon the closing price of said stock on the New York Stock Exchange-
Composite Transaction Listing on February 26, 1999, ($38.6875 per share):
$1,412,154,412
Number of shares of Common Stock outstanding as of February 26,1999:
36,578,820
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Proxy Statement, Financial Information for the fiscal year ended
December 31, 1998: Parts I, II, and IV.
1. Portions of definitive Proxy Statement dated March 26, 1999: Parts III and
IV.
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PART I
ITEM 1. BUSINESS
Cordant Technologies Inc., a Delaware corporation, (the "Company") operates
in three business segments. Thiokol Propulsion is a leading producer of high
technology solid rocket motors for space, defense and commercial launch
applications. Huck International, Inc. ("Huck"), a wholly owned subsidiary of
the Company, is a major supplier of precision fastening systems for aerospace
and industrial markets worldwide and custom injection molded plastic products.
The Company's 84.65 percent/1/ owned subsidiary, Howmet International Inc.
("Howmet"), is a leading manufacturer of investment cast turbine engine
components for jet aircraft and industrial gas turbine power generation markets,
as well as a leading producer of aluminum investment castings for commercial
aerospace and defense electronics industries.
Originally formed in 1930, the Company has operated in various forms
including a division of Morton Thiokol, Inc. In 1989, the specialty chemicals,
salt and automotive restraint business was spun off to form Morton
International, Inc. In May 1998, the Company's name was changed from Thiokol
Corporation to Cordant Technologies Inc. The Company's solid rocket propulsion
and defense business now operates as a division, Thiokol Propulsion.
Through a series of acquisitions beginning in 1991, the fastening systems
segment was developed and is operated by Huck. In June 1998, the Company
completed the acquisition of Jacobson Manufacturing ("Jacobson"), a manufacturer
of custom designed metal parts and fasteners and custom injection molded plastic
products used in automotive, construction, consumer products and heavy equipment
applications. Jacobson's operations were combined with Huck.
In December 1995, the Company and the Carlyle Group, a private merchant
investment firm ("Carlyle"), formed a jointly owned company in which the Company
owned 49 percent and Carlyle 51 percent, to acquire Howmet International Inc.
In December 1997, the Company purchased an additional 13 percent of Howmet from
Carlyle for approximately $184 million, increasing the Company's ownership from
49 percent to 62 percent. The Company began consolidating Howmet's operating
results as of December 2, 1997. In connection with the sale to the Company,
Carlyle also sold 15.35 percent of Howmet to the public through an initial
public offering, resulting in a reduction of Carlyle's ownership from 51 percent
to 22.65 percent. On February 8, 1999, the Company acquired for $385 million:
(i) the remaining 22.65 million shares of Howmet International Inc. common stock
owned by Carlyle; (ii) a new standstill agreement with Carlyle; and (iii)
extension of Carlyle's existing covenant not to compete. With this purchase of
the Carlyle shares, the Company's ownership of Howmet
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/1/ The Company increased its ownership in Howmet from 62 percent to 84.65
percent February 8, 1999.
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International Inc. common stock increases to 84.65 million shares representing
84.65 percent of Howmet's outstanding common stock. The Company has agreed not
to acquire shares of Howmet common stock from the public if the result would be
that less than 14 percent of the Howmet common stock would be held by the public
following such acquisition unless: (i) such acquisition was made in connection
with a tender offer for all the shares; or (ii) all the publicly held shares
were treated equally.
The Company has changed its fiscal year-end from June 30 to December 31.
Business Segments
The Company operates in three business segments: (i) Propulsion Systems;
(ii) Fastening Systems; and (iii) Investment Castings. Segment Financial
Information is set forth in Note 20, Operations by Industry Segment, and Note
21, Geographical Information, on page F-25 and F-27 of the Company's
Consolidated Financial Statements contained in the Company's 1999 Notice of
Annual Meeting and Proxy Statement.
Propulsion Systems. The propulsion systems segment, a division of the
Company operating as Thiokol Propulsion, consists of solid rocket propulsion
systems and related products, research and development and launch support
services for the National Aeronautics and Space Administration ("NASA"),
Department of Defense and commercial space applications. Such systems include
the Reusable Solid Rocket Motor ("RSRM") used for NASA's Space Shuttle.
Deliveries under the current Buy 3 Space Shuttle contract awarded to the Company
in 1991 are expected to be completed in 1999. Remaining contract activities are
expected to be completed during 2001. The Company has negotiated the follow-on
Buy 4 contract for production of thirty-five flight sets through 2004. The
Company expects to sign the Buy 4 contract during the first half of 1999. The
Buy 3 and Buy 4 contracts are "cost plus award fee" contracts with an award fee
based on the degree of the Company's success, as rated by NASA, at meeting
contract standards relating to program safety, management, reliability, quality
assurance, delivery, and hardware flight performance on the contract. The
Company also receives a cost-incentive fee for meeting certain predetermined
cost-reduction targets. The delivery rate and the Company's contract accrual
rate for financial statement purposes are subject to continuing NASA funding,
NASA's shuttle flight scheduling (currently averaging seven flights per year),
and program performance. The NASA contracts are subject to termination for
convenience by the federal government with the Company retaining such rights of
recovery for costs and expenses provided by the government procurement laws and
regulations, and contract terms and conditions. NASA is continuing to
reorganize the shuttle program under one prime contractor, United Space
Alliance, to manage many of the program functions now managed by NASA. Such
restructuring will occur over a transition
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period of several years. The Company's position as a contractor to NASA is
expected over time to shift to the role of a subcontractor to United Space
Alliance, although the Company cannot assure that such shift will occur.
Currently, Thiokol Propulsion is the only qualified manufacturer of the RSRM.
The Company believes the time and cost to qualify a second source of supply
would be prohibitive in light of the shuttle flight schedule and current levels
of government expenditures for the Space Shuttle Program. Absent termination of
the Space Shuttle Program or material reductions in future launch rates, the
Company expects to retain its sole source position as the RSRM supplier. The
Company retains certain Shuttle RSRM solid rocket motor launch oversight
activities at the Kennedy Space Center.
For defense and commercial space applications, Thiokol Propulsion's family of
CASTOR solid rocket motors is used in the first and second stages of a number of
expendable launch vehicles and as strap-on-boosters. Thiokol Propulsion also
supplies motors for systems and satellite positioning for commercial space and
defense applications and for a variety of international launch programs.
Thiokol Propulsion participates as a subcontractor in various defense programs
providing propulsion systems and related technology for the Theater Missile
Defense Program and propulsion and ordnance for the Trident Submarine Missile
Program through a joint venture with Alliant Techsystems Inc.
As the lead propulsion contractor on the Air Force Intercontinental
Ballistic Missile ("ICBM") Prime Integration Contract with TRW, Thiokol
Propulsion, in a joint venture with the Chemical Systems Division of United
Technologies, will provide the propulsion refurbishment for the Minuteman solid
rocket motors. The program's estimated value is $1 billion over a 15-year life
beginning in the year 2001. The level of program activity is dependent on the
level of government funding and is subject to cancellation or modification at
any time. The outcome if any, of international treaties such as the START treaty
negotiations can impact the number of motors subject to refurbishment.
Thiokol Propulsion also manufactures infrared and illuminating flares;
provides solid rocket motor propellant reclamation services; and provides aging
and surveillance technologies. Commercial applications are being developed for
composite resin prepreg materials, airbag inflator gas generants and igniters
and composite resin-based conformable storage tanks.
Federal export laws, controls and regulations impact or otherwise restrict
the export of the Company's propulsion products and technical data. All U.S.
government contracts and subcontracts are subject to termination for the
convenience of the government and may also be impacted by changing levels of
government funding, schedule changes and other changes within the government's
authority.
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Fastening Systems. The Company's fastening systems' products consist of
specialty fasteners, installation tooling and custom injection molded plastic
products that are sold to customers directly by Huck and through a distribution
network in both domestic and foreign markets. Fasteners made from a variety of
materials, including high strength metals and metal alloys, are threaded and
non-threaded consisting of lock bolts, blind bolts, lock nuts, blind rivets, cap
screws and various other metal products sold under various trade names and
trademarks for aerospace, industrial, automotive and construction industry
applications. Injected molded products consist of custom components and end
products. Fastener installation tools are also manufactured and marketed to
provide customers complete fastener installation systems. The aerospace market
consists of both commercial and military aerospace manufacturing companies,
domestic and foreign. Customer product qualification required by domestic and
foreign regulatory agencies such as the Federal Aviation Administration as to
plant and product quality and lot traceability is important for the aerospace
market acceptance of Huck's fasteners. Huck's fasteners have been qualified by
major domestic and foreign aerospace companies in order for such customers to
use these fasteners in original equipment and aftermarket aircraft products.
Principal domestic and foreign industrial markets include automotive, truck,
trailer, railcar, and mining applications. The construction industry utilizes
Huck's fastening systems for certain structural applications such as bridges and
building structures. Plastic injected molded products are used in the computer,
telecommunications and medical industries.
Investment Castings. The Company, through its 84.65 percent ownership in
Howmet, uses the investment casting process to manufacture super alloy, titanium
and aluminum components for aerospace engine and airframe applications and
industrial gas turbine engine applications for customers worldwide. The Howmet
Cercast Group is a producer of high quality aluminum investment castings used in
the defense electronics and commercial aerospace industries.
Howmet's aerospace castings consist of super alloy and titanium castings for
aircraft turbine engines and structural airframe and engine applications.
Products include individual airfoils consisting of blades (rotating foils) or
vanes (non-rotating foils), as well as integral castings such as turbine rotors
and nozzle rings for smaller engines involving an entire set of blades and
related components cast together. Structural components include support
components of engines, such as engine castings, frames, and bearing housings,
and other airframe components. Howmet's aerospace castings are manufactured for
commercial and military applications and sold to original equipment aircraft
manufacturers and aftermarket customers.
Industrial gas turbine engine products consist of airfoils (including moving
blades and stationary vanes) for gas turbines used for power generation
primarily by the electric utility industry and mechanical drive applications for
industrial and
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pipeline operations, oil and gas processing and offshore drilling.
Howmet's Cercast subsidiaries produce aluminum investment castings for the
commercial aerospace and defense markets. Applications include electronic
packaging, electro-optical system housings, engine parts, pumps, compressors and
aircraft structurals.
Starting in late 1998, Howmet discovered certain product testing and
specification non-compliance issues at two of its Cercast aluminum casting
facilities. Howmet notified affected customers and is actively cooperating with
them and government agencies in the investigation of these matters and is
implementing remedial action. Howmet and its customers must complete data
collection and analysis before a definitive estimate of the cost to resolve this
matter with customers and the government can be completed. Customers have
asserted no formal claims, and Howmet knows of no in-service problems associated
with these issues. (See Note 15. Contingent Matters of the Company's Financial
Statements set forth on page F-21 in the Company's 1999 Notice of Annual Meeting
and Proxy Statement.)
On March 3, 1999, Howmet received from the U.S. Air Force a Notice of
Proposed Debarment from future government contracts and subcontracts directed at
its principal operating subsidiary Howmet Corporation and Howmet Cercast
(Canada), Inc. The Air Force unilaterally terminated the proposed debarment
with respect to Howmet Corporation by letter to Howmet on March 10, 1999, thus
permitting Howmet Corporation to resume accepting U.S. government contracts and
subcontracts. The continuing proposed debarment with respect to Howmet's
Cercast Canadian subsidiary is based on the above testing issues and improper
vendor payments that took place at the Cercast Canadian operations. Debarment
does not affect existing Cercast contracts, other than extensions. Howmet is
taking steps to have the proposed Cercast debarment withdrawn. (See Note 24.
Event Subsequent to Date of Report of Independent auditors (unaudited) of the
Company's Financial Statements set forth on page F-28 in the Company's 1999
Notice of Annual Meeting and Proxy Statement.)
Howmet also participates in an 81 percent owned joint venture in Japan with
Komatsu Ltd. that manufactures investment cast components for industrial gas
turbine and aerospace customers primarily in Japan. Howmet holds an option to
purchase Komatsu's remaining interest in this joint venture. Howmet also
participates in a 51 percent-owned joint venture with Pratt & Whitney Division
of United Technologies Corp. that manufactures spray-formed metal components for
aircraft turbine engines.
Competition
Propulsion Systems. Thiokol Propulsion is the sole source supplier of RSRM
solid rocket motors, the only domestic human-rated solid rocket
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propulsion. The Company believes that the time and cost to qualify a second
source of supply would be prohibitive in light of the shuttle flight schedule
and current levels of government expenditures on the Space Shuttle Program. The
Company expects to retain its sole source position as the RSRM supplier. The
Shuttle Buy 3 and Buy 4 contracts are placed directly by NASA. The Company, as
the only qualified supplier for the RSRM, does not compete with other
manufacturers.
Liquid propulsion systems that may be competitive with the RSRM are under
study, but are not yet developed. The Company, Aerojet Division of GenCorp,
Inc., Alliant Techsystems Inc., and the CSD Division of United Technologies
Corp. are the major suppliers of heavy-lift solid propulsion launch vehicles for
space and strategic applications and are competitive with each other with regard
to medium, light, and strap-on launch vehicles for commercial space
applications. Both foreign governments and foreign private enterprises have
solid rocket propulsion systems competitive with propulsion systems manufactured
by the Company. Liquid propulsion systems and excess strategic ballistic
missile inventory may be competitive with the Company's propulsion systems,
especially in the commercial launch market. For Thiokol Propulsion products
other than the RSRM solid rocket motors sold to the federal government or
federal government prime contractors, the primary method of competition is
through the Company responding to a request for proposal or complying with other
government procurement procedures under federal acquisition regulations in
competition with others. Commercial launch vehicle products are sold primarily
through responding to the terms and conditions of a request for proposal or
negotiated contracts in competition with others. Principal competitive factors
are cost, technical performance, quality, reliability, depth and capability of
personnel and adequacy of facilities. Except for the sole-sourced RSRM solid
rocket motor and other strategic military launch motors, the Company's
propulsion products are sold primarily on the basis of technical performance,
reliability and price. Although the market for strategic and tactical solid
rocket motor programs has stabilized, the competitive pressures on these
products remains intense due to current levels of Defense Department
procurements and the lack of availability of new major programs. The Company's
competitive strength is also affected by the technical performance, quality, and
reliability of its solid propulsion products for space launch applications. The
Company's propulsion systems, services and related products are competitive with
Alliant Techsystems Inc., CSD, Aerojet Division of Gencorp Inc., the ARC
Division of Sequa Corporation and various liquid propulsion systems produced
both domestically and internationally.
Fastening Systems. Fastening systems are manufactured by a number of
competitors with no one manufacturer having a major position in the aerospace or
industrial fastener markets. Alternative fastening methods compete with Huck's
threaded and non-threaded fastener systems. Competition for orders from
aerospace original equipment manufacturers is often dependent on
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customer qualification of the Company's fasteners as required by government
regulations. Huck's fastening system products compete not only on price, but
also product quality and the Company's ability to provide customer service and
on-time delivery. Fastening systems applications and installation tools help
differentiate Huck's fastening systems products from those of its competitors.
Aerospace fastener competition is primarily through responding to requests for
quotations made by major aerospace contractors and distributors. Industrial
fastener competition including automotive, railcar and construction industries
is primarily through requests for proposals, purchase order quotations and
negotiated contracts in competition with others. Huck's fastening systems
compete on price, quality, delivery, and ability to provide customer fastening
installation solutions through specific-purpose installation tools and
fasteners. Huck maintains a proprietary patented position for certain of its
fastener designs for which certain limited licenses have been granted to
competitors. Huck also manufactures certain fasteners under licenses from
competitors. Huck's custom plastic injection molding competes on price, quality
and delivery with many custom injection molding competitors.
Investment Castings. Howmet believes it has a major market share in the
overall turbine engine airfoil investment casting market. Precision Castparts
Corp. ("PCC") is Howmet's primary competitor. Management believes that Howmet
and PCC and other smaller participants compete primarily on technological
sophistication, quality, price, service and delivery time for orders from large,
well-capitalized customers with significant market power. Certain of Howmet's
customers, principally in Europe, have their own investment casting foundries,
which produce parts similar to those manufactured by Howmet. Howmet knows of no
plans by its major North American customers to establish such captive
facilities, nor any significant expansion plans by those customers that have
such foundries now. Howmet cannot assure that such developments will not occur
in the future.
Howmet's aluminum casting operations compete with a large number of smaller
competitors, also on the basis of price, quality, service and delivery.
Research and Development
Company-sponsored research and development ("R&D") activities relate to new
products, applications and services, improvement of existing products and
services and new and improved production processes. Such Company R&D also
provide customers with improved quality, product performance and cost savings.
The Company's R&D cost was $30.2 million, $14.8 million, and $12.5 million and
represented 1.2 percent, 1.4 percent and 1.4 percent of revenues for the years
1998, 1997, and 1996, respectively; the amount spent during the same periods for
customer-sponsored R&D (including U.S. government-funded) was $81.4 million,
$51.9 million, and $15.4 million, respectively.
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Environmental Matters
Compliance with federal, state, and local environmental requirements with
respect to the Company's facilities, including formerly owned and operated
facilities, while having the potential to be a significant cost and liability,
are not at this time nor over the next twelve months, absent increases in
environmental liabilities, expected to have a material adverse effect on the
Company's financial condition or upon the competitive position of the Company or
its subsidiaries. Capital expenditures and amounts expensed relating to
environmental matters were $3.5 million and $10.7 million, respectively, for
1998 and are currently expected to be $1.8 million and $9.9 million for the year
ending December 31, 1999. Estimated 2000 environmental capital expenditures and
amounts expensed are $3.8 million and $11.2 million, respectively, although
there can be no assurances that actual amounts will not vary materially from
such estimates. Capital expenditures and expenses for environmental matters
reflect the consolidation of Howmet since December 2, 1997. The Company
maintains ongoing programs for environmental site evaluations, continues its
cooperation with federal and state agencies in site investigations and engages
in environmental remediation activities at its sites and sites of third parties
where appropriate.
The Company continues to be involved with two Environmental Protection
Agency ("EPA") superfund sites designated under the Comprehensive Environmental
Response, Compensation and Liability Act in Morris County, New Jersey. The
Company operated these sites about thirty years ago for government contract
work. The Company has negotiated a consent decree with the EPA concerning the
Rockaway Borough Well Field Site. At this site, the Company's estimated
response costs, site remediation, and future operation and maintenance costs is
$5.1 million, of which approximately $1.2 million is currently expected to be
spent during 1999. In 1996, the Company negotiated a consent decree with the
State of New Jersey for the Rockaway Township Well Field Site. At this site, the
Company's estimated response costs, site remediation, and future operations and
maintenance costs is $4.4 million, of which approximately $1.8 million is
currently expected to be spent during 1999. Jacobson, acquired by Huck in June
1998, is involved in the Indian Bend Wash (South Area) superfund site at Tempe,
Arizona. Pursuant to the terms of a five-year environmental indemnity contained
in the Stock Purchase Agreement between Huck and seller, Huck is responsible for
the first $2 million in environmental liabilities, the seller is responsible for
environmental liabilities from $2 to $6 million; Huck and seller share equally
the expense of environmental liabilities in excess of $6 million but less than
$10 million. The Company assumes any environmental liabilities that are $10
million or more -- an obligation the Company expects is likely remote. The
currently estimated liability associated with Jacobson environmental remediation
is $.5 million.
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Howmet has received test results indicating levels of polychlorinated biphenyls
("PCBs") at its Dover, New Jersey facility that will require remediation. These
levels have been reported to the New Jersey Department of Environmental
Protection ("NJDEP"). Under the terms of an Administrative Consent Order with
the State of New Jersey, Howmet is continuing to define the risk and to test
possible clean-up options. Various remedies are possible and could involve
expenditures ranging from $2 million to $22 million or more. Howmet has recorded
a $2 million long-term liability as of December 31, 1998 for this matter. Given
the uncertainties, it is possible that the estimated range of this cost and the
amount accrued will change within the next year. The indemnification discussed
below applies to the costs associated with this matter.
In addition to the above, liabilities arising for clean-up costs associated
with hazardous types of materials in several waste disposal facilities exist.
In particular, Howmet has been or may be named a potentially responsible party
under the Comprehensive Environmental Response, Compensation and Liability Act
or similar state laws at nine on-site and off-site locations. At December 31,
1998, $4.2 million of accrued environmental liabilities are included in the
consolidated balance sheet for such matters.
In connection with the Howmet acquisition by the Company and Carlyle,
Pechiney, S.A. is required by the terms of the acquisition agreement to
indemnify Howmet for environmental liabilities and obligations relating to
Howmet Corporation stemming from events occurring or conditions existing prior
to the December 13, 1995 acquisition date to the extent that such liabilities
exceed a cumulative $6 million. This indemnification applies to all of the
Howmet related environmental matters prior to the acquisition date.
In addition, unrelated to Howmet Corporation's operations, Howmet`s
subsidiary, Howmet Holdings Corporation, and Pechiney, S.A., are jointly and
severally liable for environmental contamination and related costs associated
with certain discontinued mining operations owned and/or operated by a
predecessor-in-interest until the early 1960s. These liabilities include
approximately $16 million in remediation and natural resource damage liabilities
at the Blackbird Mine Site in Idaho and at least $10 million in investigation
and remediation costs at the Holden Mine Site in Washington. Pechiney, S.A. has
agreed to indemnify Howmet for such environmental liabilities. Howmet has
recorded a liability and an asset for an equal amount related to these matters
which are reflected in the Company's consolidated balance sheet. In the event
that Pechiney, S.A. does not honor its indemnification obligations, an event
that Howmet does not reasonably expect to occur, Howmet would likely be
responsible for such matters and the cost of addressing those matters could be
material.
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The Company estimates that the eventual cost for site remediation matters
known at this time, including the consolidation of those of Howmet, before any
recoveries from insurance and third party contributions by other responsible
parties including the federal government, will be approximately $51.6 million.
The Company has established a receivable in the amount of $28.3 million for
expected reimbursement or recovery for environmental claims, costs and expenses
from third parties, including the federal government. As the result of the
settlement of outstanding environmental liabilities with insurance carriers, the
Company has received $9.7 million, of which $7.5 million was used to settle
reimbursement of claims with the federal government. The Company's policy and
accounting for environmental matters is set forth in Note 1 and Note 16 of the
Notes to the Company's consolidated financial statements set forth on pages F-9
and F-21 in the Company's 1999 Notice of Annual Meeting and Proxy Statement. The
Company believes that after recoveries from third parties and the federal
government, any net liability for which it may ultimately be responsible in
excess of amounts currently accrued, would not be material to the Company's
financial condition and results of operations.
In the forward pricing on certain of the Company's federal government
contracts, the Company has negotiated an agreement for the Company to recover
certain environmental costs and expenses incurred in connection with the
performance of government contracts.
Employees
The number of business segment employees of the Company including the
consolidation of Howmet and Jacobson Manufacturing was at December 31, 1998,
17,900, compared to 15,800 on December 31, 1997. The table below sets forth
the approximate employment levels for each business segment at December 31.
<TABLE>
<CAPTION>
1998 1997
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<S> <C> <C>
Propulsion Systems 4,000 3,800
Fastening Systems 2,400 1,600
Investment Castings 11,500 10,400
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</TABLE>
Propulsion Systems employment levels reflects the stabilization of Thiokol
Propulsion business base and improving environment for research and development
contracts. Investment Castings' employment levels reflect Howmet's increased
volume and production efficiencies. Fastening Systems' employment levels
reflect increased production volumes at Huck and the addition of Jacobson.
Raw Materials
Although most of the raw materials used by the Company are readily
available, the federal government must approve certain key raw material
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suppliers for Thiokol Propulsion (such as suppliers of propellant raw materials
and nozzle and case component materials). With a limited number of such
approved suppliers, delivery of these materials could be disrupted at the
supplier level at any time and have a material adverse impact on production and
delivery schedules until government approval of alternative suppliers is
obtained. Raw materials used by the Company's Investment Castings and Fastening
Systems segments include a number of materials and minerals, including titanium,
hafnium, aluminum, nickel, cobalt, molybdenum and chromium among others.
Commercial deposits of certain metals, such as cobalt, nickel, titanium and
molybdenum, which are required for the alloys used in precision castings and
aircraft fasteners, are found in only a few parts of the world, and for certain
materials only single sources are readily available. These materials and metals
are subject to price fluctuations, and price and supply may be influenced by
private or government cartels, unstable governments in countries exporting
materials and production interruptions.
Seasonality
The business of the Company is not subject to seasonal fluctuations.
Patents and Trademarks
The Company has approximately 500 patents and patent applications, of which
300 relate to the Propulsion Systems business segment, 100 relate to the
Fastening Systems business segment, and 100 relate to the Investment Castings
business segment. As a government contractor, the Company conducts independent
research and development ("IR&D") to enable it to maintain its competitive
position. Research and development work is also performed under contracts with
the Department of Defense, NASA, and other government agencies.
Approximately ninety percent of the Company's patents in the Propulsion
Systems business segment were developed under Company-funded IR&D related
budgets. The Company has full ownership interest in its patents developed under
these budgets and lesser rights in the patents it developed under contract R&D
programs.
The Propulsion Systems business segment patent coverage includes propulsion
system design, case, nozzle, and propellants. Patents also cover gas
generators, ordnance, flare-related products, and the Company's fiber resin
technology. Patents cover non-sodium azide gas generant technology used by
Autoliv ASP Inc. pursuant to agreements with the Company. Under contracts with
the federal government, licenses have been granted to the government for limited
use of certain patented technology.
Fastening Systems segment patent coverage includes major aerospace
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fastening systems including a lightweight grooved proportional lock bolt and the
"Unimatic" blind bolt rivet. Major industrial fastening systems covered by
patents include "Huck-Fit" lock bolts, "Magna-Lok" blind rivets, "Ultra-Twist"
blindbolt for box beam construction applications and "Magna-Grip" lock bolts,
all with patent lives remaining of more than five years. Certain of the
Company's fastener products are manufactured under licenses from competitors.
Investment Castings segment patents cover both materials and processes for
casting of high temperature components for aerospace and industrial gas turbine
applications. Included are advanced casting technologies for superalloys,
intermetallics and composites as well as high temperature alloys, furnace
designs, ceramic materials, and coatings.
The table below sets forth the duration of the Company's patent portfolio
by business segment.
<TABLE>
<CAPTION>
Remaining Patent Life
------------------------------------------------------------------
More than Five to Less than
Ten years Ten Years Five Years
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<S> <C> <C> <C>
Propulsion Systems 73% 21% 6%
Fastening Systems 36% 38% 26%
Investment Castings 64% 21% 15%
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</TABLE>
Although the Company believes that its present competitive position is
enhanced by its patents and its technical expertise, know-how and proprietary
information, no individual patent or group of patents is material to the conduct
of the business of the Company. Proprietary information and processes are
material to the Investment Castings business segment and are protected as trade
secrets.
Trademarks are important for product identification in the Fastening
Systems and Investment Castings segments of the business, but are not
significant to the Company's Propulsion business. The name Cordant Technologies
is important to the corporate identification of the individual business segments
and to the consolidated group.
Competitors in the Company's business also hold patents and other forms of
proprietary information, and there is active technical competition in that
business. No assurances can be given that one company or another will not
obtain a technological advantage from time to time, in one aspect of the
industry's technology or another.
Customers
Propulsion Systems. The customers of Thiokol Propulsion are primarily the
federal government and its prime contractors and subcontractors. The NASA Buy 3
and Buy 4 contracts are material to Propulsion Systems business
12
<PAGE>
segment. Beginning in the year 2001, the Company expects the Minuteman Regrain
Contract to be material to Thiokol Propulsion. Commercial propulsion customers,
primarily in the light and medium launch vehicle market, are being slowly
developed, but are not yet material to the Company's customer base. Federal
government contracts and subcontracts entered into by the Company are by their
terms subject to termination by the government or the prime contractor either
for convenience or default. Such contracts are also subject to funding
appropriations by Congress. Since the federal government provided, directly and
indirectly, approximately 30 percent of the Company's revenues in 1998, the
termination or discontinuance of funding of a substantial portion of such
business would have a material adverse effect on the Company's operations. No
single non-government customer is material to Propulsion Systems' business.
Fastening Systems. Huck's customers consist of industrial and aerospace
original equipment manufacturers and distributors, domestic and foreign. Foreign
customers and a foreign sales base are still developing, but are not yet
material to the Company's customer and sales base. The Boeing Company, Wesco,
Freightliner, TriStar and Ford Motor Company are major fastening systems
customers. Except for The Boeing Company, no other single customer represents
more than 10 percent of Fastening Systems' sales.
Investment Castings. Howmet's top ten customers represented approximately
70 percent of the Investment Castings' net sales in 1998. Investment Casting's
principal customers are The General Electric Company through its aircraft engine
and power systems groups and United Technologies' Pratt & Whitney aircraft
operations which together represent approximately 35 percent of Investment
Castings' sales. No other Investment Castings' customer represents more than
10 percent of Investment Castings' sales in 1998.
Orders for Howmet's products are primarily awarded through a competitive
bidding process. Contractual relationships with Howmet's principal customers
vary. Approximately half of its casting business is derived from multi-year
contracts, typically three years in length. Under these contracts, Howmet's
customers agree to order from Howmet and Howmet agrees to supply specified
percentages of specified parts at specified pricing over the life of the
contracts. The customers are not required to order fixed numbers of parts,
although pricing may be subject to certain threshold quantities. Some of these
contracts include provisions requiring specified price reductions over the term
of the contract, based on lower production costs as programs mature, shared
benefits from other cost reductions resulting from joint production decisions,
and negotiated reductions. Most major contracts provide Howmet with protection
against substantial changes in prices for elemental metal raw materials. Howmet
typically renegotiates these contracts during the last year of the contract
period and, during the process, customers frequently solicit bids from Howmet's
competitors.
13
<PAGE>
Backlog
The Company's backlog of orders as of December 31, 1998, and December 31,
1997, was approximately $1.4 billion and $1.8 billion, respectively. Propulsion
Systems' backlog as of December 31, 1998 was $414 million compared to $889
million as of December 31, 1997. The Company expects a significant increase in
the backlog when the RSRM Buy 4 Contract is signed this year. The Company
currently expects that approximately 88 percent of the orders in backlog on
December 31, 1998 will be completed by December 31, 1999. The majority of the
remainder thereafter are expected to be completed through year 2001. Although
contracts can be changed or canceled, the Company believes the backlog consists
of firm contracts. The Company does not believe that a material change or
cancellation of a single contract (other than the RSRM) would be materially
significant to its business. The contract backlog consists of a combination of
cost-plus award fee, cost-plus fixed fee, cost-plus incentive fee, fixed price
incentive fee, and firm fixed price contracts. The Investment Castings backlog
of orders as of December 31, 1998 was $877 million. The Company's Fastening
Systems backlog was approximately $142 million as of December 31, 1998. Because
of the short lead and delivery times often involved, and because deferrals and
cancellations often affect the Company's Investment Castings and Fastening
Systems orders, backlog may not be a significant indicator of the Company's
future performance.
ITEM 2. PROPERTIES
The Company operates manufacturing, research, and development facilities at
47 locations, and has administrative and sales offices, warehouses, and service
centers worldwide. The Company considers its manufacturing facilities,
warehouses, and other properties to be in generally good operating condition and
suitable for their intended purposes. Facilities are considered adequate and
sufficient to meet the operating requirements of the Propulsion Systems and
Fastening Systems business units. During the year, the Company announced the
closing of Huck's Branford, Connecticut fastening systems' facilities and the
relocation of the business to Waco, Texas during the first quarter of 1999.
Investment Castings has planned capacity expansion for aero and industrial gas
turbine and airfoil production. A new 120,000 square foot airfoil casting
facility at Howmet's Whitehall, Michigan factory is under construction.
Expansion and relocation of the Cercast Group's Montreal, Canada aluminum
castings operations is under construction. Thermatech Coating and the United
Kingdom foundry facilities have been expanded. Completed and planned facility
expansion is considered sufficient and adequate to meet Investment Castings
operating needs. All Company-owned property is held in fee with no
encumbrances. Company leased property obligations are set forth in Note 17 of
the Company's consolidated financial statements set forth in the 1999 Notice of
Annual Meeting and Proxy Statement. During 1998, the Company
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<PAGE>
relocated its corporate office to Salt Lake City, Utah.
During 1998, additions to property, plant, and equipment totaled $114.7
million.
The following table sets forth the Company's manufacturing locations and
the approximate square footage.
<TABLE>
<CAPTION>
Buildings (000's of square feet)
--------------------------------------------------
Manufacturing Location Company
by Business Segment Owned Leased Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PROPULSION SYSTEMS
Northern Utah1 2,619 724 3,343
Elkton, Maryland 378 378
Ogden, Utah 105 105
- ------------------------------------------------------------------------------------------------
FASTENING SYSTEMS
Domestic
Altoona, Pennsylvania 150 150
Carson, California 153 153
Kenilworth, New Jersey 72 72
Kingston, New York2 142 142
Lakewood, California 115 115
Medina, Ohio 271 271
New Braunfels, Texas 126 126
Sanford, North Carolina 49 49
Tempe, Arizona 45 45
Tucson, Arizona 67 67
Waco, Texas 371 371
International
Us, France 61 61
Shropshire, U.K. 50 50
- ------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT CASTINGS
Domestic
<S> <C> <C> <C>
Bethlehem, Pennsylvania 47 47
Branford, Connecticut 138 138
City of Industry, California 50 50
Cleveland, Ohio 100 100
Dover, New Jersey, 2 facilities 357 357
Hampton, Virginia, 2 facilities 296 17 313
Hillsboro, Texas 68 68
LaPorte, Indiana, 2 facilities 186 186
Morristown, Tennessee 111 111
Whitehall, Michigan, 7 facilities 711 711
Wichita Falls, Texas 227 227
Winsted, Connecticut 81 81
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
International
Dives, France (capital lease) 256 256
Evron, France 86 86
Exeter, U.K., 2 facilities 253 67 320
Gennevilliers, France 47 47
Georgetown, Ontario, Canada 37 37
Le Creusot, France 156 156
Montreal, Quebec, Canada 11 100 111
Terai, Japan, 3 facilities/3/ 53 53
- ------------------------------------------------------------------------------------------------
</TABLE>
/1/ The Company occupies an additional 6,000 sq. ft. of government owned
property.
/2/ Land is leased.
/3/ Factory owned by Howmet's joint venture, Komatsu-Howmet Ltd.
ITEM 3. LEGAL PROCEEDINGS
Litigation and Regulation
During fiscal year 1998, previously disclosed litigation involving the
Company: McDonnell Douglas v. Thiokol Corporation; Thiokol Corporation v. The
United States Army; and Sharp v. Thiokol, et al. were settled or resolved
favorably for the Company.
Certain of the Company's products are manufactured and sold under U.S.
government contracts and subcontracts. Consequently, the Company is subject to
various federal statutes and regulations. Depending on the circumstances and the
outcome, a proceeding under these statutes and regulations, including a
proceeding related to the matters described below, could result in fines,
penalties, compensatory and treble damages, the cancellation or suspension of
payments under one or more U.S. Government contracts, debarment or ineligibility
for future contracts or subcontracts funded in whole or in part with federal
funds.
Starting in September 1998, Howmet's senior management became aware of a
possible violation of the U.S. Anti-Kickback Act of 1986 by several of Cercast's
employees at the Canadian aluminum operations. This law prohibits receiving
payments in return for favorable treatment in connection with U.S. government
contracts or subcontracts. Howmet promptly commenced an investigation, which is
ongoing, and reported the matter to, and is cooperating with, the U.S.
Department of Defense and the Quebec Provincial police.
On March 3, 1999, Howmet received from the U.S. Air Force a Notice of
Proposed Debarment from future government contracts and subcontracts directed at
its principal operating subsidiary Howmet Corporation and its Cercast
16
<PAGE>
subsidiaries. The Air Force unilaterally terminated the proposed debarment with
respect to Howmet Corporation by letter to Howmet on March 10, 1999, thus
permitting Howmet Corporation to resume accepting U.S. government contracts and
subcontracts. The continuing proposed debarment with respect to Howmet's
Cercast subsidiary is based on certain of the testing issues discussed in Item
1, Business, on page 1 and improper vendor payments described above that took
place at the Cercast aluminum operations. Debarment does not affect existing
Cercast contracts, other than extensions. Howmet is taking steps to have the
proposed Cercast debarment withdrawn.
The Company is also a party to certain pending proceedings regarding
environmental matters (see "Environmental Matters" page 8).
The Company, in its ordinary course of business, is party to various other
legal actions which management believes are routine in nature and incidental to
its operations. Management believes that the outcome of any proceedings, to
which the Company currently is a party, including the investigation described
above, will not have a material adverse effect upon its results, operations,
financial condition or liquidity.
Depending on the amount and the timing of an unfavorable resolution of
these matters, it is possible that the Company's future results of operations or
cash flows could be materially affected in a particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on October 22,
1998. The results of the following matters presented to stockholders for vote
in person or by proxy include:
1. The election of three directors to serve for a three year term expiring at
the 2001 Annual Meeting.
<TABLE>
<CAPTION>
Shares
- --------------------------------------------------------------------------------------
Name For Withheld
- --------------------------------------------------------------------------------------
<S> <C> <C>
Edsel D. Dunford 32,093,262 149,385
Robert H. Jenkins 32,082,110 160,537
James R. Wilson 32,079,946 162,701
- --------------------------------------------------------------------------------------
</TABLE>
Messrs. Michael P. C. Carns, Steven G. Lamb, David J. Lesar and D. Larry
Moore continue in office until the 2000 Annual Meeting and Messrs. Neil A.
Armstrong, Charles S. Locke, William D. Studeman and Donald C. Trauscht
continue in office until the 1999 Annual Meeting.
17
<PAGE>
2. Approval of proposed amendments to the Cordant Technologies Inc. Amended
and Restated 1996 Stock Awards Plan.
Shares
- --------------------------------------------------------------------------------
For Against Abstain
27,315,225 4,742,862 184,560
- --------------------------------------------------------------------------------
3. Ratification of appointment of Ernst & Young LLP as the independent
auditors for the Company for the year December 31, 1998.
Shares
- --------------------------------------------------------------------------------
For Against Abstain
32,103,667 30,000 108,980
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF THE REGISTRANT (as required by Instruction 3. to Item
401(b) of Regulation S-K)
Generally, the Board of Directors elects Executive Officers at its first
meeting following the Annual Meeting of Stockholders. The officers generally
serve until the next such meeting, or until their successors are elected and
qualified. The next Annual Meeting of Stockholders will be held on May 13,
1999.
18
<PAGE>
The Executive Officers of the Company on December 31, 1998:
Positions Held and Terms of Office During
Name and Age Past Five years
- --------------------------------------------------------------------------------
James R. Wilson (57).............Chairman of the Board, President and Chief
Executive Officer since October 1995; President
and Chief Executive Officer (October 1993-95);
director since October 1993.
Richard L. Corbin (52)...........Executive Vice President and Chief Financial
Officer since October 1998; Senior Vice
President and Chief Financial Officer (May
1994 - October 1998).
James E. McNulty (54)............Executive Vice President Human Resources and
Administration since 1992.
Robert L. Crippen (61)...........Vice President and President of Thiokol
Propulsion since December 1996; Vice President
of Training Simulator Systems, Lockheed Martin,
an aerospace defense and contractor (April
1995-October 1996); Director of John F. Kennedy
Space Center, (1992-January 1995).
Bruce M. Zorich (44).............Vice President and President of Huck
International, Inc. since April 1996; Vice
President, Worldwide Automotive Operations,
(1993-1996); Vice President and General
Manager, OEM Products, Senior Flexonics, a
diversified manufacturing company (1989-1993).
Daniel S. Hapke, Jr. (52)........Senior Vice President and General Counsel since
October 1997; Vice President and General
Counsel since February 1997; Various positions
at General Dynamics Corporation, a defense
contractor (1984-1997), including Vice
President and General Counsel of its Electric
Boat subsidiary (1994-1997).
Michael R. Ayers (48)............Vice President and Controller since January
1996; Vice President Strategic Development
(1994-1996); Director Finance and
Administration Space Operations (1986-1994).
Nicholas J. Iuanow (39)..........Vice President and Treasurer since October
1997; Treasurer (1994-October 1997).
Edwin M. North (53)..............Vice President and Corporate Secretary since
October 1997; Secretary since 1990.
19
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information concerning the market for the Company's common equity and
related security holder matters is included in the section "Quarterly Financial
Highlights" on page F-28, and "Dividends and Recent Market Prices" on page F-48
of Financial Information, included in the Company's 1999 Notice of Annual
Meeting and Proxy Statement, and is incorporated herein by reference. As of
February 26, 1999, there were 4,924 stockholders of record.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended December 31, 1998 is
included on page F-50 of Financial Information, included in the Company's 1999
Notice of Annual Meeting and Proxy Statement and is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the three years ended December 31, 1998, is included on pages F-
30 through F-49 of Financial Information, included in the Company's 1999 Notice
of Annual Meeting and Proxy Statement and is incorporated herein by reference.
The Company sets forth below "Cautionary Statements" with respect to
certain statements herein that the Company believes are "forward looking
statements" under the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Many of the factors described below are discussed
in both current and prior Company Securities and Exchange Commission filings and
to the extent not otherwise discussed in forward-looking statements should be
considered in assessing the various risks associated with the Company's conduct
of its business and financial condition. Risks which may impact the accuracy of
the Company's forward-looking statements include, but are not necessarily
limited to, the following:
(i) RSRM Shuttle Program. The Company's RSRM contract for NASA's space shuttle
program is subject to substantial performance and financial risks. Approximately
17 percent of the Company's current revenues are derived from the RSRM contract.
Without cause, the contract may be terminated for the convenience of the U.S.
Government ("government"). Deliveries under the contract may be delayed or
extended at the election of the government. Future
20
<PAGE>
space shuttle launches are highly dependent upon the international space
station. Delays in space station components may delay launches and affect
the RSRM production rates. Congress may change the funding available to the
contract. Actions by the government or the Company may make the amount of
the contract fee already booked inappropriate, thus causing a retroactive
award fee adjustment including possible reimbursement of fees the
government has paid to the Company. The current Buy 3 contract is expected
to continue until year 2001. Deliveries are expected to be completed by
1999. The Company has negotiated the Buy 4 contract and expects it to be
signed during the first half of 1999, with production of thirty-five flight
sets through 2004. NASA's privatization of the Space Shuttle Program
through United Space Alliance could adversely impact the Company's RSRM
contract in the program's later years. NASA has also shown initial interest
in developing a Liquid Fly Back Booster (LFBB) as an alternative propulsion
source or as a replacement for the Company's RSRM motors.
(ii) Space and Defense Contracts. The Company's maintenance of non-RSRM
space and defense contracts including the Minuteman regrain and commercial
launch vehicle programs (collectively "programs") and the availability and
award of future programs with the government and prime contractors are
subject to the risk of termination or renegotiation by the government or
failure of such programs to be funded. The level of Minuteman production
may be impacted by international treaty negotiations limiting the
deployment of ICBM's. The Company's ability to successfully compete for and
win new programs or retain current programs is also dependent on the
availability of program funding; competition by others with the Company for
such programs on price, quality, technology, facilities, delivery, and
product performance; changes in Congressional funding objectives; and
federal agency demand and program management, including but not limited to,
program termination, consolidation, or privatization. Other risks include
the Company's ability to successfully manage current programs, obtaining or
retaining new and existing programs, and the profitability of such programs
with satisfactory return on investment on lower prices, costs, and unit
volumes in a shrinking and competitive government procurement environment.
Competitive propulsion systems and technologies, as well as ballistic
missile surplus propulsion inventory (both domestic and foreign), can
adversely impact the success of the Company's commercial launch programs
and ability to compete successfully for government strategic and tactical
propulsion programs.
(iii) Commercial Aerospace Markets. The products and services sold by the
Company to domestic and international commercial aerospace markets are
subject to the risks of the cyclical nature of the aircraft market and the
phase of such cycle at any point in time. Approximately 35 percent of the
Company's current revenues are derived from sales to these markets. Delay
or changes in aircraft and component orders and build schedules may impact
the future demand for Company products, delivery, and profitability. There
is no assurance
21
<PAGE>
there will not be declines in these markets impacting the demand for the
Company's products to these markets or the delivery schedule for existing
orders. The Company's major aerospace customers are large and may exercise
their market power among a number of vendors, including the Company,
competing their business by exerting pricing pressure, delivery, inventory,
and unit volume requirements. Risks to the Company include management's
ability to maintain both product and manufacturing qualifications, meet the
needs of its major customers and regulatory agencies and maintain or
improve margins and return on investment in light of competitive pricing
pressures, unit demand and product qualification, and product substitutions
by major customers. The Company's potential inability to maintain product
pricing, as well as availability, delivery, quality, and service are
important risk factors.
(iv) Industrial Markets. The products and services sold by the Company for
domestic and international, and industrial commercial markets, primarily
through the Fastening Systems business segment and the Investment Castings
Segment represented by the Company's 84.65 percent equity investment in
Howmet, are subject to the risks of the level of general economic activity
and industry capacity in mature industrial markets, product applications,
and technology associated primarily with automotive, transportation, power
generation, construction, and other industrial applications. Approximately
30 percent of the Company's revenues are derived from sales to these
markets. The Fastening Systems segment is subject to the cyclical and
economic nature of the automotive industry and the market power of large
automotive original equipment manufacturers as to competition among vendors
for pricing, delivery, inventory and unit volumes. The Company's business
can also be affected by factors such as management's ability to
successfully react to changes in market conditions and demand, expand new
and existing product lines, including the successful integration of the
Jacobson Manufacturing operations, to improve margins and returns on
investment by successfully implementing asset management, pricing and cost
reduction strategies. The Company's ability to maintain competitive
products, pricing, availability, delivery, and service are important
factors in maintaining customer relationships and effectively competing
with other manufacturers.
(v) Intangible Values. Significant intangible values comprise Howmet asset
values, which may not be realized by stockholders, including the Company,
if Howmet were sold or liquidated.
(vi) Product Qualifications and Quality. Supplier and customer product
qualifications and product quality are important to the Company as a
purchaser and as a supplier. As a supplier, loss or failure to maintain
product quality or manufacturing qualifications from major customers
including the government and major commercial aerospace and aircraft
manufacturers and automotive original equipment manufacturers may result in
loss of markets and business for the Company.
22
<PAGE>
Starting in late 1998, Howmet discovered certain product testing and
specification non-compliance issues at two of its Cercast aluminum casting
operations. Howmet notified customers and is actively cooperating with them and
government agencies in the investigation of these matters and is implementing
remedial action. Customers have asserted no formal claims and Howmet knows of no
in-service problems associated with these issues. Howmet cannot give any
assurances that customer or third party claims will not be asserted against
Howmet Corporation and its Cercast subsidiaries or that an in-service problem
related to this matter will not develop. Such claims or in-service problems if
they develop could have an adverse material impact on Howmet's operating results
in the particular quarter in which they occur.
On March 3, 1999, Howmet received from the U.S. Air Force a Notice of Proposed
Debarment from future government contracts and subcontracts directed at its
principal operating subsidiary Howmet Corporation and Howmet Cercast (Canada),
Inc. The Air Force unilaterally terminated the proposed debarment with respect
to Howmet Corporation by letter to Howmet on March 10, 1999, thus permitting
Howmet Corporation to resume accepting U.S. government contracts and
subcontracts. The continuing proposed debarment with respect to Howmet's Cercast
Canadian subsidiary is based on the above testing issues and improper vendor
payments that took place at the Cercast Canadian operations. Debarment does not
affect existing Cercast contracts, other than extensions. Although Howmet is
taking steps to have the proposed Cercast debarment withdrawn, there can be no
assurance these steps will be successful. In the unlikely event a debarment were
imposed for an extended period of time, such action would negatively impact
Howmet's sales and profits in future periods.
Qualified vendors, component parts, and raw materials qualifications are
important to the Company in the manufacture of its products including major
propulsion systems such as the RSRM. Vendor, component parts and raw materials
may be limited, and the loss of a major vendor as a supplier, has the potential
to cause a major and material delay in production or program performance.
(vii) Raw Materials. Raw materials used by the Company's Investment Castings and
Fastening Systems segments include a number of metals and minerals, including
titanium, hafnium, aluminum, nickel, cobalt, molybdenum and chromium, among
others. Prices of these materials can be volatile, and the Company engages in
forward purchases of some of these materials under certain market conditions,
and passes certain price fluctuations through to customers pursuant to its long-
term agreements. The Company ordinarily does not otherwise attempt to hedge the
price risk of its raw materials. For some of the supplies and raw materials it
purchases, including certain metals, the Company has no fixed price contracts or
arrangements. Commercial deposits of certain metals, such as cobalt, nickel,
titanium, and molybdenum, that are required for the alloys used in precision
castings and aircraft, are found in only a
23
<PAGE>
few parts of the world, and for certain materials only single sources are
readily available. The availability and prices of these metals and other
materials may be influenced by private or governmental cartels, changes in world
politics, unstable governments in exporting nations, production interruptions,
inflation and other factors. Although the Company has not experienced
significant shortages of its supplies and raw materials, there can be no
assurance that such shortages will not occur in the future. Any such shortages
or prices fluctuations could have a material adverse effect on the Company.
(viii) Foreign Currency. The Company maintains a policy of hedging foreign
currency transactions and economic exposures for foreign currency denominated
obligations. The Company does not hedge against net asset values for its foreign
investments attributed to its foreign subsidiaries valued in local currencies.
To the extent the Company's foreign revenue base grows and net asset base
expands, as the result of the Company's increased foreign business activity, the
Company's exposure to adverse foreign currency rate movement increases. The
Company's foreign currency risk exposure is also subject to the stability of the
foreign currency of the country where the Company maintains foreign operations
or does business. The Company seeks to minimize the impact of adverse foreign
currency rate movements through its hedging policy. The success of the hedging
policy in preventing an adverse financial result on operations in any accounting
period cannot be assured.
(ix) Year 2000. The Company has implemented a formal Year 2000 program to
address required remedial action and readiness with respect to its business
information and systems with embedded processors to minimize the risk of
business information, production and business operation disruptions resulting
from Year 2000 date logic problems. The Company's Year 2000 readiness program
also includes an assessment of the Year 2000 preparedness of major customers,
suppliers and critical third party support. Developing worst case scenarios and
contingency planning are also a part of this program. The status of the
Company's Year 2000 program at December 31, 1998 is discussed in Management's
Discussion and Analysis on Page F-41 through F-44 in the 1999 Notice of Annual
Meeting and Proxy Statement. Although the Company believes there will be no
material adverse disruptions to its business information systems, production or
business operations, the Company can not give assurances there will not be
localized business interruption or disruptions within a business segment as the
result of Year 2000 related problems. Such Year 2000 disruptions or
interruptions, should they occur, are most likely to impact foreign operations
or result from a Year 2000 related failure at a supplier or third party
providing raw materials, component parts or services that are required for
continuing or supporting Company production, business operations and business
information systems. Company management believes the likelihood of a major or
material Year 2000 problem to be remote. Year 2000 problems, if they should
occur, however, may disrupt or delay production, business operations of business
information systems at a particular location of a Company business
24
<PAGE>
segment. Such disruption may have a material and adverse impact on the Company
in the quarter in which the Year 2000 failure occurs and may continue until
rectified.
(x) Euro Conversion. The Company is currently assessing the impact of the Euro
conversion on its business operations. It is currently implementing a strategy
that will allow it to operate in a Euro environment during the transition
period, January 1, 1999 through December 31, 2001, and after full Euro
conversion, post July 1, 2002. The Company's European operations will begin
transacting in Euro denominated contracts requested by customers and suppliers
beginning January 1, 1999. The Company does not anticipate any material impact
from the Euro conversion on its computer software plans. Computer software
changes necessary to comply with the Year 2000 issue are generally compliant
with the Euro conversion issue as well. Enterprise Resource Planning (ERP)
software being implemented at Huck and Howmet as a part of Year 2000 readiness
will be Euro compliant. No additional costs related to Euro compliance are
expected for the ERP software. Some expense is anticipated for minor system
modifications, but is not expected to be material. The Company's payroll system
has not yet been examined and will require modifications to be Euro compliant.
The costs of payroll systems modifications are undetermined and are expected to
be immaterial. The Company expects no Euro conversion impact to its Thiokol
Propulsion business segment. The Company does not expect any material impact to
its contracting policies or competitive position on its three business segments
as a result of the Euro conversion. The Company is reviewing the impact of the
Euro conversion on its foreign exchange exposure position and has determined
there will be a modest increase in this exposure position as the result of the
Company's United Kingdom operation's acceptance of Euro denominated contracts.
The Company does not expect any significant changes to its current hedging
policy and does not expect any significant increases in its foreign exchange
exposure except for its United Kingdom operations. Until the Company completes
its assessment of the Euro conversion impact, there can be no assurance that the
Euro impact will not have a material impact on the overall business operations
of the Company.
(ix) Environmental. The Company is subject to comprehensive and changing
federal, state, local and international laws, regulations and ordinances
(together, "Environmental Laws") that (i) govern activities or operations that
may have adverse environmental effects such as discharges to air and water, as
well as handling and disposal practices for solid and hazardous wastes, and (ii)
impose liability for the costs of cleaning up, and certain damages resulting
from, sites of past spills, disposals or other releases of hazardous substances
and materials, including liability under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, and similar state statutes for
the investigation and remediation of environmental contamination at properties
owned and/or operated by it and at off-site locations where it has arranged for
the disposal of hazardous substances. The Company is involved from time to time
in legal proceedings involving remediation of environmental contamination
25
<PAGE>
from past or present operations, as well as compliance with environmental
requirements applicable to ongoing operations. There can be no assurance that
material costs or liabilities will not be incurred in connection with any such
proceedings, claims or compliance requirements or in connection with currently
unknown environmental liabilities.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Information concerning the quantitative and qualitative disclosure about
market risk is included on pages F-24 and F40 through F-41 of Financial
Information, included in the Company's 1999 Notice of Annual Meeting and Proxy
Statement incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets of the Company as of December 31, 1998 and
1997, and the consolidated statements of income, cash flows, and stockholders'
equity for each of the three years in the period ended December 31, 1998, and
notes to consolidated financial statements, are included on pages F-4 through F-
29 of Financial Information included in the Company's 1999 Notice of Annual
Meeting and Proxy Statement incorporated herein by reference.
Quarterly financial highlights are included on page F-28 of Financial
Information included in the Company's 1999 Notice of Annual Meeting and Proxy
Statement incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
26
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the Company's directors and nominees for director is
included on pages 2 through 4 of the Company's 1999 Notice of Annual Meeting and
Proxy Statement incorporated herein by reference. Information concerning
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is set
forth on page 8 of the Company's 1999 Notice of Annual Meeting and Proxy
Statement incorporated herein by reference.
Information concerning the Company's Executive Officers is included on
pages 18 through 19 of Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation for 1998 is included on pages
8 through 14 of the Company's 1999 Notice of Annual Meeting and Proxy Statement
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning beneficial ownership of the Company's common stock
is included on pages 6 and 7 of the Company's 1999 Notice of Annual Meeting and
Proxy Statement incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
27
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT
1. Financial Statements
The following consolidated financial statements are included on pages F-4
through F-29, Financial Information, included in the Company's 1999 Notice of
Annual Meeting and Proxy Statement incorporated herein by reference:
Management's Report on Financial Statements.
Report of Ernst & Young LLP, Independent Auditors.
Consolidated Statements of Income -- Years ended December 31, 1998, 1997 and
1996.
Consolidated Balance Sheets - December 31, 1998 and December 31, 1997.
Consolidated Statements of Cash Flows -- Years ended December 31, 1998, 1997 and
1996.
Consolidated Statements of Stockholders' Equity -- Years ended December 31,
1998, 1997 and 1996.
Notes to Consolidated Financial Statements.
28
<PAGE>
2. Financial Statement Schedules
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF
CORDANT TECHNOLOGIES INC. (PARENT COMPANY)
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
-------------------------------------------
Year Ended December 31
-------------------------------------------
(in millions, except per share data) 1998 1997 1996
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $643.0 $645.5 $611.7
Operating expenses:
Cost of sales 544.0 554.6 518.7
General and administrative 37.3 33.6 26.7
Research and development 4.1 6.9 7.7
Restructuring and impairment (1.3)
- --------------------------------------------------------------------------------------
Total operating expenses 585.4 595.1 551.8
Income from operations 57.6 50.4 59.9
Equity income of affiliates 103.5 47.0 24.0
Interest income 11.0 6.9 9.2
Interest expense (16.7) (1.4) (2.5)
Other, net 5.5 7.9 (.6)
- --------------------------------------------------------------------------------------
Income before income taxes 160.9 110.8 90.0
Income taxes 18.9 21.3 29.3
Net income $142.0 $ 89.5 $ 60.7
- --------------------------------------------------------------------------------------
Income per share before extraordinary item:
Basic $ 3.89 $ 2.64 $ 1.67
Diluted $ 3.79 $ 2.57 $ 1.64
Net income per share:
Basic $ 3.89 $ 2.45 $ 1.67
Diluted $ 3.79 $ 2.38 $ 1.64
- --------------------------------------------------------------------------------------
Dividends per share $ .40 $ .385 $ .34
- --------------------------------------------------------------------------------------
See note to parent company financial statements.
</TABLE>
29
<PAGE>
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF
CORDANT TECHNOLOGIES INC. (PARENT COMPANY)
BALANCE SHEETS
<TABLE>
<CAPTION>
---------------------
December 31
---------------------
(in millions) 1998 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1.1 $ 1.0
Receivables 58.1 81.7
Inventories 30.5 28.9
Deferred income taxes and prepaid expenses 33.5 26.5
- --------------------------------------------------------------------------------------------------
Total Current Assets 123.2 138.1
Property, Plant and Equipment
Land 11.9 11.8
Buildings and improvements 185.2 208.3
Machinery and equipment 227.7 206.6
- --------------------------------------------------------------------------------------------------
Total Property, Plant and Equipment 424.8 426.7
Less allowances for depreciation (266.5) (265.9)
- --------------------------------------------------------------------------------------------------
Net Property, Plant and Equipment 158.3 160.8
Other Assets
Investment in Subsidiaries 898.8 568.6
Costs in excess of net assets of businesses acquired, net 25.1 26.1
Other noncurrent assets 54.8 47.1
- --------------------------------------------------------------------------------------------------
Total Other Assets 978.7 641.8
- --------------------------------------------------------------------------------------------------
Total Assets $1,260.2 $ 940.7
- --------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 36.0
Accounts payable 22.3 $ 28.6
Accrued compensation 23.9 26.3
Other accrued expenses 20.1 25.2
- --------------------------------------------------------------------------------------------------
Total Current Liabilities 102.3 80.1
Noncurrent Liabilities
Accrued retiree benefits 68.3 67.9
Deferred income taxes 50.1 40.6
Accrued interest and other noncurrent liabilities 76.7 80.7
Long-term debt 260.0 108.0
Inter-company advances from affiliates 34.9 12.9
- --------------------------------------------------------------------------------------------------
Total Noncurrent Liabilities 490.0 310.1
Commitments and contingent liabilities
Stockholders' Equity
Common stock (par value $1.00 per share)
Authorized - 200 shares
Issued - 41.1 and 20.5 shares at December 31, 1998 and 1997
respectively, (includes treasury shares) 41.1 20.5
Additional paid-in capital 47.4 46.0
Retained earnings 658.8 552.0
Accumulated other comprehensive income (loss) (3.9) (3.5)
- --------------------------------------------------------------------------------------------------
743.4 615.0
Less common stock in treasury, at cost
(4.6 and 2.2 shares at December 31, 1998 and 1997 respectively) (75.5) (64.5)
Total Stockholders' Equity 667.9 550.5
- --------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $1,260.2 $ 940.7
- --------------------------------------------------------------------------------------------------
</TABLE>
See note to parent company financial statements.
30
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CORDANT TECHNOLOGIES INC. (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
Year Ended December 31
----------------------------------------------------------
(in millions) 1998 1997 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 142.0 $ 89.5 $ 60.7
Adjustments to reconcile net income to net cash
provided by operating activities:
Restructuring and impairment (1.3)
Depreciation 18.7 19.9 22.8
Amortization 3.5 8.1 8.6
Equity income (103.5) (47.0) (24.0)
Changes in operating assets and liabilities:
Receivables 23.6 3.3 57.3
Inventories (1.6) 4.6 4.6
Accounts payable and accrued expenses (7.0) 9.4 (3.2)
Income taxes 1.9 (19.2) 6.2
Other - net (14.4) (20.4) (13.0)
- --------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 63.2 48.2 118.7
INVESTING ACTIVITIES
Investment in Subsidiaries (232.5) (171.3) (8.8)
Purchases of property, plant and equipment (18.3) (9.5) (20.6)
Proceeds from disposal of assets 2.0 1.4 .7
- --------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (248.8) (179.4) (28.7)
FINANCING ACTIVITIES
Net change in short-term debt 36.0 (88.0)
Issuance of long-term debt 300.0 138.0
Repayment of long-term debt (148.0) (37.5)
Net loans by subsidiaries 22.0 17.7 34.3
Dividends paid (14.6) (14.1) (12.5)
Purchase of common stock for treasury (14.4) (7.9) (.3)
Stock option transactions 4.7 6.1 2.3
- --------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) financing
activities 185.7 102.3 (64.2)
- --------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents .1 (28.9) 25.8
Cash and cash equivalents at beginning of year 1.0 29.9 4.1
- --------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 1.1 $ 1.0 $ 29.9
- --------------------------------------------------------------------------------------------------------------
See note to parent company financial statements.
</TABLE>
NOTE TO PARENT COMPANY FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The condensed financial information of Cordant Technologies Inc. (Parent
Company) presented herein is due to restrictive debt covenants at Howmet
Corporation. The debt covenants require certain net worth ratios to be
maintained; thereby, restricting the payment of cash dividends to Howmet
stockholders including the Company.
The Parent Company only financial statements were prepared with the investments
in its wholly and partially owned subsidiaries stated at cost plus the
undistributed earnings. These statements should be read in conjunction with the
Company's consolidated financial statements, included in the Company's 1999
Notice of Annual Meeting and Proxy Statement and incorporated herein by
reference.
31
<PAGE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
CORDANT TECHNOLOGIES INC.
(dollars in millions)
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS FROM BALANCE AT
DESCRIPTION BEGINNING OF COSTS AND OTHER RESERVES END OF PERIOD
PERIOD EXPENSES ACCOUNTS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CORDANT TECHNOLOGIES INC.
CONSOLIDATED:
For the Year Ended December 31, 1998
Reserves:
Accounts Receivable $ 6.3 1.8 (.3) $ 7.8
Warranty Reserves 19.7 7.4 (3.0) 24.1
For the Year Ended December 31, 1997 *
Reserves:
Accounts Receivable 1.5 1.0 4.0 (.2) 6.3
Warranty Reserves 1.1 4.9 13.7 19.7
For the Year Ended December 31, 1996
Reserves:
Accounts Receivable 1.1 .6 (.2) 1.5
Warranty Reserves $ 1.3 .1 (.3) $ 1.1
- ----------------------------------------------------------------------------------------------------------------
* Began consolidating Howmet's results in December 1997. The addition of
Howmet's reserves are shown in The "Charged To Other Accounts" column.
</TABLE>
All other schedules for which provision is made under the applicable
accounting regulation of the Securities and Exchange Commission are omitted as
they are either not required under the related instructions or are otherwise
inapplicable.
32
<PAGE>
3. Index to Exhibits
Exhibit
Number Description
------- -----------
(3) Certificate of Incorporation and By-Laws.
3.01 Restated Certificate of Incorporation of the Company, effective
July 3, 1989: Incorporated by reference as Exhibit 3 to Form 10-
K for fiscal year ended June 30, 1989.
3.02 Amended By-Laws of the Company: Incorporated by reference to
Annex IV to Proxy Statement/Prospectus dated May 22, 1989, for
Special Stockholders meeting held June 23, 1989.
3.03 Amended By-Laws of the Company dated June 19, 1997 increasing
Board of Directors: Incorporated by reference as Exhibit 3 to
Form 10-K for fiscal year ended June 30, 1997.
3.04 Amended Certificate of Incorporation effective May 5, 1998:
Incorporated by reference as Exhibit 3(i) to Form 10-Q for the
quarterly period ended March 31, 1998.
3.05 Amended and Restated By-Laws effective April 22, 1998:
Incorporated by reference as Exhibit 3(ii) to Form 10-Q for the
quarterly period ended March 31, 1998.
(4) Instruments defining the rights of security holders including
indentures.
4.01 Rights Agreement between Thiokol Corporation and First Chicago
Trust Company of New York: Incorporated by reference to Exhibit
4 to Form 8-A dated May 28, 1997.
4.02 See Exhibits 3.01, 3.02, 3.03, 3.04 and 3.05 above.
4.03 Thiokol Corporation $150,000,000 6-5/8% Senior Notes Due 2008:
Incorporated by reference to Form 8-K dated February 9, 1998.
(10) Material contracts.
10.01 /1/1989 Stock Awards Plan: Incorporated by reference to Annex VI
to Proxy Statement/Prospectus dated May 22, 1989, for special
Stockholders Meeting held June 23, 1989.
33
<PAGE>
10.02 /1/1989 Stock Awards Plan as amended by stockholder approval
October 15, 1993: Incorporated by reference to the definitive
Proxy Statement dated September 11, 1992.
10.03 /1/Survivor Income Benefits Plan, amended through March 24,
1983: Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1989.
10.04 /1/Arrangements whereby the Company compensates its
independent auditors for tax services to certain key
executives for which there is no written document:
Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1989.
10.05 /1/Form of Employment Agreement between the Company and
certain of its executive officers including the Chief
Executive Officer and the other four highest paid executive
officers: Incorporated by reference as Exhibit 10 to Form 10-K
for fiscal year ended June 30, 1989.
10.06 Amended Form of Employment Agreement between certain of its
executive officers including the five most highly compensated:
Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1990.
10.07 Credit Agreement dated September 30, 1993 among Thiokol
Corporation and The First National Bank of Chicago, Bank of
America National Trust and Savings Association, NBD Bank,
N.A., and The Northern Trust Company: Incorporated by
reference as Exhibit 10 to Form 10-K for fiscal year ended
June 30, 1994.
10.08 /1/Thiokol Corporation Pension Plan (Second Restatement
Effective January 1, 1989): Incorporated by reference as
Exhibit 10 to Form 10-K for fiscal year ended June 30, 1994.
10.09 Huck International, Inc. Personal Retirement Account Plan
(Second Restatement Effective as of January 1, 1992):
Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1995.
10.10 Huck International, Inc. Supplemental Executive Retirement
Plan (Effective January 1, 1992): Incorporated by reference as
Exhibit 10 to Form 10-K for fiscal year ended June 30, 1995.
10.11 Stock Purchase Agreement by and among Thiokol Holding
34
<PAGE>
Company, Carlyle-Blade Acquisition Partners L.P., and Blade
Acquisition Corp. dated as of December 13, 1995: Incorporated
by reference as Exhibit 10 to Form 10-Q for the quarterly
period ended December 31, 1995.
10.12 Shareholders' Agreement by and among Thiokol Holding Company,
Carlyle-Blade Acquisition Partners, L.P., and Blade
Acquisition Corp. dated as of December 13, 1995: Incorporated
by reference as Exhibit 10 to Form 10-Q for the quarterly
period ended December 31, 1995.
10.13 Registration Rights Agreement by and between Blade Acquisition
Corp., Thiokol Holding Company and Carlyle-Blade Acquisition
Partners, L.P. dated as of December 13, 1995: Incorporated by
reference as Exhibit 10 to Form 10-Q for the quarterly period
ended December 31, 1995.
10.14 Holding Management Agreement by and between Howmet Corporation
and Thiokol Holding Company dated as of December 13, 1995:
Incorporated by reference as Exhibit 10 to Form 10-Q for the
quarterly period ended December 31, 1995.
10.15 Thiokol Transaction Fee Agreement by and between Howmet
Holdings Acquisition Corp. and Thiokol Corporation dated as of
December 13, 1995: Incorporated by reference as Exhibit 10 to
Form 10-Q for the quarterly period ended December 31, 1995.
10.16 Amended Certificate of Designations, Preferences and Relative,
Participating, Optional, and Other Special Rights of Preferred
Stock and Qualifications, Limitations, and Restrictions
thereof of 9.0% Series A Senior Cumulative Preferred Stock of
Blade Acquisition Corp.: Incorporated by reference as Exhibit
10 to Form 10-Q for the quarterly period ended December 31,
1995.
10.17 Standstill Agreement by and among Thiokol Holding Company,
Thiokol Corporation, Carlyle-Blade Acquisition Partners, L.P.
et al. dated as of December 13, 1995: Incorporated by
reference as Exhibit 10 to Form 10-Q for the quarterly period
ended December 31, 1995.
10.18 Collateral Custodial Agreement by and among Carlyle-Blade
Acquisition Partners L.P., Thiokol Holding Company, and the
First National Bank of Chicago: Incorporated by reference as
Exhibit 10 to Form 10-Q for the quarterly period ended
December 31, 1995.
35
<PAGE>
10.19 Credit Agreement dated as of May 23, 1996, among Thiokol
Corporation and The First National Bank of Chicago.
Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1996.
10.20 Thiokol Corporation 1996 Stock Awards Plan: Incorporated by
reference as Exhibit A to Proxy Statement dated September 20,
1996.
10.21 /1/Thiokol Corporation Supplemental Executive Retirement Plan
amended and restated effective June 16, 1997.
10.22 /1/Thiokol Corporation Executive Bonus Plan as amended and
restated effective June 16, 1997.
10.23 /1/Thiokol Corporation Key Executive Bonus Plan as amended and
restated effective June 16, 1997.
10.24 /1/Thiokol Corporation Key Executive Long-Term Incentive Plan
as amended and restated effective June 16, 1997.
10.25 /1/Huck International, Inc. Excess Benefit Plan for Select
Employees amended and restated effective June 16, 1997.
10.26 /1/Thiokol Corporation Grant Agreement Incentive Stock Option
amended and restated June 16, 1997.
10.27 /1/Thiokol Corporation Grant Agreement Non-qualified Stock
Option amended and restated June 16, 1997.
10.28 /1/Cordant Technologies Inc. Directors Restricted Stock
Agreement dated July 1, 1998.
10.29 Stock Purchase Agreement among Huck International, Inc.,
Harvey Jacobson as Trustee to the Harvey Jacobson Revocable
Trust No. 2, dated as of March 13, 1998.
(11) Statement re computation of per share earnings.
Statement re computation of per share earnings of the Company and
subsidiaries for the three years ended December 31, 1998, 1997, and
1996 are included on page F-18, Financial Information included in the
Company's 1999 Notice of Annual Meeting and Proxy Statement
incorporated herein by reference.
36
<PAGE>
(13) Annual Report to security holders.
Applicable sections of the Annual Report to Stockholders of the
Company for 1998 are contained in Financial Information pages F-1
through F-46 included in the Company's 1999 Notice of Annual Meeting
and Proxy Statement incorporated by reference.
(21) Subsidiaries of the Company.
(23) Consent of Ernst & Young LLP, independent auditors.
(27) Financial Data Schedule.
(b) REPORTS ON FORM 8-K
Form 8-K filed December 8 1998. Item 5 - Other Events - News release
reporting Company response to Boeing Company announcement of lower aircraft
shipments in 1999.
____________
/1/Management contract or compensatory plan or arrangement has been filed as an
Exhibit to this Form 10-K.
37
<PAGE>
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, as of the 18th day of
February 1999.
CORDANT TECHNOLOGIES INC.
(Registrant)
By /s/ Richard L. Corbin
-------------------------------------------
Richard L. Corbin
Executive Vice President and
Chief Financial 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 in the capacities indicated, as of the 18th day of February 1999.
SIGNATURE TITLE
--------- -----
/s/ James R. Wilson Chairman of the Board, President,
- --------------------------- Chief Executive Officer and Director
James R. Wilson (Principal Executive Officer)
/s/ Richard L. Corbin Executive Vice President and Chief
- --------------------------- Financial Officer (Principal Financial
Richard L. Corbin Officer)
/s/ Michael R. Ayers Vice President and Controller
- --------------------------- (Principal Accounting Officer)
Michael R. Ayers
38
<PAGE>
/s/ Neil A. Armstrong Director
- -----------------------------
Neil A. Armstrong
/s/ Michael P.C. Carns Director
- -----------------------------
Michael P.C. Carns
/s/ Edsel D. Dunford Director
- -----------------------------
Edsel D. Dunford
/s/ Robert H. Jenkins Director
- -----------------------------
Robert H. Jenkins
/s/ Steven G. Lamb Director
- -----------------------------
Steven G. Lamb
Director
- -----------------------------
David J. Lesar
Director
- -----------------------------
Charles S. Locke
/s/ D. Larry Moore Director
- -----------------------------
D. Larry Moore
/s/ William O. Studeman Director
- -----------------------------
William O. Studeman
/s/ Donald C. Trauscht Director
- -----------------------------
Donald C. Trauscht
39
<PAGE>
EXHIBIT (21)
SUBSIDIARIES OF CORDANT TECHNOLOGIES INC.
The following is a list of operating subsidiary corporations of the Company
as of December 31, 1998. Certain subsidiaries not considered significant have
been omitted.
State or Other
Jurisdiction
Subsidiary of Incorporation
- ---------- ----------------
Huck International, Inc...................................Delaware
Huck S.A..................................................France
Huck International Ltd....................................United Kingdom
Cordant Technologies Holding Company......................Delaware
Howmet International Inc..................................Delaware
Howmet Corporation........................................Delaware
Howmet Holdings Corporation...............................Delaware
Howmet Cercast (Canada), Inc..............................Canada
Howmet Cercast (U.S.A.), Inc..............................Delaware
Howmet Ltd................................................United Kingdom
Howmet Refurbishment Inc..................................Delaware
Howmet S.A................................................France
Howmet Tempcraft, Inc.....................................Ohio
Thiokol Technologies International, Inc...................Delaware
40
<PAGE>
EXHIBIT (23)
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Cordant Technologies Inc. of our report dated February 8, 1999,
included in the 1999 Notice of Annual Meeting and Proxy Statement.
We also consent to the incorporation by reference in the Registration
Statements Form S-3 No. 333-1753, and Form S-8, Nos. 33-18630, 33-2921, 33-
10316, 2-76672, 2-90885, 33-38322, and 33-22965 pertaining to certain Retirement
Savings and Investment Plans and Stock Option Plans of Cordant Technologies Inc.
of our report dated February 8, 1999, with respect to the consolidated financial
statements of Cordant Technologies Inc. incorporated by reference in the Annual
Report (Form 10-K) of Cordant Technologies Inc. for the year ended December 31,
1998.
Our audits also included the financial statement schedules of Cordant
Technologies Inc. listed in item 14(a). These schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.
ERNST & YOUNG LLP
Salt Lake City, Utah
March 25, 1999
41
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CORDANT
TECHNOLOGIES INC. AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1998, 1997, AND 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS. DATA REFLECTS TWO-FOR-ONE STOCK SPLIT PAID AS A STOCK
DIVIDEND, MARCH 1998.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1998 JAN-01-1997 JAN-01-1996
<PERIOD-END> DEC-31-1998 DEC-31-1997 DEC-31-1996
<CASH> 45 46 33
<SECURITIES> 0 0 0
<RECEIVABLES> 248 242 132
<ALLOWANCES> 8 6 2
<INVENTORY> 252 240 92
<CURRENT-ASSETS> 1315 572 288
<PP&E> 1117 927 603
<DEPRECIATION> 444 377 314
<TOTAL-ASSETS> 2810 2500 818
<CURRENT-LIABILITIES> 1220 384 144
<BONDS> 325 326 0
41 21 21
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 627 530 459
<TOTAL-LIABILITY-AND-EQUITY> 2810 2500 818
<SALES> 2427 1070 865
<TOTAL-REVENUES> 2440 1112 888
<CGS> 1894 861 718
<TOTAL-COSTS> 2118 966 797
<OTHER-EXPENSES> 4 2 1
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 28 4 4
<INCOME-PRETAX> 289 140 87
<INCOME-TAX> 108 41 26
<INCOME-CONTINUING> 142 97 61
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 7 0
<CHANGES> 0 0 0
<NET-INCOME> 142 90 61
<EPS-PRIMARY> 3.89 2.64 1.67
<EPS-DILUTED> 3.79 2.57 1.64
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1998 JAN-01-1998 JAN-01-1998
<PERIOD-END> MAR-31-1998 JUN-30-1998 SEP-30-1998
<CASH> 76 17 29
<SECURITIES> 0 0 0
<RECEIVABLES> 278 283 299
<ALLOWANCES> 6 7 8
<INVENTORY> 236 261 252
<CURRENT-ASSETS> 1359 1334 1356
<PP&E> 952 1037 1089
<DEPRECIATION> 393 400 433
<TOTAL-ASSETS> 2553 2778 2812
<CURRENT-LIABILITIES> 1107 1175 1212
<BONDS> 366 463 415
41 41 41
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 531 569 605
<TOTAL-LIABILITY-AND-EQUITY> 2553 2778 2812
<SALES> 563 1191 1786
<TOTAL-REVENUES> 566 1198 1798
<CGS> 437 928 1391
<TOTAL-COSTS> 491 1038 1542
<OTHER-EXPENSES> 1 2 3
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 13 21
<INCOME-PRETAX> 68 146 231
<INCOME-TAX> 42 53 86
<INCOME-CONTINUING> 33 74 112
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 33 74 112
<EPS-PRIMARY> .90 2.03 3.08
<EPS-DILUTED> .87 1.96 2.99
</TABLE>
