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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
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<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED APRIL 2, 2000
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NO. 1-10348
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PRECISION CASTPARTS CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
OREGON 93-0460598
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4650 S.W. MACADAM AVE., SUITE 440 97201-4254
PORTLAND, OR 97201 (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number, including area code: (503) 417-4800
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
<S> <C>
COMMON STOCK, NEW YORK STOCK EXCHANGE
WITHOUT PAR VALUE
SERIES A PREFERRED STOCK NEW YORK STOCK EXCHANGE
PURCHASE RIGHTS
</TABLE>
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 that 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 / /
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. / /
The aggregate market value of voting stock held by non-affiliates of the
registrant as of June 21, 2000, was $1,154,924,108.
As of the close of business on June 21, 2000, Registrant had 24,671,276 shares
of Common Stock, without par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Exhibit 13, the "Financial Section of the 2000 Annual Report to Shareholders of
Precision Castparts Corp." for the year ended April 2, 2000, is incorporated by
reference in Parts II and IV and appended hereto.
Portions of the Registrant's Proxy Statement to be filed in connection with the
2000 Annual Meeting of Shareholders are incorporated by reference in Part III.
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FORM 10-K
ANNUAL REPORT
TABLE OF CONTENTS
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PAGE
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PART I
Item 1. BUSINESS.................................................... 1
Products and Markets........................................ 1
Sales and Distribution...................................... 10
Major Customers............................................. 11
Backlog..................................................... 12
Competition................................................. 12
Research and Development.................................... 13
Employees................................................... 13
Patents and Trade Secrets................................... 13
Materials and Supplies...................................... 13
Government Regulations...................................... 13
International Operations.................................... 14
Environmental Compliance.................................... 14
Forward-looking Statements.................................. 16
Item 2. PROPERTIES.................................................. 17
Item 3. LEGAL PROCEEDINGS........................................... 17
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.......................................... 17
Item 4a. Executive Officers of the Registrant........................ 18
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS............................... 20
Item 6. SELECTED FINANCIAL DATA..................................... 20
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 20
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK...................................................... 20
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 21
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.................... 21
PART
III
Item 10. DIRECTORS OF THE REGISTRANT................................. 22
Item 11. EXECUTIVE COMPENSATION...................................... 22
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................ 22
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 22
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K....................................... 23
Signatures.................................................. 26
Financial Statement Schedule................................ 28
Report of Independent Accountants........................... 29
</TABLE>
<PAGE>
PART I
ITEM 1. BUSINESS
Precision Castparts Corp. is a worldwide manufacturer of complex metal
components and products. We are the market leader in manufacturing large,
complex structural investment castings, and we are the leading manufacturer of
airfoil investment castings used in jet aircraft engines. In addition, we have
expanded into the industrial gas turbine ("IGT"), structural airframe, fluid
management, industrial metalworking tools and machines and other metal products
markets. Wyman-Gordon Company ("Wyman-Gordon" or "WGC"), which we acquired in
November 1999, is a market leader in high-quality, technologically advanced
forgings for aircraft engines and a leading manufacturer of investment castings
for the aerospace industry and forgings for the IGT and energy markets.
PRODUCTS AND MARKETS
Prior to our acquisition of Wyman-Gordon, our manufacturing of complex metal
components and products included operations in three principal business
segments: Precision Alloy Products, Fluid Management Products and Industrial
Products. Following the acquisition of Wyman-Gordon, we integrated
Wyman-Gordon's financial reporting with our financial reporting. We classified
Wyman-Gordon's operations into business segments according to product
characteristics and combined them with our existing business segments. As a
result, we added Forged Products as an additional business segment of our
operations, and made certain modifications to our other segments, including the
transfer of a small portion of our Precision Alloy Products segment to our
Industrial Products Segment. In light of these modifications, we changed the
name of our "Precision Alloy Products" segment to "Investment Cast Products" to
reflect the primary products produced by that segment. Therefore, our operations
now include four principal business segments: Investment Cast Products, Forged
Products, Fluid Management Products and Industrial Products. Each of these four
business segments is described below.
INVESTMENT CAST PRODUCTS
Our Investment Cast Products segment includes our subsidiaries PCC
Structurals, PCC Airfoils, and Wyman-Gordon Investment Castings. These three
operations manufacture investment castings for aircraft engines, IGT engines,
airframes, medical prostheses and other industrial applications.
INVESTMENT CASTINGS
We are the market leader in manufacturing large, complex structural
investment castings, and we are the leading manufacturer of airfoil investment
castings used in jet aircraft engines. We manufacture investment castings for
every available jet aircraft engine program in production or under development
by our key customers. We are leveraging our experience and expertise in complex
structural and airfoil investment castings to manufacture castings for IGT
engines used for electric power generation, and we have expanded into the
structural airframe market. In addition, we make investment castings for use in
the automotive, medical prosthesis, satellite launch vehicle and general
industrial markets.
Investment casting technology involves a technical, multi-step process that
uses ceramic molds in the manufacture of metal components with more complex
shapes, closer tolerances and finer surface finishes than parts manufactured
using other casting methods. The investment casting process begins with the
creation of a wax pattern of the part to be cast, along with pathways through
which molten metal flows into the ceramic mold. A ceramic shell is then formed
around the wax pattern, followed by removal of the wax from the ceramic shell by
melting and draining the wax. Finally, molten metal is poured into the ceramic
shell, the shell is removed after the metal cools, and the part undergoes final
processing and inspection.
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Because of the complexity of the manufacturing process and the application
of proprietary technologies, we believe we currently are the only manufacturer
that can consistently produce the largest complex structural investment castings
in quantities sufficient to meet our customers' quality and delivery
requirements. Our emphasis on low cost, high-quality products and timely
delivery has enabled us to become one of the leading suppliers of structural and
airfoil castings for jet aircraft engines, to increase our share of the IGT
casting market, and to expand into the structural airframe market.
The commercial aerospace market cycle is a critical determinant of demand
for our precision investment casting products. Beginning in 1995, demand for
aerospace investment castings strengthened, primarily due to increased demand
from the commercial aerospace industry, which had been in a cyclical downturn
since 1991. However, during fiscal 1999, demand decreased in the commercial
aerospace market as worldwide aircraft production reached its peak. The decrease
in demand was due in part to a decline in wide-body aircraft orders for the
Asian market where depressed economic conditions curbed spending for new
aircraft. This decreased demand continued through fiscal 2000.
Large jet aircraft engines are manufactured by a small number of suppliers,
including General Electric, Pratt & Whitney, Rolls-Royce and several joint
ventures. As a result, we believe a high level of customer service and strong
long-term customer relationships will continue to be important to achieving our
goals. We have been supplying castings for jet engines to GE for more than
25 years, and we have been supplying Pratt & Whitney (a division of United
Technologies) with castings for more than 20 years for its military jet engines
and more than 15 years for its commercial jet engines. In addition, we have
supplied small structural investment castings to Rolls-Royce for more than
10 years, and we have more recently begun supplying Rolls-Royce with large,
structural castings for use in its new Trent series of aircraft jet engines. As
we have been able to cast larger and more complex parts, manufacturers of large
jet aircraft engines have made increasing use of our structural castings.
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The following table identifies major jet aircraft engines currently in
production that incorporate investment castings produced by us.
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GE PRATT & WHITNEY ROLLS-ROYCE JOINT VENTURES
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Boeing
<S> <C> <C> <C> <C>
717 BR715(1)
737-300/400/500 CFM56-3(2)
737-NG CFM56-7(2)
747-400 CF6-80C2 PW4000, 4168, RB211-524
4056, 4060
757-200/300 PW2000, 2040, RB211-535
2037, 2043
757-PF PW2040, 2042,
2043
767-200/300/400 ER CF6-80C2 PW4000, 4168 RB211-524G
4173
777-200/300/X GE90 PW4000, 4084, Trent 800, 8104
4088,
4090, 4098
C-17 F117
F-15 F100
F-18 F404, F414
Airbus Industrie
A300-600/B2/B4 CF6-80/C2 PW4000
A310-200/300 CF6-80A1/C2 PW4000
A319/A320/A321 CFM56-5A/B(2)
V2500, V2530,
V2533(3)
A330-200/300 CF6-80E1/E2 PW4168 Trent 700, 772
A340-200/300/800 CFM56-5C(2)
A340-500/600 Trent 500
Lockheed Martin
F-16 F100, F110 F100
F-22 F119
</TABLE>
(1) Represents engines produced by BMW Roll-Royce AeroEngines, a joint venture
of BMW and Rolls-Royce.
(2) Represents engines of CFM International ("CFMI"), a joint venture of GE and
Snecma, a major French aerospace company. CFMI has used the Company's
castings in its CFM56 jet engines for more than 20 years.
(3) Represents engines produced by International Aero Engines ("IAE"), a joint
venture of Pratt & Whitney, Rolls-Royce, Motoren-und Turbinen-Union,
FiatAvio and Japanese Aero Engine Corporation.
AEROSPACE STRUCTURAL CASTINGS
Our structural castings business includes the largest diameter stainless
steel, nickel-based superalloys and titanium investment castings in the world,
as well as a variety of smaller structural castings. These castings are
stationary components that form portions of the fan, compressor,
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combustion and turbine sections of the jet aircraft engine, where strength and
structural integrity are critical. Structural investment castings are sold
primarily as original equipment to jet aircraft engine manufacturers.
We believe that trends in the manufacturing of aircraft jet engines will
continue to increase our revenues per engine. As the design of new generation
aircraft engines has emphasized increased thrust, higher fuel efficiency and
reduction of noise and exhaust emissions, engine operating temperatures and
pressures have increased. These conditions require the use of engine parts made
of alloys that are able to withstand extreme operating conditions and provide an
optimum strength-to-weight ratio. Many of these alloys are particularly suited
for use in the investment castings we manufacture. In addition, titanium, a
metal with a lower melting temperature than stainless steel or superalloys, is
used in all but the hottest parts of the engine because of its considerable
weight savings. Titanium is an exceptionally difficult metal to cast because of
its reactivity to other elements. However, we have developed the necessary
technology and manufacturing processes to cast large, complex investment
castings in titanium alloys. Many new generation engines, which are expected to
be built through the next decade and beyond, make significantly greater use of
our products than did previous engine designs. We manufacture structural
investment castings for all three jet aircraft engines used on the Boeing 777
aircraft, and we are the sole supplier of structural investment castings for the
GE90 jet engine. We also manufacture the intermediate case and the tail bearing
housing for the new Rolls-Royce Trent series of engines. These are the largest
structural investment castings for jet aircraft engines in the world.
We have also expanded into the structural airframes market through the
production of airframe components manufactured primarily from titanium and
aluminum alloys. Aircraft manufacturers have begun to show substantial interest
in using investment castings for airframe applications such as titanium aileron
and flap hinges, pylons (engine mounts), wing spars and wing ribs, as well as
aluminum alloy nacelle segments (thrust reversers), cascades, aircraft access
doors, electronic boxes and pump housings for hydraulic and fuel systems.
AEROSPACE AIRFOIL CASTINGS
We manufacture precision cast airfoils, which include the stationary vanes
and rotating blades used in the turbine section of aircraft jet engines. This
engine section is considered the "hot" section, where temperatures may exceed
2,400 degrees Fahrenheit. These conditions require use of superalloys and
special casting techniques to manufacture airfoil castings with internal cooling
passageways that provide both high performance and longer engine life.
We use various casting technologies to produce turbine airfoils. We employ
conventional casting processes to produce equiaxed airfoil castings, in which
the metal grains are oriented randomly throughout the casting. A more advanced
process enables us to produce directionally solidified ("DS") airfoil castings,
in which the metal grains are aligned longitudinally. This alignment decreases
the internal stress on the weakest portion of a metal part where the various
grains adjoin, thereby providing increased strength and improved efficiencies in
engine performance over equiaxed parts. An even more advanced process enables us
to produce single crystal ("SX") airfoil castings, which consist of one large
superalloy crystal without grain boundaries. SX castings provide greater
strength and performance characteristics than either equiaxed or DS castings, as
well as longer engine life.
As engine sizes grow to generate greater thrust for larger aircraft, the
turbine sections of these engines must work harder and burn hotter. As a result,
the major aircraft engine manufacturers have increasingly been designing their
engines with DS and SX blades. The DS and SX cast airfoils we build, with their
complex cooling passages, have been instrumental in enabling these engines to
operate at higher temperatures. SX cast airfoils are used both in new and
redesigned engines, particularly in jet engines used in military applications
where performance requirements are higher, and blade life is shorter than in
commercial engines.
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The demand for aerospace airfoil castings is determined primarily by the
number and type of engines required for new jet aircraft, the frequency of
engine repairs and the inventory levels of replacement parts maintained by the
principal jet aircraft engine manufacturers and repair centers. A jet engine's
airfoil components have shorter useful lives than structural investment castings
and are replaced periodically during engine maintenance. As a result, our sales
of aerospace airfoil castings are less affected by the cyclical patterns of the
aerospace industry than are our sales of structural investment castings. The
timing for replacement of aerospace airfoil castings principally depends on the
engine's time in service and the expected life of the airfoil casting. Based
upon information from our major customers, we believe that approximately
50 percent of our sales of cast airfoils are used as replacement parts.
IGT CASTINGS
In fiscal 1994, we began to focus on the manufacture of airfoil castings for
IGT engines. We targeted this market because (1) the performance and reliability
standards we have developed in the manufacture of aerospace airfoil castings are
applicable to the manufacture of IGT airfoils, (2) the worldwide market for IGT
airfoils is large (approximately $500 million) and growing, and (3) there are a
small number of suppliers in this market. Our IGT products consist of airfoil
castings and high-temperature combustion hardware used in large, land-based gas
turbines designed for electrical power generation. In addition, we manufacture
structural and airfoil castings for aircraft-derivative gas turbine engines,
which are also used for power generation as well as other industrial and
military land and marine-based applications.
IGT manufacturers have significantly improved the efficiency and reduced the
pollution profiles of industrial gas turbines, principally by incorporating
advanced components not only in new engines but also in the refurbished and
upgraded turbines in the field. We have leveraged our DS and SX airfoil casting
knowledge from the aerospace market into the IGT market to produce blades and
vanes that are better able to withstand the extreme heat and stresses of new
higher-temperature gas turbines. IGT engines are built with investment castings
that are similar, but generally larger, than blades and vanes manufactured by us
for the aerospace market. Because of their size, IGT airfoils are more difficult
to cast than smaller aerospace airfoils with the same properties.
Since industrial gas turbines are primarily used in electrical power
generation, castings sales for new IGT engines are tied to the growth of global
electricity consumption, while demand for replacement parts depends on the size
and usage rate of the installed base. Gas turbine power generation has several
advantages over other power-generation methods, such as coal and nuclear-
powered facilities, including lower average capital cost, shorter installation
and regulatory approval time, ease of adding a new industrial gas turbine engine
to an existing power plant to increase output and the clean-burning
characteristics of natural gas. We believe these advantages have led to the
increased demand for gas turbine engines.
OTHER INVESTMENT CASTING PRODUCTS
Our strategy for profitable growth also includes the pursuit of new
opportunities for our existing investment casting technology. We have been
expanding the application of our investment casting technology in the
automotive, medical prosthesis, satellite and general industrial markets by
manufacturing such products as turbocharger wheels, artificial hips and knees,
parts for satellite launch vehicles and impellers for pumps and compressors.
The Investment Cast Products segment accounted for approximately 58 percent
of our sales in fiscal 2000. Products of this segment are sold primarily to the
aerospace and IGT markets.
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FORGED PRODUCTS
We are among the leading manufacturers of forged products for the aerospace,
industrial gas turbine, and energy markets. Our Forged Products segment was
added as a result of our acquisition of Wyman-Gordon and consists of the forging
operations of Wyman-Gordon. Forged Products' aerospace and IGT sales primarily
derive from the same large engine customers served by the Investment Cast
Products segment, with additional aerospace sales going to manufacturers of
landing gear and other airframe components. Similarly, the dynamics of the
aerospace and IGT markets, as described in the Investment Cast Products section,
above, are virtually the same for Forged Products.
We manufacture components from sophisticated titanium and nickel alloys for
jet engines including fan discs, compressor discs, turbine discs, seals,
spacers, shafts, hubs and cases. Our airframe structural components are used on
both commercial and military aircraft and include landing gear beams, bulkheads,
wing spans, engine mounts, struts, wing hinges, wing and tail flaps and
housings. These parts may be made of titanium, steel and other alloys. We
provide forged products for use in power plants worldwide as well as in oil and
gas industry applications. These products include discs, spacers and valve
components for land-based steam turbine and gas turbine engines, and include
shafts, cases and compressor and turbine discs for marine gas engines. We also
produce a variety of mechanical and structural tubular forged products,
primarily in the form of extruded seamless pipe, for the domestic and
international energy markets, which include nuclear and fossil-fueled power
plants, co-generation projects and retrofit and life-extension applications. For
naval defense applications, we supply forged components for propulsion systems
for nuclear submarines and aircraft carriers, as well as forgings for pumps,
valves and structural applications.
Our forging business, which employs five different manufacturing processes,
involves heating titanium, steel, or high-temperature nickel alloys, and then
shaping it through pressing or extrusion, using hydraulic presses with
capacities ranging up to 55,000 tons. The process employed is determined based
on the raw materials and the product application. The five manufacturing
processes are summarized below:
OPEN-DIE FORGING--In this process, the metal is pressed between dies that
never completely surround the metal, thus allowing it to be observed during
the process. This manufacturing method is used to create relatively simple,
preliminary shapes to be processed further by closed-die forging.
CLOSED-DIE FORGING--Closed-die forging involves pressing heated metal into
required shapes and sizes determined by machined impressions in specially
prepared dies that completely surround the metal. This process allows the
metal to flow more easily within the die cavity and, thus, produces forgings
with superior surface finish and tighter tolerances, with enhanced
repeatability of the part shape.
CONVENTIONAL/MULTI-RAM--The closed-die, multi-ram process, which is employed
on our 20,000 and 30,000 ton presses, enables us to produce complex forgings
with multiple cavities, such as valve bodies, in a single heating and
pressing cycle. Dies may be split on either a vertical or a horizontal
plane, and shaped punches may be operated by side rams, piercing rams, or
both. This process also optimizes grain flow and uniformity of deformation
and reduces machining requirements.
ISOTHERMAL FORGING--Isothermal forging is a closed-die process in which the
dies are heated to the same temperature as the metal being forged, typically
in excess of 1,900 degrees Fahrenheit. Because the dies may oxidize at these
elevated temperatures, this process is performed in a vacuum or inert gas
atmosphere. Our isothermal press produces near-net shape components,
requiring less machining by our customers.
EXTRUSION--The extrusion process is capable of producing thick-wall,
seamless pipe, with outside diameters of up to 48 inches and a wall
thickness from 0.5 inches up to seven inches for applications in the power
generation and oil and gas industry, including tension leg platforms, riser
systems, and production manifolds. Our 35,000-ton vertical extrusion press
is one of the largest and most advanced in the world. In addition to solid
metals, powdered materials can be compacted and extruded into forging
billets with this press.
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We believe that we are the world leader in producing forged rotating
components for use in jet aircraft engines. These parts are forged from
purchased ingots that are converted to billets in our cogging presses and from
metal powders (primarily nickel alloys) that are produced, consolidated and
extruded into billets entirely in our own facilities.
The Forged Products segment accounted for approximately 12 percent of our
sales in fiscal 2000. Products of this segment are sold primarily to the
aerospace, IGT and energy and fluid management markets.
FLUID MANAGEMENT PRODUCTS
The Fluid Management Products segment includes all of the businesses within
our subsidiary, PCC Flow Technologies. We entered the fluid management market in
July 1996 with the acquisition of the NEWFLO Corporation. Subsequent
acquisitions, which included Crown Pumps, OIC Valves, Baronshire Engineering,
Environment/One, TBV, Sterom, Reiss Engineering, MMG, Valtaco, Technova and
ConVey, have enabled PCC Flow Technologies to further expand its product lines
and markets.
We design, manufacture, market and service a broad range of high-quality
fluid-handling industrial valves and pumps. Our finished fluid management
products are manufactured primarily from castings, forgings and fabricated steel
parts. We sell these products worldwide under well-established brand names to a
wide range of end-user markets.
The manufacturing process for fluid management products requires knowledge
of multiple metal-forming and processing technologies, including casting,
machining, welding, heat treating, assembly and processing of metal components.
Testing procedures, materials management and traceability, and quality control
are also important aspects of our operations.
We use our substantial knowledge of fluid management technologies, complex
metal component manufacturing techniques and our end-user markets to develop,
produce and sell engineered valves and pumps that we believe provide customer
benefits superior to those of other manufacturers. Many of the products we offer
are customized to end-user requirements or designed for specialized
applications. Our maintenance, repair and service centers, extensive
distribution network and inventory of products enable us to provide responsive
service and timely deliveries to customers, thereby enhancing the marketability
of our products. We believe our brand names, quality products and responsive
service network also lead to repeat orders, stable demand and customer loyalty.
VALVES
We manufacture and market specialty industrial and general purpose valves,
fittings and flanges, principally for the chemical, refining, energy, pulp and
paper, and marine markets. Our valve products consist primarily of multi-turn
industrial valves, check valves, quarter-turn industrial ball and plug valves,
double-block-and-bleed valves, dual-expanding plug valves, four-way diverter
valves and valve operators, stainless steel butterfly valves and
corrosion-resistant titanium ball valves. Many of our valves are manufactured
under contract by ISO 9000-qualified oversees suppliers to precise industry and
end-user standards. The valve designs are developed and modified by our
engineering staff for particular applications as determined by market conditions
and end-user applications. We market our valve products under several brand
names, including General Valve, NEWCO, TECHNO, Barber, TBV, OIC, Sterom, Reiss
and Technova. We believe our General Valve positive shut-off, double-
block-and-bleed valve and our Technocheck hinged check valves are among the most
technologically advanced products of these types sold in the fluid control
market.
PUMPS
We manufacture and market a complete line of general purpose and specialty
pumps for power, cogeneration, geothermal, municipal, residential and industrial
(including petroleum, chemical, mining,
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marine, and pulp and paper) applications. We also supply repair parts and
service for pumps. Our pump products consist primarily of single-suction and
double-suction centrifugal pumps, submersible and non-clog pumps, booster pump
systems, vertical turbine, mixed-flow and axial-flow pumps and grinder pumps. We
are one of the few pump manufacturers that produce large vertical pumps over 36
inches in diameter. The capacities of certain of our pumps extend up to heads of
3,400 feet and flows up to 230,000 gallons per minute. We market our pump
products under several brand names, including Johnston, PACO, Crown and E/One.
We believe our Johnston vertical turbine pumps, our PACO booster systems and
"Smart Pumps" and our E/One low-pressure sewer systems are among the leading
products of these types sold in the fluid handling market.
SERVICES
We maintain a number of service and repair facilities as well as stocking
warehouses in the U.S. and Canada, which provide aftermarket maintenance,
repair, pre-sale modification services and inventory availability for our large
installed base of fluid management products, as well as repair and replacement
of fluid management products of other manufacturers. The market for replacement
units, repair parts and repair services generally offers us higher margins and
is less dependent on industry economic conditions than the market for equipment
for new industrial facilities. We believe approximately 32 percent of our sales
of fluid management products are derived from after-market service and repair
activities.
The Fluid Management Products segment accounted for approximately 17% of our
sales in fiscal 2000. Products of this segment are sold primarily to the energy
and fluid management market.
INDUSTRIAL PRODUCTS
The Industrial Products segment includes our subsidiaries PCC Specialty
Products, Inc., J&L Fiber Services, Inc. and Advanced Forming Technology, Inc.
("AFT"). PCC Specialty Products manufactures both a broad range of cold-forming
header and threader tools, gundrills and machines for vertical and horizontal
boring, fastener production and gundrilling, principally for automotive and
other applications. Our tooling business includes product lines manufactured by
Reed-Rico-Registered Trademark-, Astro Punch-Registered Trademark- and Eldorado.
Our machines business includes product lines manufactured by PCC Olofsson, PCC
Pittler, Reed-Rico-Registered Trademark- and Eldorado. J&L Fiber Services
produces refiner plates and screen cylinders for use in the pulp and paper
industry. AFT manufactures metal-injection-molded, metal-matrix-composite, and
ThixoFormed-TM- components for numerous industrial applications.
We maintain leading positions in our served markets for industrial
metalworking tools, and we have strong market positions in the manufacture of
metalworking machines for general industrial markets. We entered these markets
in March 1995 with the acquisition of Quamco, Inc. Since that time, we have
increased our presence in the industrial metalworking tools and machines markets
with three additional acquisitions. The acquisitions of Olofsson and Astro
Punch, both acquired in fiscal 1997, and PCC Pittler, acquired in fiscal 1998,
complemented our capabilities as a leading manufacturer of highly engineered
industrial metalworking tools and machines. In fiscal 1998, we acquired J&L
Fiber Services, Inc., a manufacturer of metal refiner plates and screen
cylinders for the pulp and paper industry.
We believe we have been able to maintain our leading market positions due to
the quality of our products, the continued development of new technologies,
brand name recognition and customer service.
METALWORKING TOOLS
We design, manufacture and distribute a wide variety of precision
metalworking tools to industrial companies that serve the automotive, appliance,
construction, farm equipment, medical and aerospace industries. Our industrial
metalworking tools consist primarily of heading, threading and gundrilling
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<PAGE>
tools. Our heading and threading tools are principally used to manufacture
fasteners, and our gundrilling tools are used to drill precision holes to very
close tolerances in such products as turbine engines, engine blocks, cylinder
heads, transmission shafts, connecting rods and medical prostheses.
METALWORKING MACHINES
We design, manufacture and distribute several types of metalworking machines
primarily for the automotive industry. Our industrial metalworking machines
include threading machines and attachments, gundrilling machines and
computer-controlled specialized machine systems for boring and turning
applications. Our threading machines and attachments are used to form a variety
of threaded parts and fasteners.
REFINER PLATES AND SCREEN CYLINDERS
We are the world leader in the design, manufacture and sale of refiner
plates to the pulp and paper production markets. Refiner plates, which are
highly engineered metal castings, are an integral part of the wood pulping
process. Refiner plates separate wood chips into component fibers as pulp is
transported through the system. The design of the refiner plate affects the
ultimate quality of the paper produced. In addition, we manufacture conventional
and rebuildable screen cylinders. Screen cylinders are metal filtering devices
that separate the usable wood fiber from undesirable elements in the pulp slurry
mix. More than 90 percent of J&L Fiber Services' sales are used as replacement
parts.
METAL-INJECTION-MOLDED, METAL-MATRIX-COMPOSITE, AND THIXOFORMED-TM- COMPONENTS
We are the largest producer of powdered metal parts manufactured by a
metal-injection-molding ("MIM") process. We are also a leading supplier of
tungsten carbide cutting tools and wear parts manufactured by a powdered metal
press and sinter process. In addition, we manufacture advanced technology,
lightweight, net-shape, metal-matrix-composite parts that are made by combining
aluminum and silicon carbide ("AlSiC," a registered trademark of the Company)
using a patented pressure-infiltration-casting process. We have also expanded
into ThixoForming-TM-, an advanced technology alternative to conventional die
casting in which materials such as magnesium, aluminum or zinc are injected in a
semi-solid (thixotropic) state into a mold under vacuum conditions. The result
is a high-density, complex component with superior materials properties and
precise dimensional tolerances as compared to a die-cast part. We believe these
businesses have the potential for rapid growth and complement our core
competencies in metals, precision metalworking and the management of complex
manufacturing processes.
The MIM process is particularly well-suited to high volume production of
small, complicated metal parts for numerous industries, including computer
peripherals, medical instruments, electronics, automotive, power tools and
firearms. We sell tungsten carbide parts to various industrial markets, and we
use these parts internally in our gundrilling operations. Metal-matrix-composite
parts, which have high thermal conductivity and tightly controlled thermal
expansion characteristics, are used in electronic applications that require heat
dissipation and are used in automotive, telecommunication, aerospace and
computer products. ThixoFormed-TM- components are used in automotive, electronic
and other consumer products. We believe our broad range of products and high
standards of craftsmanship offer growth opportunities in numerous industry
applications.
The Industrial Products segment accounted for approximately 13 percent of
our sales in fiscal 2000. Products of this segment are sold primarily to the
machine tools, general industrial and other and pulp and paper markets.
9
<PAGE>
SALES AND DISTRIBUTION
The Company sells its complex metal components and products into six major
market areas: aerospace, energy and fluid management, industrial gas turbines,
machine tools, pulp and paper and general industrial and other. The percentage
of sales to these markets is shown below for fiscal years 2000, 1999, and 1998.
FISCAL 2000
Sales $1,673.7 million
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AEROSPACE 50%
<S> <C>
Energy & Fluid Management 20%
Industrial Gas Turbine 13%
Machine Tools 8%
Pulp & Paper 4%
General Industrial and Other 5%
</TABLE>
50% Aerospace
20% Energy & Fluid Management
13% Industrial Gas Turbine
8% Machine Tools
4% Pulp and Paper
5% General Industrial and Other
FISCAL 1999
Sales $1,471.9 million
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AEROSPACE 51%
<S> <C>
Energy & Fluid Management 21%
Industrial Gas Turbine 7%
Machine Tools 9%
Pulp & Paper 5%
General Industrial and Other 7%
</TABLE>
51% Aerospace
21% Energy & Fluid Management
7% Industrial Gas Turbine
9% Machine Tools
5% Pulp and Paper
7% General Industrial and Other
10
<PAGE>
FISCAL 1998
Sales $1,316.7 million
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AEROSPACE 53%
<S> <C>
Energy & Fluid Management 20%
Industrial Gas Turbine 5%
Machine Tools 13%
Pulp & Paper 2%
General Industrial and Other 7%
</TABLE>
53% Aerospace
20% Energy & Fluid Management
5% Industrial Gas Turbine
13% Machine Tools
2% Pulp and Paper
7% General Industrial and Other
Our sales to the aerospace market of $846.7 million in fiscal 2000 increased
12 percent from $746.2 million in fiscal 1999. Sales to the aerospace market as
a percentage of total net sales, however, declined slightly from 51 percent in
fiscal 1999 to 50 percent in fiscal 2000, reflecting higher growth in the IGT
market. During the latter part of fiscal 1999 and throughout fiscal 2000, sales
of aircraft engine components for original equipment applications (OEM) declined
as a result of reductions in aircraft build rates and customer inventory
adjustments. Our expansion into structural airframe components and the growth in
airfoil replacement parts to support a larger worldwide fleet of aircraft has
mitigated the impact of a soft aerospace market.
Our sales of investment castings and forged products are made through direct
sales personnel located in each business operation and through field sales
representatives located at U.S. and international locations near our major
customers. Industrial metalworking tools, industrial metalworking machines and
other metal products are sold by both internal sales forces and sales
representatives in the U.S., Europe, Asia and Latin America. Our fluid
management products and services are also sold by a direct sales and marketing
staff and through a worldwide network of independent sales representatives and
distributors. Due to the sophisticated nature of our products, our sales efforts
require technical personnel to work closely with customers to identify and
assist in the development of new and modified products and to provide other
services that are necessary to obtain new and repeat orders.
MAJOR CUSTOMERS
The Investment Cast Products and Forged Products segments had sales to
General Electric and United Technologies as follows (amounts in millions):
<TABLE>
<CAPTION>
FISCAL
------------------------------
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
General Electric............................................ $263.6 $162.2 $159.2
United Technologies......................................... $152.2 $139.8 $152.8
</TABLE>
11
<PAGE>
The Forged Products segment represented $66.3 million and $9.6 million of
the sales to General Electric and United Technologies, respectively in fiscal
2000. The remaining sales to these two customers are attributable to the
Investment Cast Products segment. No other customer accounted for more than
10 percent of sales.
BACKLOG
The backlog of unfilled orders believed to be firm at the end of each of our
last three fiscal years was $1,322.2 million as of April 2, 2000,
$719.9 million as of March 28, 1999, and $795.8 million as of March 29, 1998.
The majority of the backlog is for sales to aerospace customers in the
Investment Cast Products and Forged Products segments. The significant increase
in fiscal 2000 backlog is primarily due to the acquisition of Wyman-Gordon.
The majority of sales to customers are made on individual purchase orders.
Most of our orders are subject to termination by the customer upon payment of
the cost of work in process plus a related profit factor. Historically, we have
not experienced significant order cancellations.
COMPETITION
We are subject to substantial competition in all of the markets we serve.
Components and products similar to those made by us can be made by competitors
using either the same types of manufacturing processes or other forms of
manufacturing. Although we believe our manufacturing processes, technology and
experience provide advantages to our customers, such as high quality,
competitive prices and physical properties that often meet more stringent
demands, alternative forms of manufacturing can be used to produce many of the
components and products made by us. Despite intense competition, we believe we
are the number one or two supplier in most of our principal markets. Several
factors, including long-standing customer relationships, technical expertise,
state-of-the-art facilities and dedicated employees, aid us in maintaining our
competitive advantages.
In the Investment Cast Products segment, our principal competitor is Howmet
International, Inc. ("Howmet"). Howmet produces stainless steel, superalloy,
aluminum and titanium investment castings principally for the aerospace and IGT
markets. Although we are the market leader for cast airfoils used in jet
aircraft engines, Howmet is believed to hold in excess of 50 percent of the
total market for cast airfoils, principally due to its substantial position in
the IGT market. We believe that Howmet is capable of producing structural
castings comparable to all but the largest and most complex of our structural
investment castings. We also believe Howmet has the financial and technical
resources to produce structural castings as large and complex as those produced
by us, should they decide to do so. Many other companies throughout the world
also produce stainless steel, superalloy, aluminum or titanium investment
castings, and some of these companies currently compete with us in the aerospace
and other markets. Others are capable of competing with us if they choose to do
so.
In the Forged Products segment, our largest competitors are Ladish Co.,
Fortech, S.A. and Thyssen AG for aerospace turbine products; Alcoa Corporation
and Schultz Steel Company for aerospace structural products; and Mannesmann A.G.
and Sumitomo Corporation for energy products. In the future, we may face
increased competition from international companies as customers seek lower cost
sources of supply.
International competition in the forging and casting processes may also
increase in the future as a result of strategic alliances among aircraft prime
contractors and foreign companies, particularly where "offset" or "local
content" requirements create purchase obligations with respect to products
manufactured in or directed to a particular country. Competition is often
intense among the companies currently involved in the industry. We continue to
strive to maintain competitive advantages with high quality products, low cost
manufacturing, excellent customer service and delivery, engineering and
production expertise.
12
<PAGE>
In the Fluid Management Products and Industrial Products segments, we
compete with a large number of companies in each of the markets served. The
major competitive factors affecting these other business areas include product
design and quality, performance characteristics, pricing and product
availability.
RESEARCH AND DEVELOPMENT
We maintain separate research and development departments at PCC
Structurals, PCC Airfoils, Wyman-Gordon and PCC Flow Technologies. The research
and development effort at these locations is directed at the scientific aspects
of developing new and improved manufacturing processes. These research and
development expenditures amounted to $6.2 million in fiscal 2000, $4.0 million
in fiscal 1999, and $2.9 million in fiscal 1998, with the majority of the
amounts attributable to the Investment Cast Products and Forged Products
segments. A substantial amount of our technological capability is the result of
engineering work and experimentation performed in connection with process
development and production of new parts. This engineering work and
experimentation is charged to the cost of production and is not included in
research and development expenditures.
EMPLOYEES
At April 2, 2000, we employed 13,090 people, including 8,032 people in the
Investment Cast Products segment, 1,825 people in the Forged Products segment,
1,718 people in the Fluid Management Products segment, 1,491 people in the
Industrial Products segment and 24 people in corporate functions. Approximately
21 percent of these employees have union affiliation or are covered by
collective bargaining agreements. The Company is expected to negotiate four
union contracts or collective bargaining agreements affecting 3 percent of the
workforce during fiscal 2001. Management believes that labor relations in the
Company have generally been satisfactory.
PATENTS AND TRADE SECRETS
From time to time we seek U.S. and foreign patent protection on certain of
our processes and products. We have also federally registered several of our
trademarks in the U.S. We do not view patents or trademarks as materially
important to our business as a whole. We also have rights and obligations under
various license agreements. We receive no significant royalty income from
patents.
MATERIALS & SUPPLIES
We use a number of raw materials in our products, including certain metals
such as cobalt, titanium, nickel and molybdenum, which are found in only a few
parts of the world. These metals are required for the alloys used in our
investment castings and forged products. The availability and costs of these
metals may be influenced by private or governmental cartels, changes in world
politics, unstable governments in exporting nations and inflation. Similarly,
supplies of tool grade steel used by us may also be subject to variation in
availability and cost. We enter into option contracts to hedge the price of
nickel and have escalation clauses in certain of our long-term contracts with
major customers. Shortages of, and price increases for, certain raw materials
used by us have occurred in the past and may occur in the future. Future
shortages or price fluctuations in raw materials could have a material adverse
effect on us.
GOVERNMENT REGULATIONS
Certain of our products are manufactured and sold under U.S. government
contracts or subcontracts. Consequently, we are directly and indirectly subject
to various federal rules, regulations and orders applicable to government
contractors. Violation of applicable government rules and
13
<PAGE>
regulations could result in civil liability, in cancellation or suspension of
existing contracts or in ineligibility for future contracts or subcontracts
funded in whole or in part with federal funds.
INTERNATIONAL OPERATIONS
We purchase products from and supply products to businesses located outside
the U.S. Certain risks are inherent in international operations, including the
risk of government financed competition, changes in trade policies, tariff
regulations, the relative stability of certain foreign currencies and
difficulties in obtaining U.S. export and import licenses. We have been
expanding our international activities during the past several years, primarily
through acquisitions and the development of foreign subsidiaries. This expansion
is part of our strategy to acquire businesses that complement our core
competencies and have strong growth prospects and maintain leading position in
their respective market niches. Information with respect to sales and assets by
geographic area is incorporated herein by reference to the "Notes to
Consolidated Financial Statements" in Exhibit 13, the "Financial Section of the
2000 Annual Report to Shareholders of Precision Castparts Corp."
ENVIRONMENTAL COMPLIANCE
We are subject to federal, state and local environmental laws and
regulations concerning, among other things, wastewater, air emissions, toxic use
reduction and hazardous materials disposal. We conduct our operations at
industrial sites where hazardous materials have been managed for many years,
including periods before careful management of these materials was required or
generally believed to be necessary. Consequently, we are subject to various
environmental laws that impose compliance obligations and can create liability
for historical releases of hazardous substances. Environmental legislation and
regulations and related administrative policies have changed rapidly in recent
years. It is likely that we will be subject to increasingly stringent
environmental standards in the future (including those under the Clean Air Act
Amendments of 1990, the Clean Water Act Amendments of 1990, stormwater permit
programs and toxic use reduction programs) and that we will be required to make
additional expenditures, which could be significant, relating to environmental
matters on an ongoing basis. We own properties or conduct or have conducted
operations at properties, including properties acquired in recent acquisitions,
which have been contaminated with hazardous substances and for which further
investigation and remediation is likely to be necessary.
Our financial statements include reserves for future costs arising from
environmental issues relating to these properties and our operations. Our actual
future expenditures, however, for installation of and improvements to
environmental control facilities, remediation of environmental conditions at our
properties and other similar matters cannot be conclusively determined. At
April 2, 2000, we had accrued aggregate environmental reserves of
$38.8 million, which included reserves for Wyman-Gordon environmental matters,
as well as our other subsidiaries. Although we have recorded these reserves for
environmental matters, we cannot assure you that these reserves are adequate to
cover the cost of remedial measures that may eventually be required by
environmental authorities with respect to known environmental matters or related
liabilities and the cost of claims that may be asserted by such authorities or
private parties in the future with respect to matters about which we are not yet
aware. Accordingly, the costs of environmental claims may exceed the amounts
reserved.
Our environmental reserves of $38.8 million at April 2, 2000 include
approximately $30.0 million of reserves accrued by Wyman-Gordon for cleanup
expenses and other costs associated with environmental issues. These reserves
include amounts for expected cleanup expenses for Wyman-Gordon's Worcester,
Massachusetts, facility which is substantially closed and is expected to be
sold, remediation projects at Wyman-Gordon's facilities in Houston, Texas, North
Grafton/Millbury, Massachusetts, Groton, Connecticut and Buffalo, New York, and
various Superfund sites which we do not own. We cannot assure you that the
actual costs of remediation for Wyman-Gordon's
14
<PAGE>
environmental liabilities will not exceed the amount presently accrued. The
following paragraphs discuss the more significant matters for which we have
established reserves.
Pursuant to an agreement between Wyman-Gordon and the U.S. Air Force in
connection with Wyman-Gordon's acquisition of the North Grafton facility in
1982, Wyman-Gordon agreed to make expenditures totaling $20.8 million for
environmental management and remediation at that site, of which $1.5 million
remained as of April 2, 2000. Approximately one-half of the remaining Air Force
projects are capital in nature. These expenditures will not resolve
Wyman-Gordon's obligations to federal and state regulatory authorities, who are
not parties to the agreement. We expect to incur an additional amount to comply
with federal and state environmental requirements in connection with the
investigation and remediation of contamination at the North Grafton facility.
The North Grafton site is located in an area where regional groundwater has been
impacted with a number of contaminants, including chlorinated solvents. The
Massachusetts Department of Environmental Protection ("MADEP") also has asked
Wyman-Gordon to investigate contamination in a brook and pond near the facility.
Pursuant to a license from the Atomic Energy Commission, Wyman Gordon disposed
of magnesium thorium alloys, which are low-level radioactive waste, at the North
Grafton facility. At some point, further controls or remediation may be
necessary with respect to these wastes.
Wyman Gordon's Houston facility has used onsite landfills for the disposal
of various industrial wastes. It also operates a system of wastewater management
lagoons. As a result of onsite waste management and historic operations of the
facility, contamination has occurred in the soil and groundwater. We anticipate
substantial expenditures for remediation of contamination at the Houston
facility.
In 1998, we purchased Sterom, S.A., from the Romanian government. As part of
this acquisition, we committed to invest up to $3.6 million over five years to
investigate and clean up contamination at the Sterom facility and to improve
environmental controls at the facility. We obtained a purchase price adjustment
to fund a substantial portion of these commitments.
Carmet Company is investigating the extent of chlorinated solvents
contamination discovered in the soil and groundwater at its plant in Bad Axe,
Michigan. Whether or not remediation will be necessary is not yet determined. At
Carmet's request, the Michigan Department of Environmental Quality (MDEQ) has
issued a letter stating that the available information indicates that Carmet is
not liable under Michigan law for the contamination. The MDEQ also has notified
a former owner of the facility that it is liable. We have asserted an indemnity
claim against the former shareholders of Carmet for recovery from an escrow
account of all or a portion of the costs associated with this and certain other
environmental matters. The former shareholders have disputed this indemnity
claim, and the claim is unresolved.
In 1989, the Oregon Health Division (OHD) alleged that our facility in
Portland, Oregon, discharged low level radioactive material to the Portland city
sewer in violation of our radioactive materials license. The City of Portland
also has alleged that the discharges violated our wastewater discharge permit.
Although we contested the alleged violations, we undertook extensive cleaning of
portions of the sewer system under a consent agreement with the City and OHD.
The extent to which other investigation or remedial work may be necessary,
however, is unknown.
On January 10, 2000, the State of Connecticut filed a complaint against
Wyman-Gordon Investment Casting, Inc. in the Superior Court Judicial District of
Hartford, Connecticut. The complaint alleges various violations by the
Wyman-Gordon's Groton, Connecticut, facility of its wastewater discharge permit
during the years 1995 through 1998. The complaint does not allege any violations
after 1998 or that any of the violations are ongoing.
We, together with numerous other parties, have been named a potentially
responsible party under the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") for the
15
<PAGE>
cleanup of the following Superfund sites: Salco Disposal Site, Monroe, Michigan;
Operating Industries, Monterey Park, California (for which Wyman-Gordon's
insurer has been paying defense costs); Casmalia Resources Site, Casmalia,
California; PSC Resources, Palmer, Massachusetts; Pasco County Landfill, Pasco,
Washington (for which our insurers have been paying defense costs); the Western
Processing Site, Kent, Washington; and the Gemme/Fournier site, Leicester,
Massachusetts (for which Wyman Gordon's insurer has been paying defense costs).
We have asserted indemnity and insurance claims for some of these sites and
expect to recover some portion of our losses for these sites. Except for sites
for which our insurer has acknowledged responsibility, we have not recorded an
asset for potential recoveries.
We or our subsidiaries also have potential liability associated with former
facilities. The current owner of a former Arwood facility in Rockleigh, New
Jersey has asserted claims for contamination at that property; Wyman-Gordon is
entitled to indemnity of one half the amount of this claim from an escrow
account established by Arwood Corporation from which Wyman-Gordon acquired
certain operations. In 1999, PCC Specialty Products, Inc. sold its former
Merriman facility in Hingham, Massachusetts. PCC Specialty Products, Inc. made
commitments to the new owner and the MADEP to undertake certain remedial action
with respect to contamination at this facility. In February, 2000, PCC Flow
Technologies, Inc. sold its Penberthy operations in Prophetstown, Illinois. PCC
Flow Technologies, Inc. is obligated to the landlord and the new owner of the
Penberthy business to undertake certain investigation and remedial action at
this former facility. We or our subsidiaries also have potential liability for
contamination at other former facilities where we do not believe our liability
will be material.
Wyman-Gordon has notified its insurer of potential liabilities at its
Grafton and Worcester facilities and has asserted that it is entitled to recover
its costs under various historic insurance policies. We also have notified our
insurers of potential liabilities associated with the PCC Structurals facility
in Portland, Oregon. Although we believe we are entitled to coverage for a
substantial portion of our remediation costs at these sites, we do not yet know
whether or to what extent our insurers will contest the claims.
FORWARD-LOOKING STATEMENTS
Information included within this section relating to projected growth and
future results and events constitutes forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
in future periods may differ materially from the forward-looking statements
because of a number of risks and uncertainties, including but not limited to
fluctuations in the aerospace and general industrial cycles; the relative
success of our entry into new markets, including the rapid ramp-up of production
for industrial gas turbine and airframe components; competitive pricing; the
availability and cost of materials and supplies; relations with our employees;
our ability to manage our operating costs and to integrate acquired businesses
in an effective manner; governmental regulations and environmental matters;
risks associated with international operations and world economies; the relative
stability of certain foreign currencies; timely implementation of new
technologies. Any forward-looking statements should be considered in light of
these factors. We undertake no obligation to publicly release any
forward-looking information to reflect anticipated or unanticipated events or
circumstances after the date of this document.
16
<PAGE>
ITEM 2. PROPERTIES
Our manufacturing plants and administrative offices, along with certain
information concerning the products and facilities are as follows:
<TABLE>
<CAPTION>
BUILDING SPACE (SQ. FT.)
NO. OF ---------------------------------
DIVISION FACILITIES LEASED OWNED TOTAL
-------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Executive & Corporate Offices
Domestic.......................................... 1 16,200 -- 16,200
Foreign........................................... -- -- -- --
Investment Cast Products
Domestic.......................................... 29 374,700 2,071,800 2,446,500
Foreign........................................... 5 164,100 326,000 490,100
Forged Products
Domestic.......................................... 6 -- 2,952,900 2,952,900
Foreign........................................... 2 22,000 405,200 427,200
Fluid Management Products
Domestic.......................................... 36 531,000 780,000 1,311,000
Foreign........................................... 22 62,800 620,800 683,600
Industrial Products
Domestic.......................................... 16 231,800 698,000 929,800
Foreign........................................... 3 253,100 -- 253,100
Total Company
Domestic.......................................... 88 1,153,700 6,502,700 7,656,400
Foreign........................................... 32 502,000 1,352,000 1,854,000
--- --------- --------- ---------
Total............................................... 120 1,655,700 7,854,700 9,510,400
=== ========= ========= =========
</TABLE>
We continue to expand our manufacturing capacity to meet anticipated market
demand for our products. See "Management's Discussion and Analysis," in
Exhibit 13, the "Financial Section of the 2000 Annual Report to Shareholders of
Precision Castparts Corp."
ITEM 3. LEGAL PROCEEDINGS
For a description of claims relating to environmental matters, see "Item 1.
Business--Environmental Compliance."
Various lawsuits arising during the normal course of business are pending
against us. In the opinion of management, the outcome of these lawsuits will
have no significant effect on our consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
17
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT (A)
<TABLE>
<CAPTION>
OFFICER POSITION HELD
NAME SINCE AGE WITH THE REGISTRANT
---- -------- -------- -------------------------------
<S> <C> <C> <C>
William C. McCormick.......................... (b) 1985 66 Chairman and
Chief Executive Officer
William D. Larsson............................ (c) 1980 55 Vice President and
Chief Financial Officer
Peter G. Waite................................ (d) 1980 56 Executive Vice President and
President--PCC Airfoils
Mark Donegan.................................. (e) 1992 43 Executive Vice President and
President--Wyman-Gordon
David W. Norris............................... (f) 1996 48 Executive Vice President and
President--PCC Flow
Technologies
Greg M. Delaney............................... (g) 1998 45 Executive Vice President and
President--PCC Specialty
Products
Russell P. Gould.............................. (h) 2000 43 Senior Vice President
and President--PCC Structurals
Armand F. Lauzon Jr........................... (i) 2000 43 Senior Vice President and Vice
President--Castings of
Wyman-Gordon Company
Shawn R. Hagel................................ (j) 1997 35 Corporate Controller and
Assistant Secretary
Geoffrey A. Hawkes............................ (k) 1999 41 Treasurer and
Assistant Secretary
Mark R. Roskopf............................... (l) 1999 38 Director of Corporate Taxes and
Assistant Secretary
</TABLE>
------------------------
a) The officers serve for a term of one year and until their successors are
elected.
b) Elected Chairman in 1994, Chief Executive Officer in 1991 and Director in
1986.
Served as President from 1985-1997 and Chief Operating Officer from
1985-1991.
c) Elected Vice President--Finance in 1980. Named Vice President and Chief
Financial Officer in 1993.
d) Elected Executive Vice President and President--PCC Airfoils in 1986.
e) Elected Executive Vice President in 1992. Named President--Wyman-Gordon in
1999. Previously served as President--PCC Structurals.
f) Elected Executive Vice President and President--PCC Flow Technologies in
1996.
g) Elected Executive Vice President and President--PCC Specialty Products in
1998. Prior to joining PCC, he was President of the Wiegand Industrial
Division of Emerson Electric.
h) Elected Senior Vice President and President--PCC Structurals in 2000.
Previously served as President--PCC Small Structurals Business Operation.
18
<PAGE>
i) Elected Senior Vice President and Vice President--Castings--Wyman-Gordon
Company in 2000. Previously served as Division Vice President--PCC Airfoils.
j) Elected Corporate Controller and Assistant Secretary in 1997. Previously
served as Corporate Financial Reporting Manager.
k) Elected Treasurer and Assistant Secretary in 1999. Prior to joining PCC, he
was Director of Risk Management at Electronic Data Systems Corporation.
l) Elected Director of Corporate Taxes and Assistant Secretary in 1999. Prior
to joining PCC, he was Director, International Tax at Case Corporation.
19
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of April 2, 2000 there were 3,868 shareholders of record of our common
stock. Our common stock is listed on the New York Stock Exchange under the
symbol PCP. It is also traded on the Chicago Stock Exchange, the Pacific Stock
Exchange and the Philadelphia Stock Exchange. Additional information with
respect to Market for the Registrant's Common Stock and Related Stockholder
Matters, including dividends, is incorporated herein by reference to the
Five-Year Summary of Selected Financial Data and the Quarterly Financial
Information in Exhibit 13, the "Financial Section of the 2000 Annual Report to
Shareholders of Precision Castparts Corp." We expect to continue to pay
quarterly cash dividends, subject to our earnings, financial condition and other
factors.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to Selected Financial Data is incorporated herein
by reference to the "Five-Year Summary of Selected Financial Data" in
Exhibit 13, the "Financial Section of the 2000 Annual Report to Shareholders of
Precision Castparts Corp."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information with respect to Management's Discussion and Analysis of
Financial Condition and Results of Operations is incorporated herein by
reference to "Management's Discussion and Analysis" in Exhibit 13, the
"Financial Section of the 2000 Annual Report to Shareholders of Precision
Castparts Corp."
Information included in "Management's Discussion & Analysis" in Exhibit 13,
the "Financial Section of the 2000 Annual Report to Shareholders of Precision
Castparts Corp." describing the segments relating to projected growth and future
results and events constitutes forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual results in future
periods may differ materially from the forward-looking statements because of a
number of risks and uncertainties, including but not limited to fluctuations in
the aerospace and general industrial cycles; the relative success of our entry
into new markets, including the rapid ramp-up of production for industrial gas
turbine and airframe components; competitive pricing; the availability and cost
of materials and supplies; relations with our employees; our ability to manage
our operating costs and to integrate acquired businesses in an effective manner;
governmental regulations and environmental matters; risks associated with
international operations and world economies; the relative stability of certain
foreign currencies; and implementation of new technologies. Any forward-looking
statements should be considered in light of these factors. We undertake no
obligation to publicly release any forward-looking information to reflect
anticipated or unanticipated events or circumstances after the date of this
document.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At various times, the Company uses derivative financial instruments to limit
exposure to changes in foreign currency exchange rates, interest rates and
prices of strategic raw materials. Fluctuations in the market values of such
derivative instruments are generally offset by reciprocal changes in the
underlying economic exposures that the instruments are intended to hedge.
Because derivative instruments are used solely as hedges and not for speculative
trading purposes, they do not represent incremental risk to the Company. For
further discussion of derivative financial instruments, refer to the "SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES," "FAIR VALUE OF FINANCIAL
20
<PAGE>
INSTRUMENTS," and "FINANCING ARRANGEMENTS notes in Exhibit 13, the "Financial
Section of the 2000 Annual Report to Shareholders of Precision Castparts Corp."
INTEREST RATE RISK
As discussed in the "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" and
"FINANCING ARRANGEMENTS" notes in Exhibit 13, the Company was committed to an
interest rate swap on floating debt at April 2, 2000, as well as interest rate
swaps on a term loan and a revolving credit facility at March 28, 1999. If
market rates would have averaged 10 percent higher than actual levels in either
fiscal 2000 or fiscal 1999, the effect on the Company's interest expense and net
income, after considering the effects of the interest rate swap contracts and
interest rate cap, would not have been material.
FOREIGN CURRENCY RISK
The majority of the Company's revenue, expense and capital purchasing
activities are transacted in U.S. dollars, however, the Company is exposed to
fluctuations in foreign currencies for transactions denominated in other
currencies. As discussed in the "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES"
note, the Company had several foreign currency hedges in place at April 2, 2000
and March 28, 1999 to reduce such exposure. The potential loss in fair value on
such financial instruments from a hypothetical 10 percent adverse change in
quoted foreign currency exchange rates would not have been material to the
financial position of the Company as of the end of fiscal 2000 or fiscal 1999.
MATERIAL COST RISK
As discussed in the "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" note, the
Company had entered into agreements to hedge the purchase price of strategic raw
materials at April 2, 2000 and March 28, 1999. If market rates would have
averaged 10 percent higher than actual levels in either fiscal 2000 or 1999, the
effect on the Company's cost of sales and net earnings, after considering the
effects of the hedge agreements, would not have been material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to Financial Statements and Supplementary Data is
incorporated herein by reference to pages 1 through 31 of Exhibit 13, the
"Financial Section of the 2000 Annual Report to Shareholders of Precision
Castparts Corp."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
21
<PAGE>
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
Information with respect to Directors of the Company is incorporated herein
by reference to "Proposal 1: Election of Directors" continuing through "Report
of the Compensation Committee on Executive Compensation" in our Proxy Statement
to be filed for the 2000 Annual Meeting of Shareholders of the Registrant. The
information required by this item with respect to our executive officers follows
Part I, Item 4 of this document.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to Executive Compensation is incorporated herein by
reference to "Compensation of Executive Officers" in the Proxy Statement to be
filed for the 2000 Annual Meeting of Shareholders of the Registrant.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to Security Ownership of Certain Beneficial Owners
and Management is incorporated herein by reference to "Security Ownership of
Certain Beneficial Owners" and "Security Ownership of Directors and Executive
Officers" in the Proxy Statement to be filed for the 2000 Annual Meeting of
Shareholders of the Registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to Certain Relationships and Related Transactions
is incorporated herein by reference to "Board Compensation, Attendance and
Committees" in the Proxy Statement to be filed for the 2000 Annual Meeting of
Shareholders of the Registrant.
22
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) FINANCIAL STATEMENTS
The following financial statements incorporated by reference from
Exhibit 13, the "Financial Section of the 2000 Annual Report to
Shareholders of Precision Castparts Corp." are filed as part of this
report.
<TABLE>
<CAPTION>
PAGE IN EXHIBIT 13,
THE "FINANCIAL SECTION
OF THE 2000 ANNUAL REPORT
TO SHAREHOLDERS
STATEMENT OF PRECISION CASTPARTS CORP."*
--------- -------------------------------
<S> <C>
Consolidated Statements of Income................... 8
Consolidated Balance Sheets......................... 9
Consolidated Statements of Cash Flows............... 11
Consolidated Statements of Shareholders'
Investment........................................ 12
Consolidated Statements of Comprehensive Income..... 13
Notes to Financial Statements....................... 14-28
Report of Independent Accountants................... 29
</TABLE>
(A)(2) FINANCIAL STATEMENT SCHEDULE
The following schedule is filed as part of this report:
Schedule II--Valuation and Qualifying Accounts
Report of Independent Accountants on Financial Statement Schedule
(A)(3) EXHIBITS
<TABLE>
<S> <C> <C>
(3)A -- Restated Articles of Incorporation of Precision Castparts
Corp. as amended (Incorporated herein by reference to
Exhibit 3 in the Form 10-Q, filed February 10, 1999.) (File
number 1-10348)
(3)B -- Bylaws of Precision Castparts Corp. (Incorporated herein by
reference to Exhibit 3 in the Form 10-Q, filed February 9,
2000) (File number 1-10348)
(4)A -- Indenture dated December 17, 1997 between Bank One Trust
Company, N.A. (successor in interest to the First National
Bank of Chicago) as Trustee and Precision Castparts Corp.
(Incorporated herein by reference to Exhibit (4)A in the
Form 10-K filed June 26, 1998.) (File number 1-10348)
(4)B -- Officers' Certificate dated March 3, 2000 pursuant to
Indenture dated December 17, 1997 (Incorporated herein by
reference to Exhibit 4.2 in the Form S-4 filed March 31,
2000.) (File number 333-33764)
(10)A -- Precision Castparts Corp. Revised and Restated Stock
Incentive Plan as amended. (Incorporated herein by reference
to Exhibit (10)A in the Form 10-K filed July 5, 1994.) (File
number 1-10348)
(10)B -- Precision Castparts Corp. Non-Employee Directors' Stock
Option Plan. (Incorporated herein by reference to Item 6(a),
Exhibit (10)B in the Form 10-Q filed August 8, 1997.) (File
number 1-10348)
</TABLE>
23
<PAGE>
<TABLE>
<S> <C> <C>
(10)C -- Precision Castparts Corp. 1994 Stock Incentive Plan as
amended (Incorporated herein by reference to Appendix A in
Registrant's June 28, 1999 Proxy Statement.) (File number
1-10348)
(10)D -- Precision Castparts Corp. Nonemployee Directors' Deferred
Compensation Plan dated January 1, 1995. (Incorporated
herein by reference to Exhibit (10)D in the Form 10-K filed
July 3, 1995.) (File number 1-10348)
(10)E -- Precision Castparts Corp. Executive Deferred Compensation
Plan dated January 1, 1995 (Incorporated herein by reference
to Exhibit (10)E in the Form 10-K filed July 3, 1995.) (File
number 1-10348)
(10)F -- Precision Castparts Corp. Executive Performance Compensation
Plan. (Incorporated herein by reference to Item 6(a),
Exhibit (10)G in the Form 10-Q filed August 8, 1997.) (File
number 1-10348)
(10)G -- Compensation Arrangement between Precision Castparts Corp.
and Gregory M. Delaney. (Incorporated herein by reference to
Exhibit (10)H in the Form 10-K filed June 26, 1998.) (File
number 1-10348)
(10)H -- Form of Change of Control Agreement and Indemnity Agreement
for Officers and Executives of Precision Castparts Corp.
(Incorporated herein by reference to Exhibit (10)I in the
Form 10-K filed June 27, 1997.) (File number 1-10348)
(10)I -- Precision Castparts Corp. Supplemental Executive Retirement
Program 1998, dated January 1, 1998. (Incorporated herein by
reference to Exhibit (10)K in the Form 10-K filed June 26,
1998.) (File number 1-10348)
(10)J -- Precision Castparts Corp. 1998 Employee Stock Purchase Plan
(Incorporated herein by reference to Item 6(a),
Exhibit (10)L in the Form 10-Q filed August 8, 1997.) (File
number 1-10348)
(10)K -- Bank of America Credit Agreement dated as of July 30, 1999
among Precision Castparts Corp., Bank of America, N.A. as
Administrative Agent and Letter of Credit Issuing Bank and
The Other Financial Institutions Party Hereto Arranged by
Banc of America Securities LLC. (Incorporated herein by
reference to Exhibit (10)B in the Form 10-Q filed
August 11, 1999.) (File number 1-10348)
(10)L -- Agreement Containing Consent Orders (Incorporated herein by
reference to Exhibit (10) in the Form 10-Q filed
November 10, 1999.) (File number 1-10348)
(10)M -- Credit and Security Agreement dated as of December 10, 1999
among Precision Receivables Corp., as Borrower, Precision
Castparts Corp., as initial Servicer, Blue Ridge Asset
Funding Corporation, as a Lender and Wachovia Bank, N.A.,
individually and as Agent (Incorporated herein by reference
to Exhibit (10) in the Form 10-Q filed February 9, 2000.)
(File number 1-10348)
(11) -- Calculation of Earnings Per Share for the Year Ended
April 2, 2000*
(13) -- Financial Section of the 2000 Annual Report to Shareholders
of Precision Castparts Corp. for the Year Ended April 2,
2000
(21) -- Subsidiaries of Precision Castparts Corp.
(23) -- Consent of Independent Accountants
(27) -- Financial Data Schedule
</TABLE>
(B) REPORTS ON FORM 8-K
On February 7, 2000, the Company filed Form 8-K/A amending Item 7(b) of
its previously filed Current Report on Form 8-K to include pro forma
financial information reflecting the acquisition of Wyman-Gordon as
follows:
24
<PAGE>
Unaudited Pro Forma Combined Statement of Income for the year ended
March 28, 1999 for Precision Castparts Corp. and the year ended
May 31, 1999 for Wyman-Gordon Company.
Unaudited Pro Forma Combined Statements of Income for the six months
ended September 26, 1999 for Precision Castparts Corp. and the six
months ended August 31, 1999 for Wyman Gordon Company.
Notes to Unaudited Pro Forma Combined Statements of Income. Unaudited
Pro Forma Combined Balance Sheet at September 26, 1999 for Precision
Castparts Corp. and at August 31, 1999 for Wyman-Gordon Company.
Notes to Unaudited Pro Forma Combined Balance Sheet.
On February 18, 2000, the Company filed a Form 8-K regarding a discussion
of its business segments, which reflect certain modifications as a result
of PCC's acquisition of Wyman-Gordon Company.
On May 5, 2000, the Company filed a Form 8-K regarding the announcement
of the Company's earnings for the fiscal year ended April 2, 2000.
(C) SEE A(3) ABOVE.
(D) SEE A(2) ABOVE.
------------------------
* Information required to be presented in Exhibit 11 is incorporated
herein by reference to the "EARNINGS PER SHARE" note in Exhibit 13, the
"Financial Section of the 2000 Annual Report to Shareholders of Precision
Castparts Corp."
25
<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.
<TABLE>
<S> <C> <C>
PRECISION CASTPARTS CORP.
By: /s/ WILLIAM C. MCCORMICK
-----------------------------------------
William C. McCormick
CHAIRMAN OF THE BOARD, DIRECTOR AND CHIEF
EXECUTIVE OFFICER
</TABLE>
Dated: June 28, 2000
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 and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
As officers or directors of
PRECISION CASTPARTS CORP.
/S/ WILLIAM C. MCCORMICK
------------------------------------------- Chairman of the Board, Director June 28, 2000
William C. McCormick and Chief Executive Officer
Vice President and Chief
/s/ WILLIAM D. LARSSON Financial Officer (Principal
------------------------------------------- Financial and June 28, 2000
William D. Larsson Accounting Officer)
/s/ PETER R. BRIDENBAUGH
------------------------------------------- Director June 28, 2000
Peter R. Bridenbaugh
/s/ DEAN T. DUCRAY
------------------------------------------- Director June 28, 2000
Dean T. DuCray
/s/ DON R. GRABER
------------------------------------------- Director June 28, 2000
Don R. Graber
/s/ VERNON E. OECHSLE
------------------------------------------- Director June 28, 2000
Vernon E. Oechsle
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BYRON O. POND, JR.
------------------------------------------- Director June 28, 2000
Byron O. Pond, Jr.
/s/ STEVEN G. ROTHMEIER
------------------------------------------- Director June 28, 2000
Steven G. Rothmeier
/s/ J. FRANK TRAVIS
------------------------------------------- Director June 28, 2000
J. Frank Travis
</TABLE>
27
<PAGE>
SCHEDULE II
PRECISION CASTPARTS CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED
(000'S OMITTED)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
--------------------------------------- ---------- ------------------------- ---------- ---------
ADDITIONS
-------------------------
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND BUSINESS AT END
CLASSIFICATION OF PERIOD EXPENSES ACQUISITIONS DEDUCTIONS OF PERIOD
-------------- ---------- ---------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
Deducted from assets to which they apply:
Reserve for doubtful accounts:
March 29, 1998....................... $2,600 $1,100 $ 700 $ 600(1) $3,800
====== ====== ====== ====== ======
March 28, 1999....................... $3,800 $ 500 $ 300 $1,200(1) $3,400
====== ====== ====== ====== ======
April 2, 2000........................ $3,400 $2,700 $4,300 $ 900(1) $9,500
====== ====== ====== ====== ======
Deferred tax asset valuation allowance:
March 29, 1998....................... $3,500 $ -- $ -- $2,000(3) $1,500
====== ====== ====== ====== ======
March 28, 1999....................... $1,500 $1,200(2) $ -- $ -- $2,700
====== ====== ====== ====== ======
April 2, 2000........................ $2,700 $ -- $5,600 $1,400(3) $6,900
====== ====== ====== ====== ======
</TABLE>
------------------------
(1) Write off of bad debts.
(2) Establishment of valuation allowances on capital-loss carryforwards or
operating loss carryforwards.
(3) Utilization of tax benefits under capital-loss or operating loss
carryforwards.
28
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Precision Castparts Corp.
Our audits of the consolidated financial statements referred to in our
report dated May 3, 2000 appearing on page 43 of the 2000 Annual Report to
Shareholders of Precision Castparts Corp. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the Financial Statement Schedule listed in
Item 14(a)(2) of this Form 10-K. In our opinion, this Financial Statement
Schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
<TABLE>
<S> <C>
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------------------
PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
May 3, 2000
</TABLE>
29
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
(3)A -- Restated Articles of Incorporation of Precision Castparts
Corp. as amended (Incorporated herein by reference to
Exhibit 3 in the Form 10-Q, filed February 10, 1999.) (File
number 1-10348)
(3)B -- Bylaws of Precision Castparts Corp. (Incorporated herein by
reference to Exhibit 3 in the Form 10-Q, filed February 9,
2000) (File number 1-10348)
(4)A -- Indenture dated December 17, 1997 between Bank One Trust
Company, N.A. (successor in interest to the First National
Bank of Chicago) as Trustee and Precision Castparts Corp.
(Incorporated herein by reference to Exhibit (4)A in the
Form 10-K filed June 26, 1998.) (File number 1-10348)
(4)B -- Officers' Certificate dated March 3, 2000 pursuant to
Indenture dated December 17, 1997 (Incorporated herein by
reference to Exhibit 4.2 in the Form S-4 filed March 31,
2000.) (File number 333-33764)
(10)A -- Precision Castparts Corp. Revised and Restated Stock
Incentive Plan as amended. (Incorporated herein by reference
to Exhibit (10)A in the Form 10-K filed July 5, 1994.) (File
number 1-10348)
(10)B -- Precision Castparts Corp. Non-Employee Directors' Stock
Option Plan. (Incorporated herein by reference to
Item 6(a), Exhibit (10)B in the Form 10-Q filed August 8,
1997.) (File number 1-10348)
(10)C -- Precision Castparts Corp. 1994 Stock Incentive Plan as
amended (Incorporated herein by reference to Appendix A in
Registrant's June 28, 1999 Proxy Statement.) (File number
1-10348)
(10)D -- Precision Castparts Corp. Nonemployee Directors' Deferred
Compensation Plan dated January 1, 1995. (Incorporated
herein by reference to Exhibit (10)D in the Form 10-K filed
July 3, 1995.) (File number 1-10348)
(10)E -- Precision Castparts Corp. Executive Deferred Compensation
Plan dated January 1, 1995 (Incorporated herein by reference
to Exhibit (10)E in the Form 10-K filed July 3, 1995.) (File
number 1-10348)
(10)F -- Precision Castparts Corp. Executive Performance Compensation
Plan. (Incorporated herein by reference to Item 6(a),
Exhibit (10)G in the Form 10-Q filed August 8, 1997.) (File
number 1-10348)
(10)G -- Compensation Arrangement between Precision Castparts Corp.
and Gregory M. Delaney. (Incorporated herein by reference to
Exhibit (10)H in the Form 10-K filed June 26, 1998.) (File
number 1-10348)
(10)H -- Form of Change of Control Agreement and Indemnity Agreement
for Officers and Executives of Precision Castparts Corp.
(Incorporated herein by reference to Exhibit (10)I in the
Form 10-K filed June 27, 1997.) (File number 1-10348)
(10)I -- Precision Castparts Corp. Supplemental Executive Retirement
Program 1998, dated January 1, 1998. (Incorporated herein by
reference to Exhibit (10)K in the Form 10-K filed June 26,
1998.) (File number 1-10348)
(10)J -- Precision Castparts Corp. 1998 Employee Stock Purchase Plan
(Incorporated herein by reference to Item 6(a), Exhibit
(10)L in the Form 10-Q filed August 8, 1997.) (File number
1-10348)
(10)K -- Bank of America Credit Agreement dated as of July 30, 1999
among Precision Castparts Corp., Bank of America, N.A. as
Administrative Agent and Letter of Credit Issuing Bank and
The Other Financial Institutions Party Hereto Arranged by
Banc of America Securities LLC. (Incorporated herein by
reference to Exhibit (10)B in the Form 10-Q filed August 11,
1999.) (File number 1-10348)
</TABLE>
30
<PAGE>
<TABLE>
<S> <C> <C>
(10)L -- Agreement Containing Consent Orders (Incorporated herein by
reference to Exhibit (10) in the Form 10-Q filed
November 10, 1999.) (File number 1-10348)
(10)M -- Credit and Security Agreement dated as of December 10, 1999
among Precision Receivables Corp., as Borrower, Precision
Castparts Corp., as initial Servicer, Blue Ridge Asset
Funding Corporation, as a Lender and Wachovia Bank, N.A.,
individually and as Agent (Incorporated herein by reference
to Exhibit (10) in the Form 10-Q filed February 9, 2000.)
(File number 1-10348)
(11) -- Calculation of Earnings Per Share for the Year Ended
April 2, 2000*
(13) -- Financial Section of the 2000 Annual Report to Shareholders
of Precision Castparts Corp. for the Year Ended April 2,
2000
(21) -- Subsidiaries of Precision Castparts Corp.
(23) -- Consent of Independent Accountants
(27) -- Financial Data Schedule
</TABLE>
------------------------
* Information required to be presented in Exhibit 11 is incorporated herein by
reference to the "EARNINGS PER SHARE" note in Exhibit 13, the "Financial
Section of the 2000 Annual Report to Shareholders of Precision Castparts
Corp."
(e) Reports on Form 8-K
On February 7, 2000, the Company filed Form 8-K/A amending Item 7(b) of its
previously filed Current Report on Form 8-K to include pro forma financial
information reflecting the acquisition of Wyman-Gordon as follows:
Unaudited Pro Forma Combined Statement of Income for the year ended
March 28, 1999 for Precision Castparts Corp. and the year ended May 31,
1999 for Wyman-Gordon Company.
Unaudited Pro Forma Combined Statements of Income for the six months
ended September 26, 1999 for Precision Castparts Corp. and the six months
ended August 31, 1999 for Wyman Gordon Company.
Notes to Unaudited Pro Forma Combined Statements of Income.
Unaudited Pro Forma Combined Balance Sheet at September 26, 1999 for
Precision Castparts Corp. and at August 31, 1999 for Wyman-Gordon
Company.
Notes to Unaudited Pro Forma Combined Balance Sheet.
On February 18, 2000, the Company filed a Form 8-K regarding a discussion of
its business segments, which reflect certain modifications as a result of PCC's
acquisition of Wyman-Gordon Company.
On May 5, 2000, the Company filed a Form 8-K regarding the announcement of
the Company's earnings for the fiscal year ended April 2, 2000.
(f) See a(3) above.
(g) See a(2) above.
31
