SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 27, 2006
 
CURTISS WRIGHT CORPORATION
( Exact Name of Registrant as Specified in Its Charter)

Delaware	 
1-134
 	 
13-0612970
 	
State or Other
Jurisdiction of
Incorporation or
Organization	Commission File
Number	IRS Employer
Identification No.

 	
 	 	 	
4 Becker Farm Road
Roseland, New Jersey
Address of Principal Executive Offices	07068
 Zip Code 	

Registrant's telephone number, including area code: (973) 597-4700
--------------
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
1

 
SECTION 2 – FINANCIAL INFORMATION
 
ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION .	
 
On April 27, 2006 Curtiss-Wright Corporation (the “Company” ) issued a press release announcing financial results for the first quarter ended March 31, 2006. A copy of this press release is attached hereto as Exhibit 99.1. A conference call and webcast presentation will be held on Friday, April 28, 2006 at 9:00am EDT for management to discuss the Company's 2006 first quarter performance. Martin R. Benante, Chairman and CEO, and Glenn E. Tynan, CFO, will host the call.
 
The financial press release and access to the webcast will be posted on Curtiss-Wright's website at http://www.curtisswright.com. For those unable to participate, a webcast replay will be available for 90 days on the Company's website beginning one hour after the call takes place. A conference call replay will also be available for 30 days by dialing 888-286-8010 (Domestic) or 617-801-6888 (International), and entering Passcode 20193245.
 
The information contained in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any filing of the registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
 	(a) Not applicable.	
 
 	(b) Not applicable.	
 
 	(c) Exhibits.	
 
 	99.1 Press Release dated April 27, 2006	

 
2

 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 	 	CURTISS WRIGHT CORPORATION	
 	 	 	
 	By:	/s/ Glenn E. Tynan
Glenn E. Tynan
Vice-President and
Chief Financial Officer	

Date: April 27, 2006

 
3

 

 
 	EXHIBIT INDEX	
 	 	
Exhibit Number	Description	
 	 	
99.1	Press Release, dated April 27, 2006.	

 
4

 

 	 	

	
FOR IMMEDIATE RELEASE	
CURTISS-WRIGHT REPORTS FIRST QUARTER 2006 FINANCIAL
RESULTS
- - -
Sales increase 9%; New Orders up 19%; Backlog at Record Level
ROSELAND, NJ – April 27, 2006 – Curtiss-Wright Corporation (NYSE: CW) today reports financial results for the quarter ended March 31, 2006. The highlights are as follows:

•	Net sales for the first quarter of 2006 increased 9% to $282.6 million from $258.5 million in the first quarter of 2005.	
 	 	
•	Operating income in the first quarter of 2006 decreased 10% to $24.6 million from $27.5 million in the first quarter of 2005. Operating income was negatively impacted by compensation costs of $1.1 million associated with the adoption of FAS 123R and higher pension expense of $0.9 million from the Curtiss-Wright pension plans in the first quarter 2006 as compared to the prior year. Operating income for the first quarter of 2005 included a gain of $2.8 million related to the sale of non-operating property.	
 	 	
•	Net earnings for the first quarter of 2006 decreased 15% to $12.3 million, or $0.28 per diluted share, from $14.5 million, or $0.33 per diluted share, in the first quarter of 2005 (adjusted for 2-for-1 stock split in April 2006).	
 	 	
•	New orders received in the first quarter of 2006 were $388.0 million, up 19% compared to the first quarter of 2005.	
 	 	
•	Backlog reached a new record high level of $911.7 million at March 31, 2006, up 13% from $805.6 million at December 31, 2005.	

Curtiss-Wright Corporation, Page 2
“We are pleased to report continued sales growth in 2006 and again attaining a new record level of backlog,” commented Martin R. Benante, Chairman and CEO of Curtiss-Wright Corporation. “While our earnings performance in the first quarter was slightly less than expected, we achieved solid results despite some unanticipated obstacles, such as higher unfavorable foreign currency translation and higher material and transportation costs. Our expectations for the full year remain unchanged. New orders were strong in both the first quarter of 2006 and fourth quarter of last year which provides us with good momentum heading into the rest of the year. Our backlog has never been stronger. In fact, excluding our Metal Treatment segment whose services are sold with modest lead times, over 65% of our sales for the remainder of 2006 are in our March 31 st backlog. Our Metal Treatment segment experienced strong organic sales and operating income growth of 10% and 22%, respectively, in the first quarter of 2006. We also had strong organic sales growth of 34% and 21% in the oil and gas and commercial aerospace markets, respectively. Many of our military and commercial programs are in the early stages of the manufacturing cycle and the ramp-up in the second half of the year will generate improved operating margins.”
Sales
Sales growth in first quarter of 2006 was generated by strong organic growth of 7% from the prior year. This organic sales growth was driven by our Flow Control and Metal Treatment segments, which experienced organic growth of 11% and 10%, respectively, compared to the prior year period. Our Motion Control segment’s organic sales increased 2% in the first quarter of 2006 as compared to the prior year period. The acquisition made in 2005 contributed $5.9 million in incremental sales for the quarter ended March 31, 2006 over the comparable period in 2005.
In our base businesses, higher sales from our Flow Control segment to the oil and gas market and U.S. Navy, higher sales from our Metal Treatment segment of global shot peening and heat treating services, and higher commercial aerospace revenues from our Motion Control segment, all contributed to the organic sales growth. Foreign currency translation negatively impacted sales by $3.5 million for the quarter ended March 31, 2006, compared to the prior year period.
Operating Income
Operating income for the first quarter of 2006 decreased 10% over the comparable prior year period. The decline in operating income was mainly due to unfavorable sales mix in the Motion Control segment and unfavorable sales mix and higher costs in our Flow Control segment. Our 2005 acquisition also lowered operating income by ($0.9) million in the first quarter of 2006 due to the timing of their contracts. This decline was partially offset by organic operating income growth of 22% in the Metal Treatment segment. Compared to the prior year, operating income in the first quarter of 2006 was also negatively impacted by compensation costs of $1.1 million associated with the January 1, 2006 adoption of FAS 123R and higher pension expense of $0.9 million from the Curtiss-Wright pension plans. In addition, operating income for the first quarter of 2005 included a gain of $2.8 million related to the sale of non-operating property. Lastly, foreign currency translation adversely impacted operating income by $1.3 million for the first quarter 2006, as compared to the prior year period.

Curtiss-Wright Corporation, Page 3
Net Earnings
Net earnings decreased 15% for the quarter ended March 31, 2006, from the comparable prior year period. Higher interest expense of $1.1 million was due to higher rates which lowered net earnings in the first quarter of 2006.
Segment Performance
Flow Control – Sales for the first quarter of 2006 were $121.2 million, up 11% over the comparable period last year due to strong demand in the oil and gas and naval defense markets. All sales growth in this segment was organic as there were no acquisitions in this segment in 2005. Sales of this business segment were minimally affected by foreign currency translation in the first quarter of 2006 compared to the prior year period.
Operating income for this segment increased 4% in the first quarter of 2006 compared to the prior year period. The operating income increase was due to the higher sales volume, partially offset by less favorable naval defense sales mix, additional test and qualification costs in our commercial power market, and higher research and development, material and transportation costs.
Motion Control – Sales for the first quarter of 2006 of $107.7 million increased 8% over the comparable period last year, principally due to the contributions from the 2005 acquisition of Indal Technologies. Sales from the base businesses increased 2% in the first quarter of 2006 as compared to the prior year period. This organic growth increase was due primarily to higher sales of OEM products, despite lower than planned sales due to the impact of the 2005 Boeing strike, and increased repair and overhaul sales in the commercial aerospace market, offset in large part by lower sales of controllers to the industrial market and embedded computing products to the aerospace and ground defense markets. Sales of this business segment were negatively affected by unfavorable foreign currency translation of $2.0 million in the first quarter of 2006 compared to the prior year period.
Operating income for this segment decreased 21% for the first quarter of 2006 compared to the prior year period. The decline was primarily driven by lower cost absorption due to lower sales volume in our embedded computing group, unfavorable sales mix resulting from lower sales of higher margin programs such as the F-22 and the European controllers business, increased material costs and the margin impact of the Boeing strike. Operating income of this business segment was adversely affected by foreign currency translation of $0.9 million in the first quarter of 2006 compared to the prior year period

Curtiss-Wright Corporation, Page 4
Metal Treatment – Sales for the first quarter of 2006 of $53.6 million were 10% higher than the comparable period last year. The improvement was all organic as there were no acquisitions in this segment in 2005. The sales growth was driven by higher global shot peening revenues in the commercial aerospace market along with strong demand in the heat treating business within the general industrial market. Foreign currency translation adversely impacted sales by $1.6 million in the first quarter of 2006 as compared to the prior year period.
Operating income increased 22% organically for the first quarter of 2006 as compared to the prior year period, primarily as a result of the higher sales volume and favorable product mix. Operating income of this segment was negatively affected by foreign currency translation of $0.4 million in the first quarter of 2006 compared to the prior year period.
Mr. Benante concluded, “Much of our revenues are dependant upon customer delivery schedules which result in variability from quarter to quarter. We anticipated and previously indicated that our first quarter would be the lightest in 2006 and we reaffirm our full year 2006 guidance of revenues in the range of $1.225 billion and $1.250 billion; operating income in the range of $155 million and $162 million before pension expense of $5 million from the Curtiss-Wright pension plans; and earnings per share in the range of $3.60 and $3.80 (pre-split basis) and $1.80 and $1.90 (post-split basis). Our backlog is strong and at a new record level. In 2006, we should once again demonstrate our ability to generate long-term shareholder value by growing our sales and earnings. Our historical performance demonstrates our ability to execute our strategy and achieve our financial targets. We continue to experience increased demand for our new technologies, many of which are only at the beginning of their life cycles, which should continue to provide strong returns to our shareholders into the future. Our diversification strategy, the continued successful integration of our acquisitions, and ongoing emphasis on technology should continue to generate growth opportunities in each of our three business segments in 2006 and beyond.”
**********
The Company will host a conference call to discuss the first quarter 2006 results at 9:00 EST Friday, April 28, 2006. A live webcast of the call can be heard on the Internet by visiting the company’s website at www.curtisswright.com and clicking on the investor information page or by visiting other websites that provide links to corporate webcasts.
(Tables to Follow)

Curtiss-Wright Corporation, Page 5
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
 (In thousands, except per share data)

 	 	Three Months Ended 
 March 31,	 	Three Months 
 Change	 	
 	 	2006	 	2005	 	$	 	%	 	
 	 		 		 				 	
Net sales	 	$	282,552	 	$	258,487	 	 $	24,065	 	 	9.31	%	
Cost of sales	 	 	190,491	 	 	172,718	 	 	17,773	 	 	10.29	%	
 	 			 			 						 	
Gross profit	 	 	92,061	 	 	85,769	 	 	6,292	 	 	7.34	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Research & development expenses	 	 	9,971	 	 	10,228	 	 	(257	)	 	-2.51	%	
Selling expenses	 	 	18,342	 	 	16,924	 	 	1,418	 	 	8.38	%	
General and administrative expenses	 	 	39,342	 	 	33,968	 	 	5,374	 	 	15.82	%	
Environmental remediation and administrative expenses, net	 	 	(238	)	 	83	 	 	(321	)	 	-386.75	%	
Loss (Gain) on sale of real estate and fixed assets, net	 	 	25	 	 	(2,913	)	 	2,938	 	 	-100.86	%	

Operating income	 	 	24,619	 	 	27,479	 	 	(2,860	)	 	-10.41	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other income (expenses), net	 	 	304	 	 	(124	)	 	428	 	 	-345.16	%	
Interest expense	 	 	(5,434	)	 	(4,303	)	 	(1,131	)	 	26.28	%	

Earnings before income taxes	 	 	19,489	 	 	23,052	 	 	(3,563	)	 	-15.46	%	
Provision for income taxes	 	 	7,211	 	 	8,529	 	 	(1,318	)	 	-15.45	%	

Net earnings	 	$	12,278	 	$	14,523	 	($	2,245	)	 	-15.46	%	

Basic earnings per share	 	$	0.28	 	$	0.34	 	 	 	 	 	 	 	
 	 			 			 	 	 	 	 	 	 	
Diluted earnings per share	 	$	0.28	 	$	0.33	 	 	 	 	 	 	 	

Dividends per share	 	$	0.06	 	$	0.05	 	 	 	 	 	 	 	

Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	43,636	 	 	43,022	 	 	 	 	 	 	 	
Diluted	 	 	44,134	 	 	43,628	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Certain prior year information has been reclassified to conform to current presentation.
Shares and per share amounts have been adjusted on a pro forma basis for the April 21, 2006 2-for-1 stock split.

Curtiss-Wright Corporation, Page 6
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

 	 	March 31,	 	December 31,	 	Change	 	
 	 	2006	 	2005	 	$	 	%	 	
 	 		 		 		 		 	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	39,728	 	$	59,021	 	$	(19,293	)	 	-32.7	%	
Receivables, net	 	 	258,456	 	 	244,689	 	 	13,767	 	 	5.6	%	
Inventories, net	 	 	166,930	 	 	146,297	 	 	20,633	 	 	14.1	%	
Deferred income taxes	 	 	22,905	 	 	28,844	 	 	(5,939	)	 	-20.6	%	
Other current assets	 	 	12,166	 	 	11,615	 	 	551	 	 	4.7	%	
 	 			 			 			 	 	 	 	
Total current assets	 	 	500,185	 	 	490,466	 	 	9,719	 	 	2.0	%	
 	 			 			 			 	 	 	 	
Property, plant, and equipment, net	 	 	273,636	 	 	274,821	 	 	(1,185	)	 	-0.4	%	
Prepaid pension costs	 	 	74,758	 	 	76,002	 	 	(1,244	)	 	-1.6	%	
Goodwill, net	 	 	390,009	 	 	388,158	 	 	1,851	 	 	0.5	%	
Other intangible assets, net	 	 	155,844	 	 	158,267	 	 	(2,423	)	 	-1.5	%	
Other assets	 	 	12,724	 	 	12,571	 	 	153	 	 	1.2	%	
 	 						 			 	 	 	 	
Total Assets	 	$	1,407,156	 	$	1,400,285	 	$	6,871	 	 	0.5	%	

Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Short-term debt	 	$	5,916	 	$	885	 	$	5,031	 	 	568.5	%	
Accounts payable	 	 	75,252	 	 	80,460	 	 	(5,208	)	 	-6.5	%	
Accrued expenses	 	 	56,779	 	 	74,252	 	 	(17,473	)	 	-23.5	%	
Income taxes payable	 	 	11,457	 	 	22,855	 	 	(11,398	)	 	-49.9	%	
Other current liabilities	 	 	45,511	 	 	43,051	 	 	2,460	 	 	5.7	%	
 	 			 			 			 	 	 	 	
Total current liabilities	 	 	194,915	 	 	221,503	 	 	(26,588	)	 	-12.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt	 	 	377,513	 	 	364,017	 	 	13,496	 	 	3.7	%	
Deferred income taxes	 	 	53,253	 	 	53,570	 	 	(317	)	 	-0.6	%	
Accrued pension & other postretirement benefit costs	 	 	76,568	 	 	74,999	 	 	1,569	 	 	2.1	%	
Long-term portion of environmental reserves	 	 	22,407	 	 	22,645	 	 	(238	)	 	-1.1	%	
Other liabilities	 	 	25,028	 	 	25,331	 	 	(303	)	 	-1.2	%	
 	 			 			 			 	 	 	 	
Total Liabilities	 	 	749,684	 	 	762,065	 	 	(12,381	)	 	-1.6	%	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock, $1 par value	 	 	25,542	 	 	25,493	 	 	49	 	 	0.2	%	
Additonal paid in capital	 	 	64,620	 	 	59,806	 	 	4,814	 	 	8.0	%	
Retained earnings	 	 	677,540	 	 	667,892	 	 	9,648	 	 	1.4	%	
Unearned portion of restricted stock	 	 	(81	)	 	(12	)	 	(69	)	 	575.0	%	
Accumulated other comprehensive income	 	 	22,109	 	 	20,655	 	 	1,454	 	 	7.0	%	
 	 			 			 			 	 	 	 	
 	 	 	789,730	 	 	773,834	 	 	15,896	 	 	2.1	%	
Less: cost of treasury stock	 	 	132,258	 	 	135,614	 	 	(3,356	)	 	-2.5	%	

Total Stockholders’ Equity	 	 	657,472	 	 	638,220	 	 	19,252	 	 	3.0	%	

Total Liabilities and Stockholders’ Equity	 	$	1,407,156	 	$	1,400,285	 	$	6,871	 	 	0.5	%	

Curtiss-Wright Corporation, Page 7
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)

 	 	Three Months Ended
March 31,	 	
 	 		 	
 	 	2006	 	2005	 	% 
Change	 	
 	 		 		 		 	
Sales:	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	$	121,167	 	$	109,413	 	 	10.7	%	
Motion Control	 	 	107,746	 	 	100,084	 	 	7.7	%	
Metal Treatment	 	 	53,639	 	 	48,990	 	 	9.5	%	

Total Sales	 	$	282,552	 	$	258,487	 	 	9.3	%	
 	 	 	 	 	 	 	 	 	 	 	
Operating Income:	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	$	10,866	 	$	10,467	 	 	3.8	%	
Motion Control	 	 	5,055	 	 	6,418	 	 	-21.2	%	
Metal Treatment	 	 	9,580	 	 	7,825	 	 	22.4	%	

Total Segments	 	 	25,501	 	 	24,710	 	 	3.2	%	
Corporate & Other	 	 	(882	)	 	2,769	 	 	-131.9	%	

Total Operating Income	 	$	24,619	 	$	27,479	 	 	-10.4	%	

 	 	 	 	 	 	 	 	 	 	 	
Operating Margins:	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	 	9.0	%	 	9.6	%	 	 	 	
Motion Control	 	 	4.7	%	 	6.4	%	 	 	 	
Metal Treatment	 	 	17.9	%	 	16.0	%	 	 	 	
Total Curtiss-Wright	 	 	8.7	%	 	10.6	%	 	 	 	

Curtiss-Wright Corporation, Page 8
About Curtiss-Wright
Curtiss-Wright Corporation is a diversified company headquartered in Roseland, New Jersey. The Company designs, manufactures and overhauls products for motion control and flow control applications and provides a variety of metal treatment services. The firm employs approximately 6,000 people. More information on Curtiss-Wright can be found at www.curtisswright.com .
###
Certain statements made in this release, including statements about future revenue, organic revenue growth, annual revenue, net income, organic operating income growth, future business opportunities, and cost saving initiatives, and future cash flow from operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements present management’s expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include, but are not limited to: a reduction in anticipated orders; an economic downturn; changes in competitive marketplace and/or customer requirements; a change in government spending; an inability to perform customer contracts at anticipated cost levels; and other factors that generally affect the business of aerospace, defense contracting, electronics, marine, and industrial companies. Such factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and subsequent reports filed with the Securities and Exchange Commission.
This press release and additional information is available at www.curtisswright.com .

Contact:	Alexandra M. Deignan	
 	(973) 597-4734	
 	adeignan@curtisswright.com