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 26, 2007
 
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 26, 2007, the Company issued a press release announcing financial results for the first quarter ended March 31, 2007. 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 27, 2007 at 9:00am EDT for management to discuss the Company's 2007 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 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 enter Passcode 54248787.
 
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 26, 2007	

 
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 26, 2007

 
3

 
 
EXHIBIT INDEX
 
Exhibit
Number	 	Description	
 	 	 	
99.1	 	Press Release, dated April 26, 2007.	

 
4

 

FOR IMMEDIATE RELEASE
CURTISS-WRIGHT REPORTS FIRST QUARTER 2007 FINANCIAL
RESULTS; INCREASES GUIDANCE
- - -

Sales increase 18%; Operating Income up 43%; Net Earnings up 59%
Backlog at Record Level
ROSELAND, NJ – April 26, 2007 – Curtiss-Wright Corporation (NYSE: CW) today reports
financial results for the quarter ended March 31, 2007. The highlights are as follows:

•	 	Net sales for the first quarter of 2007 increased 18% to $332.6 million from $282.6 million in	
 	 	the first quarter of 2006.	
 	
•	 	Operating income in the first quarter of 2007 increased 43% to $35.1 million from $24.6	
 	 	million in the first quarter of 2006.	
 	
•	 	Net earnings for the first quarter of 2007 increased 59% to $19.5 million, or $0.44 per diluted	
 	 	share, from $12.3 million, or $0.28 per diluted share, in the first quarter of 2006.	
 	
•	 	New orders received in the first quarter of 2007 were $392.7 million, up 1% compared to the	
 	 	first quarter of 2006.	
 	
•	 	Backlog reached a new record high level of $936.3 million at March 31, 2007, up 7% from	
 	 	$875.5 million at December 31, 2006.	

Curtiss-Wright Corporation, Page 2
“We are pleased to report a great start to 2007 with strong revenue growth along with increased operating income, net earnings, and cash flow from operations in the first quarter of 2007,” commented Martin R. Benante, Chairman and CEO of Curtiss-Wright Corporation. “Our strong earnings performance in the first quarter was driven by improvements in operational efficiencies in our Motion Control segment, which experienced organic sales and operating income growth of 22% and 158%, respectively, compared to the prior year. In addition, our Metal Treatment segment experienced strong organic sales and operating income growth of 13% and 30%, respectively, in the first quarter of 2007. From a market perspective, our commercial sales grew 24%, led by strong organic growth of 39% in the oil and gas market and 17% in the commercial aerospace market. Our record backlog is a clear indication of the success of our products and programs and provides great momentum heading into the rest of the year. We continue to invest in a number of military and commercial development programs and have recently introduced many new products to the marketplace. We expect these investments to provide significant future opportunities and improved profitability.”
Sales
Sales growth in first quarter of 2007 was generated by strong organic growth of 14% from the prior year. This organic sales growth was driven primarily by our Motion Control and Metal Treatment segments, which experienced organic growth of 22% and 13%, respectively, compared to the prior year period. Our Flow Control segment’s organic sales increased 8% in the first quarter of 2007 as compared to the prior year period. The acquisitions made in 2006 contributed $9.6 million in incremental sales during the first quarter of 2007 over the comparable period in 2006.
In our base businesses, higher sales from our Flow Control segment to the oil and gas market, higher sales from our Motion Control segment to the commercial and defense aerospace and ground defense markets, and higher sales from our Metal Treatment segment of global shot peening and specialty coatings services, all contributed to the strong organic sales growth. Foreign currency translation favorably impacted sales by $5.0 million in the first quarter of 2007 compared to the prior year period.
Operating Income
Operating income in the first quarter of 2007 increased 43% over the comparable prior year period. Our overall operating margins improved to 10.6% in the first quarter of 2007, up 190 basis points from the prior year period. The increase in operating income was mainly due to higher sales volume and its favorable impact on fixed cost absorption, as well as efficiency improvements in our Motion Control and Metal Treatment segments. This improvement was partially offset by lower margins in our Flow Control segment due to unfavorable sales mix resulting mainly from higher development work, lower naval defense sales, and business consolidation costs. Our 2006 acquisitions lowered operating income by $0.5 million in the first quarter of 2007 due to start-up costs and ongoing business consolidation costs. Lastly, foreign currency translation favorably impacted operating income by $1.0 million for the first quarter 2007, as compared to the prior year period.

Curtiss-Wright Corporation, Page 3
Net Earnings
Net earnings for the first quarter of 2007 of $19.5 million increased 59% from the comparable prior year period. Interest expense was flat year-over-year and our other non-operating income increased by $0.6 million, mainly due to higher investment income. Our effective tax rate for the first quarter of 2007 was 36%, as compared to 37% in the first quarter of 2006.
Cash Flow
Net cash used by operating activities for the first quarter of 2007 was ($7.7) million, an improvement of 78% from ($34.2) million in the first quarter of 2006. Our 2007 Free Cash Flow, defined as cash flow from operations less capital expenditures, was ($19.8) million, a 53% improvement from ($41.9) million in the first quarter of 2006. All three operating segments experienced improved results. Overall cash conversion, defined as Free Cash Flow divided by net earnings, reached (101%) in the first quarter of 2007 as compared to (341%) in the first quarter of 2006. The improved cash flow resulted from higher earnings and more efficient working capital management.
Segment Performance
Flow Control – Sales for the first quarter of 2007 were $137.7 million, up 14% over the comparable period last year due to solid organic growth of 8% and the contribution from our 2006 acquisitions, which provided $6.5 million in incremental sales. The organic sales growth was due to higher sales to the oil and gas market, led by continued strong demand for our coker valve products, as well as higher sales to the commercial nuclear power market mainly due to the timing of refurbishment cycles and plant outages. Partially offsetting this growth was a decline in naval defense sales due to the timing of build schedules for the submarine and aircraft carrier programs. Sales of this business segment were favorably impacted by foreign currency translation of $0.4 million in the first quarter of 2007 compared to the prior year period.
Operating income for this segment decreased 8% in the first quarter of 2007 compared to the prior year period. Our 2006 acquisitions lowered operating income by $1.0 million in the first quarter of 2007 due to start-up costs and labor inefficiencies associated with our business consolidation efforts. Our organic operating income was essentially flat year-over-year as unfavorable sales mix associated with a greater degree of development work were offset by higher overall sales volume. Operating income of this business segment was minimally affected by foreign currency translation in the first quarter of 2007 compared to the prior year period.
Motion Control – Sales for the first quarter of 2007 of $131.3 million increased 22% over the comparable period last year, all from organic growth. This organic growth was due primarily to higher sales of OEM products to the commercial aerospace market and embedded computing products to the aerospace and ground defense markets. In addition, this segment had higher global sales of controllers and sensor products to the general industrial market. Sales of this business segment were favorably impacted by foreign currency translation of $2.4 million in the first quarter of 2007 compared to the prior year period.

Curtiss-Wright Corporation, Page 4
Operating income for this segment increased 158% in the first quarter of 2007 compared to the prior year period. The strong improvement was primarily driven by higher sales volume and its favorable impact on fixed cost absorption and post integration benefits in our embedded computing group. Operating income also benefited from favorable sales mix resulting from increased sales of higher margin products such as our helicopter handling systems, integrated sensors, and controllers. Operating income of this business segment was favorably impacted by foreign currency translation of $0.2 million in the first quarter of 2007 compared to the prior year period
Metal Treatment – Sales for the first quarter of 2007 of $63.7 million were 19% higher than the comparable period last year. The improvement in the first quarter of 2007 was due to organic growth of 13% and the contribution from our 2006 acquisition, which added $3.1 million in incremental sales. The organic sales growth was driven by higher global shot peening revenues to the commercial and defense aerospace markets along with strong demand in the automotive market for our specialty coatings services. Foreign currency translation favorably impacted sales by $2.2 million in the first quarter of 2007 as compared to the prior year period.
Operating income increased 35% for the first quarter of 2007 as compared to the prior year period, 30% of which was organic. Higher sales volume and its associated impact on fixed costs absorption were the main drivers for the margin improvement. Operating income of this segment was favorably impacted by foreign currency translation of $0.8 million in the first quarter of 2007 compared to the prior year period.
Mr. Benante concluded, “As we begin the year 2007, we are confident in our ability to generate long-term shareholder value by continuing to grow our sales and earnings. Much of our revenues are dependant upon customer delivery schedules which result in variability from quarter to quarter. However, our operational efficiencies were better than expected in the first quarter and, as a result, we are increasing our full year 2007 guidance to revenues in the range of $1.385 billion and $1.41 billion; operating income in the range of $168 million and $175 million; and fully diluted earnings per share in the range of $2.05 and $2.15. The revised 2007 guidance does not include any potential impact resulting from the recently announced selection of the AP-1000 design to be used in power plants by China.”
“Our backlog is strong and at a new record level. 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 advanced technologies should continue to generate growth opportunities in each of our three business segments in 2007 and beyond.”
**********
The Company will host a conference call to discuss the first quarter 2007 results at 9:00 EST Friday, April 27, 2007. 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.

Curtiss-Wright Corporation, Page 5
(Tables to Follow)

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)

 	 	Three Months Ended	 	Three Months	
 	 	March 31,	 	Change	
 	 	2007	 	 	2006	 	 	$	 	 	%   		
 	
Net sales	 	$	332,609	 	 	$	282,552	 	 	$	50,057	 	 	17.72	%	
Cost of sales	 		221,222	 	 		190,491	 	 		30,731	 	 	16.13	%	
  Gross profit	 	 	111,387	 	 	 	92,061	 	 	 	19,326	 	 	20.99	%	
 	
Research & development expenses	 	 	11,339	 	 	 	9,971	 	 	 	1,368	 	 	13.72	%	
Selling expenses	 	 	20,272	 	 	 	18,342	 	 	 	1,930	 	 	10.52	%	
General and administrative expenses	 	 	44,361	 	 	 	39,342	 	 	 	5,019	 	 	12.76	%	
Environmental remediation and administrative	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
    expenses, net	 	 	162	 	 	 	(238	)	 	 	400	 	 	-168.07	%	
Loss on sale of real estate and fixed assets	 		111	 	 		25	 	 		86	 	 	344.00	%	
 	
  Operating income	 	 	35,142	 	 	 	24,619	 	 	 	10,523	 	 	42.74	%	
 	
Other income, net	 	 	884	 	 	 	304	 	 	 	580	 	 	190.79	%	
Interest expense	 		(5,500	)	 		(5,434	)	 		(66	)	 	1.21	%	
 	
Earnings before income taxes	 	 	30,526	 	 	 	19,489	 	 	 	11,037	 	 	56.63	%	
Provision for income taxes	 		11,023	 	 		7,211	 	 		3,812	 	 	52.86	%	
 	
Net earnings	 	$	19,503	 	 	 
$	12,278	 	 	$	7,225	 	 	58.85	%	
 	
Basic earnings per share	 	$	0.44	 	 	$	0.28	 	 	 	 	 	 	 	 	
Diluted earnings per share	 	$	0.44	 	 	$	0.28	 	 	 	 	 	 	 	 	
 	
Dividends per share	 	$	0.06	 	 	 
$	0.06	 	 	 	 	 	 	 	 	
 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
    Basic	 	 	44,150	 	 	 	43,636	 	 	 	 	 	 	 	 	
    Diluted	 	 	44,720	 	 	 	44,134	 	 	 	 	 	 	 	 	

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

 	 	March 31,	 	December 31,	 	Change	 	 	 	
 	 	2007	 	2006	 	$	 	%	 	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
  Current Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	
      Cash and cash equivalents	 	$	100,580	 	$	124,517	 	$	(23,937	)	 	-19.2	%	
      Receivables, net	 	 	291,454	 	 	284,774	 	 	6,680	 	 	2.3	%	
      Inventories, net	 	 	176,635	 	 	161,528	 	 	15,107	 	 	9.4	%	
      Deferred income taxes	 	 	24,696	 	 	32,485	 	 	(7,789	)	 	-24.0	%	
      Other current assets	 		22,295	 		19,341	 		2,954	 	 	15.3	%	
        Total current assets	 		615,660	 		622,645	 		(6,985	)	 	-1.1	%	
  Property, plant, and equipment, net	 	 	298,720	 	 	296,652	 	 	2,068	 	 	0.7	%	
  Prepaid pension costs	 	 	60,031	 	 	92,262	 	 	(32,231	)	 	-34.9	%	
  Goodwill, net	 	 	414,964	 	 	411,101	 	 	3,863	 	 	0.9	%	
  Other intangible assets, net	 		154,734	 		158,080	 		(3,346	)	 	-2.1	%	
  Other assets	 		11,667	 		11,416	 		251	 	 	2.2	%	
 	
        Total Assets	 	$	1,555,776	 	$	1,592,156	 	$	(36,380	)	 	-2.3	%	
 	
Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
  Current Liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
      Short-term debt	 	$	892	 	$	5,874	 	$	(4,982	)	 	-84.8	%	
      Accounts payable	 	 	93,634	 	 	96,023	 	 	(2,389	)	 	-2.5	%	
      Accrued expenses	 	 	67,139	 	 	81,532	 	 	(14,393	)	 	-17.7	%	
      Income taxes payable	 	 	14,187	 	 	23,003	 	 	(8,816	)	 	-38.3	%	
      Deferred revenue	 	 	62,253	 	 	57,305	 	 	4,948	 	 	8.6	%	
      Other current liabilities	 		28,143	 		28,388	 		(245	)	 	-0.9	%	
        Total current liabilities	 	 	266,248	 	 	292,125	 	 	(25,877	)	 	-8.9	%	
  Long-term debt	 	 	358,996	 	 	359,000	 	 	(4	)	 	0.0	%	
  Deferred income taxes	 	 	52,670	 	 	57,055	 	 	(4,385	)	 	-7.7	%	
  Accrued pension & other postretirement benefit costs	 	 	40,081	 	 	71,006	 	 	(30,925	)	 	-43.6	%	
  Long-term portion of environmental reserves	 	 	21,023	 	 	21,220	 	 	(197	)	 	-0.9	%	
  Other liabilities	 		29,990	 		29,676	 		314	 	 	1.1	%	
        Total Liabilities	 		769,008	 		830,082	 		(61,074	)	 	-7.4	%	

Stockholders' Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
  Common stock, $1 par value	 	 	47,626	 	 	47,533	 	 	93	 	 	0.2	%	
  Additional paid in capital	 	 	72,956	 	 	69,887	 	 	3,069	 	 	4.4	%	
  Retained earnings	 	 	732,648	 	 	716,030	 	 	16,618	 	 	2.3	%	
  Accumulated other comprehensive income	 		56,872	 		55,806	 		1,066	 	 	1.9	%	
 	 	 	910,102	 	 	889,256	 	 	20,846	 	 	2.3	%	
  Less: cost of treasury stock	 		123,334	 		127,182	 		(3,848	)	 	-3.0	%	
 	
        Total Stockholders' Equity	 		786,768	 		762,074	 		24,694	 	 	3.2	%	
 	
        Total Liabilities and Stockholders' Equity	 	$	1,555,776	 	$	1,592,156	 	$	(36,380	)	 	-2.3	%	

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

 	 	Three Months Ended	
 	 	March 31,	
 	 	 	 	 	 	 	 	 	 	%	
 	 	2007	 	 	2006	 	 	Change	
Sales:	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	$	137,693	 	 	$	121,167	 	 	13.6%	
Motion Control	 		131,257	 	 	 	107,746	 	 	21.8%	
Metal Treatment	 		63,659	 	 		53,639	 	 	18.7%	
 	
Total Sales	 	$	332,609	 	 	$	282,552	 	 	17.7%	
 	
Operating Income:	 		 	 	 		 	 	 	 	
Flow Control	 	$	9,980	 	 	$	10,866	 	 	-8.2%	
Motion Control	 		13,061	 	 		5,055	 	 	158.4%	
Metal Treatment	 		12,970	 	 		9,580	 	 	35.4%	
 	
Total Segments	 	$	36,011	 	 	$	25,501	 	 	41.2%	
Corporate & Other	 		(869	)	 		(882	)	 	-1.5%	
 	 			 	 			 	 		
Total Operating Income	 	$	35,142	 	 	$	24,619	 	 	42.7%	

Operating Margins:	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	 	7.2%		 	 	9.0%		 	 	
Motion Control	 	 	10.0%		 	 	4.7%		 	 	
Metal Treatment	 	 	20.4%		 	 	17.9%		 	 	
Total Curtiss-Wright	 	 	10.6%		 	 	8.7%		 	 	

Curtiss-Wright Corporation, Page 8
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NON-GAAP FINANCIAL DATA (UNAUDITED)
(In thousands)

 	 	Three Months Ended	 	
 	 	
March 31,	 	
 	 	2007	 	2006	 	
Net Cash Used by Operating	 	$	(7,698	)	 	$	(34,235	)	
      Activities	 		 	 	 		 	 	
 	 	 	 	 	 	 	 	 	
Capital Expenditures	 		(12,069	)	 		(7,686	)	
 	 	 	 	 	 	 	 	 	
Free Cash Flow (1)	 	$	(19,767	)	 	$	(41,921	)	
 	 	 	 	 	 	 	 	 	
Cash Conversion (1)	 	 	-101%		 	 	-341%		

(1) The Corporation discloses free cash flow and cash conversion because the Corporation believes that they are measurements of cash flow that are available for investing and financing activities. Free cash flow is defined as net cash flow provided by operating activities less capital expenditures. Free cash flow represents cash generated after paying for interest on borrowings, income taxes, capital expenditures, and working capital requirements, but before repaying outstanding debt and investing cash or utilizing debt credit lines to acquire businesses and make other strategic investments. Cash conversion is defined as free cash flow divided by net earnings. Free cash flow, as we define it, may differ from similarly named measures used by entities and, consequently, could be misleading unless all entities calculate and define free cash flow in the same manner.

Curtiss-Wright Corporation, Page 9
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 6,300 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, quarterly and annual revenue, net income, organic operating income growth, future business opportunities, 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, 2006 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