Curtiss-Wright - 10-Q quarterly report FY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
Commission File Number 1-134

CURTISS-WRIGHT CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	13-0612970
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4 Becker Farm Road Roseland, New Jersey	07068
(Address of principal executive offices)	(Zip Code)


(973) 597-4700
(Registrant’s telephone number, including area code)

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 and (2) has been subject to such filing requirements for the past 90 days.

Yes S No £

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes S No £

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, par value $1.00 per share: 21,674,511 shares (as of July 29, 2005).

Page 1 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

TABLE of CONTENTS

			PAGE

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements:

		Consolidated Statements of Earnings	3

		Consolidated Balance Sheets	4

		Consolidated Statements of Cash Flows	5

		Consolidated Statements of Stockholders’ Equity	6

		Notes to Consolidated Financial Statements	7 – 19

Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations		20 – 31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		32

Item 4.	Controls and Procedures		32


PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		32

Item 2.	Unregistered Sales of Securities and Use of Proceeds		32

Item 4.	Submission of Matters to a Vote of Security Holders		33

Item 6.	Exhibits and Reports on Form 8-K		34

Signature			36

Page 2 of 36

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

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

	Three Months Ended June 30,						Six Months Ended June 30,

	2005			2004			2005			2004


Net sales	$	283,193		$	222,428		$	541,680		$	437,361
Cost of sales		182,894			146,406			355,612			289,744

Gross profit		100,299			76,022			186,068			147,617

Research and development expenses		11,580			7,754			21,808			15,966
Selling expenses		17,971			14,743			34,895			27,347
General and administrative expenses		36,501			27,789			69,969			53,038
Environmental remediation and administrative expenses		573			51			656			291
Pension expense		500			42			1,000			82
(Gain) loss on sale of real estate and fixed assets		(12	)		230			(2,925	)		317

Operating income		33,186			25,413			60,665			50,576

Other (expense) income, net		(576	)		523			(700	)		121
Interest expense		(4,778	)		(3,018	)		(9,081	)		(5,283	)


Earnings before income taxes		27,832			22,918			50,884			45,414
Provision for income taxes		9,898			8,594			18,427			15,481


Net earnings	$	17,934		$	14,324		$	32,457		$	29,933


Basic earnings per share	$	0.83		$	0.68		$	1.51		$	1.42

Diluted earnings per share	$	0.82		$	0.67		$	1.49		$	1.40



Dividends per share	$	0.09		$	0.09		$	0.18		$	0.18


Weighted average shares outstanding:
Basic		21,608			21,136			21,557			21,013
Diluted		21,888			21,460			21,844			21,330

See notes to consolidated financial statements

Page 3 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)

	June 30, 2005			December 31, 2004

Assets
Current Assets:
Cash and cash equivalents	$	47,983		$	41,038
Receivables, net		243,138			214,084
Inventories, net		137,370			115,979
Deferred tax assets, net		26,123			25,693
Other current assets		10,416			12,460

Total current assets		465,030			409,254

Property, plant and equipment, net		267,619			265,243
Prepaid pension costs		76,865			77,802
Goodwill		388,132			364,313
Other intangible assets, net		152,111			140,369
Other assets		17,542			21,459

Total Assets	$	1,367,299		$	1,278,440


Liabilities
Current Liabilities:
Short-term debt	$	934		$	1,630
Dividends payable		1,948			—
Accounts payable		64,678			65,364
Accrued expenses		62,054			63,413
Income taxes payable		12,517			13,895
Other current liabilities		49,818			52,793

Total current liabilities		191,949			197,095

Long-term debt		402,561			340,860
Deferred tax liabilities, net		48,317			40,043
Accrued pension and other postretirement benefit costs		81,545			80,612
Long-term portion of environmental reserves		24,282			23,356
Other liabilities		23,267			20,860

Total Liabilities		771,921			702,826

Stockholders’ Equity
Common stock, $1 par value		25,447			16,646
Class B common stock, $1 par value		—			8,765
Additional paid-in capital		57,360			55,885
Retained earnings		629,636			601,070
Unearned portion of restricted stock		(23	)		(34	)
Accumulated other comprehensive income		21,311			36,797

		733,731			719,129
Less: Cost of treasury stock		(138,353	)		(143,515	)

Total Stockholders’ Equity		595,378			575,614

Total Liabilities and Stockholders’ Equity	$	1,367,299		$	1,278,440

See notes to consolidated financial statements

Page 4 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)

	Six Months Ended June 30,
	2005			2004

Cash flows from operating activities:
Net earnings	$	32,457		$	29,933

Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		23,777			20,423
(Gain) loss on sale of real estate and fixed assets		(2,925	)		317
Non-cash pension expense		1,000			82
Deferred income taxes		(1,158	)		(1,807	)
Changes in operating assets and liabilities, net of businesses acquired:
Increase in receivables		(10,070	)		(10,358	)
Increase in inventories		(17,375	)		(2,242	)
Increase (decrease) in progress payments		477			(5,657	)
(Decrease) increase in accounts payable and accrued expenses		(1,937	)		3,764
(Decrease) increase in deferred revenue		(888	)		2,573
Increase (decrease) in income taxes payable		829			(1,883	)
Decrease (increase) in other assets		933			(435	)
Increase (decrease) in other liabilities		2,108			(684	)

Total adjustments		(5,229	)		4,093

Net cash provided by operating activities		27,228			34,026


Cash flows from investing activities:
Proceeds from sales of capital assets		11,020			1,246
Acquisitions of intangible assets		(255	)		(1,525	)
Additions to property, plant and equipment		(22,032	)		(13,746	)
Acquisition of new businesses		(68,942	)		(163,811	)

Net cash used for investing activities		(80,209	)		(177,836	)


Cash flows from financing activities:
Proceeds from issuance of debt		255,000			198,005
Principal payments on debt		(195,226	)		(119,075	)
Proceeds from exercise of stock options		4,815			4,952
Dividends paid		(1,943	)		(1,890	)

Net cash provided by financing activities		62,646			81,992

Effect of foreign currency		(2,720	)		(24	)

Net increase (decrease) in cash and cash equivalents		6,945			(61,842	)
Cash and cash equivalents at beginning of period		41,038			98,672

Cash and cash equivalents at end of period	$	47,983		$	36,830



Supplemental disclosure of investing activities:
Fair value of assets acquired from current year acquisitions	$	82,494		$	193,043
Additional consideration paid for previous years’ acquisitions		6,384			1,707
Fair value of Common Stock issued as consideration for acquisitions		—			(13,000	)
Liabilities assumed from current year acquisitions		(19,716	)		(15,611	)
Cash acquired from current year acquisitions		(220	)		(2,328	)

Net cash paid for acquisitions	$	68,942		$	163,811

See notes to consolidated financial statements

Page 5 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands)

	Common Stock		Class B Common Stock			Additional Paid in Capital			Retained Earnings			Unearned Portion of Restricted Stock Awards			Accumulated Other Comprehensive Income			Treasury Stock


December 31, 2003	$	16,611	$	8,765		$	52,998		$	543,670		$	(55	)	$	22,634		$	(165,742	)

Net earnings		—		—			—			65,066			—			—			—
Translation adjustments, net		—		—			—			—			—			14,163			—
Dividends		—		—			—			(7,666	)		—			—			—
Stock options exercised, net		—		—			(1,748	)		—			—			—			11,345
Stock issued under employee stock purchase plan, net		35		—			1,358			—			—			—			—
Equity issued in connection with acquisitions		—		—			3,259			—			—			—			10,741
Other		—		—			18			—			21			—			141

December 31, 2004		16,646		8,765			55,885			601,070			(34	)		36,797			(143,515	)


Net earnings		—		—			—			32,457			—			—			—
Translation adjustments, net		—		—			—			—			—			(15,486	)		—
Dividends		—		—			—			(3,891	)		—			—			—
Stock options exercised, net		—		—			(205	)		—			—			—			5,114
Stock issued under employee stock purchase plan, net		36		—			1,701			—			—			—			—
Recapitalization		8,765		(8,765	)		—			—			—			—			—
Other		—		—			(21	)		—			11			—			48

June 30, 2005	$	25,447	$	—		$	57,360		$	629,636		$	(23	)	$	21,311		$	(138,353	)

See notes to consolidated financial statements

Page 6 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	1.	BASIS of PRESENTATION

	Curtiss-Wright Corporation and its subsidiaries (the “Corporation”) is a diversified multinational provider of highly engineered products and services for high performance platforms. The Corporation provides products and services to a number of global markets, such as defense, commercial aerospace, nuclear power generation, oil and gas, automotive, and general industrial markets. Operations are conducted through 33 manufacturing facilities, 56 metal treatment service facilities, and 2 aerospace component overhaul and repair locations.

	The unaudited consolidated financial statements include the accounts of Curtiss-Wright Corporation and its majority-owned subsidiaries. All material intercompany transactions and accounts have been eliminated.

	The unaudited consolidated financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America and such preparation requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. The most significant of these estimates include the costs to complete long-term contracts under the percentage of completion accounting method, the useful lives for property, plant, and equipment, cash flows used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, amount of inventory obsolescence, valuation of intangible assets, warranty reserves, and future environmental costs. Actual results may differ from these estimates. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.

	The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2004 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

	Certain prior year information has been reclassified to conform to current presentation.

	2.	CHANGES IN CAPITAL STRUCTURE

	On May 24, 2005, the Corporation completed a recapitalization that resulted in the combination of the Corporation’s two classes of common stock into a single new class by converting all outstanding shares of Common stock and Class B common stock into a single new class of common stock. The recapitalization was accomplished through a merger of a wholly owned subsidiary into the Corporation, in which the outstanding shares of Common stock and Class B common stock were exchanged for shares of the single class of Common stock. The ownership of the Corporation’s new class of Common stock was the same immediately after the merger as it was immediately prior. As of June 30, 2005, there were 21,618,218 shares outstanding of Common stock.

	In addition to the recapitalization, in May 2005, shareholders approved a proposal to increase the number shares of Common stock authorized for issuance from 45 million shares to 100 million shares.

Page 7 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	3.	ACQUISITIONS

	The Corporation acquired one business during the six months ended June 30, 2005, as described in more detail below. The acquisition has been accounted for as a purchase with the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill. The Corporation makes preliminary estimates of the purchase price allocations, including the value of identifiable intangibles with a finite life, and records amortization based upon the estimated useful life of those intangible assets identified. The Corporation will adjust these estimates based upon analysis of third party appraisals, when deemed appropriate, and the determination of fair value when finalized, within twelve months from acquisition.

	The following unaudited pro forma financial information shows the results of operations for the three months and six months ended June 30, 2005 and 2004, as though the 2004 and 2005 acquisitions had occurred on January 1, 2004. The unaudited pro forma presentation reflects adjustments for (i) the amortization of acquired intangible assets, (ii) depreciation of fixed assets at their acquired fair values, (iii) additional interest expense on acquisition-related borrowings, (iv) the issuance of stock as consideration, (v) the income tax effect on the pro forma adjustments, using local statutory rates, and (vi) costs of the acquired businesses incurred as a result of the acquisition. The pro forma adjustments related to certain acquisitions are based on preliminary purchase price allocations. Differences between the preliminary and final purchase price allocations could have a significant impact on the unaudited pro forma financial information presented. The unaudited pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the acquisitions been completed as of the date indicated above or the results that may be obtained in the future.

	(In thousands, except per share amounts)
	Three Months Ended June 30,				Six Months Ended June 30,
	2005		2004		2005		2004

Revenue	$	283,193	$	252,570	$	546,132	$	503,820
Net earnings		17,934		14,815		31,967		30,476
Diluted earnings per share		0.82		0.68		1.46		1.41


	Please refer to the Corporation’s 2004 Annual Report on Form 10-K for more detail on the 2004 acquisitions. The results of the acquired business have been included in the consolidated financial results of the Corporation from the date of acquisition in the segment indicated as follows:

	Motion Control Segment

	*Indal Technologies, Inc.*
	On March 1, 2005, the Corporation acquired the outstanding stock of the parent corporation of Indal Technologies, Inc. (“Indal”). The purchase price was 78.0 million Canadian dollars ($62.8 million) in cash and was funded from credit available under the Corporation’s revolving credit facilities.

Page 8 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	The purchase price of the acquisition has been preliminarily allocated to the net tangible and intangible assets acquired, with the remainder recorded as goodwill, on the basis of estimated fair values as of June 30, 2005, as follows:

	(In thousands)
Net working capital	$	18,787
Property, plant, and equipment		6,734
Intangible assets		17,948
Deferred income tax liabilities		(9,292	)

Net tangible and intangible assets		34,177
Purchase price, including capitalized acquisition costs		62,778

Goodwill	$	28,601

	The estimated excess of the purchase price over the fair value of the net assets acquired is $29.0 million at June 30, 2005, including foreign currency translation adjustment gains of $0.4 million. The fair value of the net assets acquired was based on current estimates. The Corporation may adjust these estimates based upon analysis of third party appraisals and the final determination of fair value.

	Indal provides shipboard helicopter handling systems for naval applications with a global installed base on over 200 ships, including more than 100 systems deployed in the U.S. Navy. Indal’s highly engineered, proprietary products enable helicopters to land aboard naval vessels in rough sea conditions. Indal also designs and manufactures specialized telescopic hangars that provide protection for helicopters aboard ships and cable handling systems for naval sonar applications. Indal is headquartered near Toronto, Ontario, Canada. Revenues of the acquired business were 49.4 million Canadian dollars ($38.2 million) for the year ended December 31, 2004.

	4.	RECEIVABLES

	Receivables at June 30, 2005 and December 31, 2004 include amounts billed to customers and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed as of the dates presented. Substantially all amounts of unbilled receivables are expected to be billed and collected within a year. The composition of receivables for those periods is as follows:

	(In thousands)
	June 30, 2005			December 31, 2004

Billed Receivables:
Trade and other receivables	$	168,532		$	156,891
Less: Allowance for doubtful accounts		(4,088	)		(4,011	)

Net billed receivables		164,444			152,880

Unbilled Receivables:
Recoverable costs and estimated earnings not billed		98,278			79,156
Less: Progress payments applied		(19,584	)		(17,952	)

Net unbilled receivables		78,694			61,204

Receivables, net	$	243,138		$	214,084


	The net receivable balance at June 30, 2005 included $19.8 million related to the Corporation’s 2005 acquisition.

Page 9 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	5.	INVENTORIES

	In accordance with industry practice, inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories is as follows:

	(In thousands)
	June 30, 2005			December 31, 2004

Raw material	$	48,893		$	49,616
Work-in-process		43,235			35,157
Finished goods and component parts		56,523			50,117
Inventoried costs related to U.S. Government and other long-term contracts		26,427			19,396

Gross inventories		175,078			154,286
Less: Inventory reserves		(26,832	)		(26,276	)
Progress payments applied, principally related to long-term contracts		(10,876	)		(12,031	)

Inventories, net	$	137,370		$	115,979


	The net inventory balance at June 30, 2005 included $5.5 million related to the Corporation’s 2005 acquisition.

	6.	GOODWILL

	The Corporation accounts for acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill.

	The changes in the carrying amount of goodwill for the six months ended June 30, 2005 are as follows:

	(In thousands)
	Flow Control			Motion Control			Metal Treatment			Consolidated

December 31, 2004	$	115,202		$	228,579		$	20,532		$	364,313
Goodwill from 2005 acquisitions		—			28,587			—			28,587
Change in previous estimates of fair value of net assets acquired		321			—			—			321
Additional consideration of prior years’ acquisitions		177			208			39			424
Currency translation adjustment		(600	)		(4,526	)		(387	)		(5,513	)

June 30, 2005	$	115,100		$	252,848		$	20,184		$	388,132


	The purchase price allocations relating to one of the businesses acquired during the twelve months ended June 30, 2005 is based on estimates and has not yet been finalized.

Page 10 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	7.	OTHER INTANGIBLE ASSETS, net

	Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, trademarks and service marks, and technology licenses. Intangible assets are amortized over useful lives that range between 1 and 20 years.

	The following tables present the cumulative composition of the Corporation’s intangible assets and include $9.9 million of indefinite lived intangible assets within other intangible assets for both periods presented.

June 30, 2005	Gross		(In thousands) Accumulated Amortization			Net

Developed technology	$	85,766	$	(9,933	)	$	75,833
Customer related intangibles		69,159		(6,765	)		62,394
Other intangible assets		16,135		(2,251	)		13,884

Total	$	171,060	$	(18,949	)	$	152,111

December 31, 2004	Gross		(In thousands) Accumulated Amortization			Net

Developed technology	$	75,970	$	(7,436	)	$	68,534
Customer related intangibles		62,049		(4,282	)		57,767
Other intangible assets		15,952		(1,884	)		14,068

Total	$	153,971	$	(13,602	)	$	140,369

	The following table presents the changes in the net balance of intangibles assets during the six months ended June 30, 2005.

	(In thousands)
	Developed technology, net			Customer Related Intangibles, net			Other Intangible Assets, net			Total

December 31, 2004	$	68,534		$	57,767		$	14,068		$	140,369
Acquired during 2005		10,769			7,179			255			18,203
Amortization expense		(2,737	)		(2,502	)		(375	)		(5,614	)
Net currency translation adjustment		(733	)		(50	)		(64	)		(847	)

June 30, 2005	$	75,833		$	62,394		$	13,884		$	152,111

Page 11 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	8.	WARRANTY RESERVES

The Corporation provides its customers with warranties on certain commercial and governmental products. Estimated warranty costs are charged to expense in the period the related revenue is recognized based on quantitative historical experience. Estimated warranty costs are reduced as these costs are incurred and as the warranty period expires and may be otherwise modified as specific product performance issues are identified and resolved. Warranty reserves are included within other current liabilities on the Corporation’s Consolidated Balance Sheets. The following table presents the changes in the Corporation’s warranty reserves:

	(In thousands) Six Months Ended June 30,
	2005			2004

Warranty reserves at January 1,	$	9,667		$	10,011
Increase due to acquisitions		1,796			875
Provision for current year sales		1,531			1,105
Current year claims		(1,271	)		(842	)
Change in estimates to pre-existing warranties		(727	)		(849	)
Foreign currency translation adjustment		(397	)		33

Warranty reserves at June 30,	$	10,599		$	10,333

	9.	DEBT

	Debt at June 30, 2005 and December 31, 2004 consists of the following:

	(In thousands)
	June 30, 2005		December 31, 2004

Industrial Revenue Bonds, due through 2028	$	14,268	$	14,296
Revolving Credit Agreement, due 2009		185,000		124,500
Senior Notes due 2010		75,377		75,329
Senior Notes due 2013		127,975		126,793
Other debt		875		1,572

Total debt		403,495		342,490
Less: Short-term debt		934		1,630

Total Long-term debt	$	402,561	$	340,860

The weighted average net interest rate per annum for the Corporation was 4.5% and 3.7% for the three months ended June 30, 2005 and June 30, 2004, respectively. The weighted average net interest rate per annum for the Corporation was 4.4% and 3.6% for the six months ended June 30, 2005 and June 30, 2004, respectively.

Page 12 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

The estimated fair values of the Corporation’s debt instruments at June 30, 2005 aggregated $408.5 million compared to a carrying value of $403.5 million. The carrying amount of the variable interest rate long-term debt approximates fair value because the interest rates are reset periodically to reflect current market conditions. Fair values for the Corporation’s fixed rate debt were estimated utilizing valuations provided by third parties in accordance with their proprietary models. The carrying amount of the interest rate swaps reflects their fair value as provided by third parties in accordance with their proprietary models.

	10.	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

	*Pension Plans*
	The components of net periodic pension cost (benefit) for the three months ended June 30, 2005 and 2004 were:

	(In thousands)
	Curtiss-Wright Plans						EMD Plans

	June 30, 2005			June 30, 2004			June 30, 2005			June 30, 2004

Service cost	$	2,595		$	2,318		$	924		$	841
Interest cost		1,992			1,956			2,064			1,999
Expected return on plan assets		(4,123	)		(4,255	)		(1,946	)		(2,022	)
Amortization of prior service cost		30			22			—			—
Amortization of net loss		7			2			—			—
Amortization of transition obligation		(1	)		(1	)		—			—

Net periodic benefit cost	$	500		$	42		$	1,042		$	818


	The components of net periodic pension cost (benefit) for the six months ended June 30, 2005 and 2004 were:

	(In thousands)
	Curtiss-Wright Plans						EMD Plans

	June 30, 2005			June 30, 2004			June 30, 2005			June 30, 2004

Service cost	$	5,190		$	4,636		$	1,848		$	1,682
Interest cost		3,984			3,910			4,128			3,998
Expected return on plan assets		(8,246	)		(8,510	)		(3,892	)		(4,044	)
Amortization of prior service cost		60			44			—			—
Amortization of net loss		14			4			—			—
Amortization of transition obligation		(2	)		(2	)		—			—

Net periodic benefit cost	$	1,000		$	82		$	2,084		$	1,636

During the six months ended June 30, 2005, the Corporation has paid zero and $2.2 million to the Curtiss-Wright and EMD pension plans, respectively. During 2005, the Corporation anticipates contributing $10.1 million to the EMD Pension Plan. No contributions to the Curtiss-Wright Pension Plan are anticipated in 2005, due to its funded status.

Page 13 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	*Other Postretirement Benefit Plans*
	The components of the net postretirement benefit cost for the three months ended June 30, 2005 and 2004 were:

	(In thousands)
	Curtiss-Wright Plan						EMD Plan

	June 30, 2005			June 30, 2004			June 30, 2005		June 30, 2004

Service cost	$	—		$	—		$	190	$	219
Interest cost		7			8			554		616

Amortization of net (gain) loss		(14	)		(15	)		—		—

Net periodic benefit (income) cost	$	(7	)	$	(7	)	$	744	$	835

	The components of the net postretirement benefit cost for the six months ended June 30, 2005 and 2004 were:

	(In thousands)
	Curtiss-Wright Plan						EMD Plan

	June 30, 2005			June 30, 2004			June 30, 2005		June 30, 2004

Service cost	$	—		$	—		$	381	$	438
Interest cost		14			16			1,106		1,233

Amortization of net (gain) loss		(29	)		(30	)		—		—

Net periodic benefit (income) cost	$	(15	)	$	(14	)	$	1,487	$	1,671

	During the six months ended June 30, 2005, the Corporation has paid zero and $0.9 million on the Curtiss-Wright and EMD post-retirement plans, respectively. During 2005, the Corporation anticipates contributing $0.1 million and $1.7 million to the post-retirement plans, respectively.

	The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was signed into law on December 8, 2003. In accordance with FASB Staff Position FAS 106-1, the Corporation made a one-time election to defer recognition of the effects of the law in the accounting for its plan under FAS 106 and in providing disclosures related to the plan until authoritative guidance on the accounting for the federal prescription drug subsidy is issued. Regulations regarding the implementation of the Act were finalized in February of 2005 and the Corporation concluded that the prescription drug benefits offered under this plan are not actuarially equivalent to Medicare Part D under the Act. Therefore, in accordance with FASB Staff Position FAS 106-2, any measures of the Accumulated Postretirement Benefit Obligation or Net Periodic Postretirement Benefit Cost reflect the effects of the Act on the plan.

Page 14 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	11.	EARNINGS PER SHARE

	Diluted earnings per share were computed based on the weighted average number of shares outstanding plus all potentially dilutive common shares. A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:

	(In thousands)
	Three Months Ended June 30,				Six Months Ended June 30,
	2005		2004		2005		2004

Basic weighted average shares outstanding		21,608		21,136		21,557		21,013
Dilutive effect of stock options and deferred stock compensation		280		324		287		317

Diluted weighted average shares outstanding		21,888		21,460		21,844		21,330

	At June 30, 2005 the Corporation had 125,000 stock options outstanding that could potentially dilute basic EPS in the future but were excluded from the computation of diluted EPS for the three and six months ended June 30, 2005 as they would have been antidilutive for those periods. There were no antidilutive shares for the three and six months ended June 30, 2004.

	12.	STOCK COMPENSATION PLANS

	In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”, the Corporation elected to account for its stock-based compensation using the intrinsic value method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. As such, the Corporation does not recognize compensation expense on non-qualified stock options granted to employees under the Corporation’s 1995 Long-Term Incentive Plan (“LTI Plan”) when the exercise price of the options is equal to the market price of the underlying stock on the date of the grant or on non-qualified stock options granted under the Corporation’s Employee Stock Purchase Plan (“ESPP”).

	Pro forma information regarding net earnings and earnings per share is required by SFAS No. 123, as amended, and has been determined as if the Corporation had accounted for its employee stock option grants under the fair value method prescribed by that Statement. Information with regard to the number of options granted, market price of the grants, vesting requirements, the maximum term of the options granted by plan type, risk-free interest rate, the expected volatility, the expected dividend yield, the weighted-average option life, and the weighted-average grant-date fair value of options is included in the Corporation’s 2004 Annual Report on Form 10-K.

Page 15 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	The Corporation’s pro forma results are as follows:

	(In thousands, except per share data)
	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004


Net earnings, as reported	$	17,934		$	14,324		$	32,457		$	29,933
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(631	)		(306	)		(1,199	)		(613	)

Pro forma net earnings	$	17,303		$	14,018		$	31,258		$	29,320


Net earnings per share:
As reported:
Basic	$	0.83		$	0.68		$	1.51		$	1.42
Diluted	$	0.82		$	0.67		$	1.49		$	1.40
Pro forma:
Basic	$	0.80		$	0.66		$	1.45		$	1.39
Diluted	$	0.79		$	0.65		$	1.43		$	1.37


	In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“FAS 123(R)”). This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in FAS 123. This Statement is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. On April 14, 2005 the U.S. Securities and Exchange Commission announced a deferral of the effective date of FAS 123(R) until January 1, 2006 for calendar year companies. The Corporation has not yet determined the impact of this pronouncement.

	13.	ENVIRONMENTAL MATTERS

The environmental obligation at June 30, 2005 was $26.1 million compared to $25.2 million at December 31, 2004. Approximately 80% of the Corporation’s environmental reserves as of June 30, 2005 and December 31, 2004 represent the current value of anticipated remediation costs and are not discounted primarily due to the uncertainty of timing of expenditures. The remaining environmental reserves are discounted using a rate of 4% to reflect the time value of money since the amount and timing of cash payments for the liability are reliably determinable. All environmental reserves exclude any potential recovery from insurance carriers or third-party legal actions.

Page 16 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

In the first quarter of 2005, the Corporation sold its Fairfield, New Jersey non-operating property, which was formerly an operating facility for the Corporation’s Motion Control segment. Under the sale agreement, the Corporation has retained the responsibility to continue the ongoing environmental remediation on the property. At the date of the sale, remediation costs associated with the Fairfield site were anticipated to be incurred over three to five years with an estimated cost of $1.5 million. As of June 30, 2005, $0.1 million of costs have been incurred.

	14.	SEGMENT INFORMATION

	The Corporation manages and evaluates its operations based on the products and services it offers and the different markets it serves. Based on this approach, the Corporation has three reportable segments: Flow Control, Motion Control, and Metal Treatment.

	(In thousands) Three Months Ended June 30, 2005
	Flow Control		Motion Control		Metal Treatment		Segment Totals		Corporate & Other			Consolidated Totals

Revenue from external customers	$	114,324	$	117,854	$	51,015	$	283,193	$	—		$	283,193
Intersegment revenues		—		155		130		285		(285	)		—
Operating income		12,756		12,738		9,112		34,606		(1,420	)		33,186

	(In thousands) Three Months Ended June 30, 2004
	Flow Control		Motion Control		Metal Treatment		Segment Totals		Corporate & Other			Consolidated Totals

Revenue from external customers	$	86,205	$	91,578	$	44,645	$	222,428	$	—		$	222,428
Intersegment revenues		—		—		89		89		(89	)		—
Operating income		8,654		10,025		7,439		26,118		(705	)		25,413

	(In thousands) Six Months Ended June 30, 2005
	Flow Control		Motion Control		Metal Treatment		Segment Totals		Corporate & Other			Consolidated Totals

Revenue from external customers	$	223,737	$	217,938	$	100,005	$	541,680	$	—		$	541,680
Intersegment revenues		—		276		238		514		(514	)		—
Operating income		23,105		19,128		16,929		59,162		1,503			60,665

	(In thousands) Six Months Ended June 30, 2004
	Flow Control		Motion Control		Metal Treatment		Segment Totals		Corporate & Other			Consolidated Totals

Revenue from external customers	$	175,600	$	174,922	$	86,839	$	437,361	$	—		$	437,361
Intersegment revenues		—		—		273		273		(273	)		—
Operating income		19,085		18,314		14,016		51,415		(839	)		50,576

Page 17 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	(In thousands) Identifiable Assets
	Flow Control		Motion Control		Metal Treatment		Segment Totals		Corporate & Other		Consolidated Totals

June 30, 2005	$	418,118	$	658,922	$	199,013	$	1,276,053	$	91,246	$	1,367,299
December 31, 2004		415,504		576,275		194,783		1,186,562		91,878		1,278,440

Adjustments to reconcile to earnings before income taxes:

	(In thousands) Three months ended June 30,						(In thousands) Six months ended June 30,
	2005			2004			2005			2004

Total segment operating income	$	34,606		$	26,118		$	59,162		$	51,415
Corporate and administrative		(1,420	)		(705	)		(1,256	)		(839	)
Gain (loss) on sale of Corporate real estate and fixed assets		—			—			2,759			—
Other income (expense), net		(576	)		523			(700	)		121
Interest expense		(4,778	)		(3,018	)		(9,081	)		(5,283	)

Earnings before income taxes	$	27,832		$	22,918		$	50,884		$	45,414

	15.	(GAIN) LOSS ON SALE OF REAL ESTATE AND FIXED ASSETS

On March 17, 2005, the Corporation completed the sale of its Fairfield, New Jersey property, a former operating property, for $10.5 million. The property encompasses approximately 39 acres and was formerly an operating facility for the Company’s Motion Control segment now located in Shelby, North Carolina. As a result of the sale, the Corporation recognized a pre-tax gain of $2.8 million in the first quarter of 2005, which is recorded in operating income in the Corporation’s Consolidated Statements of Earnings.

	16.	COMPREHENSIVE INCOME

	Total comprehensive income for the three months and six months ended June 30, 2005 and 2004 are as follows:

	(In thousands) Three months ended June 30,						(In thousands) Six months ended June 30,
	2005			2004			2005			2004

Net earnings	$	17,934		$	14,324		$	32,457		$	29,933
Equity adjustment from foreign currency translations		(11,694	)		(1,168	)		(15,486	)		(415	)

Total comprehensive income	$	6,240		$	13,156		$	16,971		$	29,518


	The equity adjustment from foreign currency translation represents the effect of translating the assets and liabilities of the Corporation’s non-U.S. entities. This amount is impacted year-over-year by foreign currency fluctuations and by the acquisitions of foreign entities.

Page 18 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)

	17.	CONTINGENCIES AND COMMITMENTS

	The Corporation, through its subsidiary located in Switzerland, entered into a credit agreement with UBS AG (“UBS”) for a credit facility in the amount of 6.0 million Swiss francs ($4.7 million) for the issue of performance guarantees related to long-term contracts. The Corporation received prepayments on these contracts, which are being used as collateral against the credit facility. The customers can draw down on the line of credit for nonperformance up to the amount of pledged collateral, which is released from restriction over time as the Corporation meets its obligations under the long-term contracts. Under the terms of this credit facility agreement, the Corporation is not permitted to borrow against the line of credit. The Corporation is charged a commitment fee on the outstanding balance of the collateralized cash. As of June 30, 2005, the amount of restricted cash under this facility was $2.7 million, all of which is expected to be released from restriction after one year.

	The Corporation has several NRC licenses necessary for the continued operation of the business. In connection with these licenses, the NRC required financial assurance from the Corporation (in the form of a parent company guarantee) representing estimated environmental decommissioning and remediation costs associated with the commercial operations covered by the licenses. The guarantee for costs of decommissioning the facility, which is estimated for 2017, is $3.1 million.

	Consistent with other entities its size, the Corporation is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Corporation’s results of operations or financial position.

Page 19 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I – ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS

FORWARD-LOOKING INFORMATION

Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain “forward-looking” information. Examples of forward-looking information include, but are not limited to, (a) projections of or statements regarding return on investment, future earnings, interest income, other income, earnings or loss per share, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance, and (d) statements of assumptions, such as economic conditions underlying other statements. Such forward-looking information can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. No assurance can be given that the future results described by the forward-looking information will be achieved. Such statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking information. Such statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in (a) Item 1. Financial Statements and (b) Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Important factors that could cause the actual results to differ materially from those in these forward-looking statements include, among other items, the Corporation’s successful execution of internal performance plans; performance issues with key suppliers, subcontractors, and business partners; the ability to negotiate financing arrangements with lenders; legal proceedings; changes in the need for additional machinery and equipment and/or in the cost for the expansion of the Corporation’s operations; ability of outside third parties to comply with their commitments; product demand and market acceptance risks; the effect of economic conditions; the impact of competitive products and pricing; product development, commercialization, and technological difficulties; social and economic conditions and local regulations in the countries in which the Corporation conducts its businesses; unanticipated environmental remediation expenses or claims; capacity and supply constraints or difficulties; an inability to perform customer contracts at anticipated cost levels; changing priorities or reductions in the U.S. Government defense budget; contract continuation and future contract awards; U.S. and international military budget constraints and determinations; the factors discussed under the caption “Risk Factors” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004; and other factors that generally affect the business of companies operating in the Corporation’s markets and/or industries.

The Corporation assumes no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements.

Page 20 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

COMPANY ORGANIZATION

The Corporation manages and evaluates its operations based on the products and services it offers and the different markets it serves. Based on this approach, the Corporation has three reportable segments: Flow Control, Motion Control, and Metal Treatment. The Flow Control segment primarily designs, manufactures, distributes, and services a broad range of highly engineered flow-control products. These products are for severe service military and commercial applications including power generation, oil and gas, and general industrial. The Motion Control segment primarily designs, develops, and manufactures high-performance mechanical systems, drive systems, embedded computing solutions, and electronic controls and sensors for the defense, aerospace, and general industrial markets. Metal Treatment provides a variety of metallurgical services, principally shot peening, laser peening, heat treating, and coatings, for various industries, including military and commercial aerospace, automotive, construction equipment, oil and gas, power generation, and general industrial.

RESULTS of OPERATIONS

Analytical definitions

Throughout management’s discussion and analysis of financial condition and results of operations, the terms “incremental,” “base,” and “organic” are used to explain changes from period to period. “Incremental” references are defined as the current period results of acquisitions included in the Corporation’s results of operations for which no prior period results exist. Therefore, the results of operations for acquisitions are “incremental” for the first twelve months from the date of acquisition.

For quarterly reporting purposes, acquisitions are segregated from the results of the Corporation’s other businesses for a full year, or in the more likely event of a mid-quarter acquisition, 5 quarters. For year to date reporting purposes, acquisitions remain segregated for two years. The remaining businesses are referred to as the “base” businesses, and operations of the base businesses are referred to as “organic.” An acquisition is considered base when the reporting period includes fully comparable current and prior period data. Therefore, for the three months and six months ended June 30, 2005, our organic growth excludes the seven acquisitions completed since March 31, 2004, and the twelve acquisitions completed since January 1, 2004, respectively.

Three months ended June 30, 2005

Sales for the second quarter of 2005 totaled $283.2 million, an increase of 27% from sales of $222.4 million for the second quarter of 2004. New orders received for the current quarter of $284.9 million were up 37% over new orders of $208.1 million for the second quarter of 2004. Acquisitions made since March 31, 2004 contributed $44.5 million in incremental new orders received in the second quarter of 2005. Backlog increased 18% to $740.6 million at June 30, 2005 from $627.7 million at December 31, 2004. The acquisition made during 2005 represented $48.3 million of the backlog at June 30, 2005. Approximately 70% of our backlog is from military business.

Page 21 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

Sales for the second quarter of 2005 as compared to the same period last year benefited from the acquisitions since March 31, 2004, which contributed $31.6 million in incremental sales (or 52% of the overall increase) in the second quarter of 2005. The sales for the second quarter of 2005 also benefited from overall organic growth of 12%, with double digit organic growth experienced in all three segments.

The Corporation experienced organic growth in nearly all of its markets, primarily driven by sales to the commercial aerospace and oil and gas markets. Commercial aerospace original equipment manufacturer (“OEM”), spares, and repair and overhaul revenues were up at our Motion Control and Metal Treatment segments, contributing $7.2 million to the increase over the second quarter of 2004. The Flow Control segment’s coker valve product continued to penetrate the oil and gas market, and contributed significantly to the Corporation’s $7.1 million growth in this market. Sales of embedded computing systems from our Motion Control segment was the largest contributor to the $4.9 million increase in the defense aerospace market while Metal Treatment services provided to the automotive industry drove revenue growth of $4.0 million in that market. In addition, foreign currency translation favorably impacted sales by $2.1 million for the quarter ended June 30, 2005, compared to the prior year period.

Operating income for the second quarter of 2005 totaled $33.2 million, an increase of 31% from operating income of $25.4 million for the same period last year. The increase is primarily attributable to the higher sales volumes, favorable sales mix, and previously implemented cost reduction initiatives, which resulted in 24% overall organic operating income growth. All three segments realized organic operating income growth in excess of 20%, led by the Flow Control segment at 28%. In addition, acquisitions since March 31, 2004 contributed $1.1 million in incremental operating income in the second quarter of 2005. General and administrative costs increased $8.7 million for the three months ended June 30, 2005 primarily due to the acquisitions since March 31, 2004, which comprised $6.0 million of the increase period over period. The remaining increase is due to added infrastructure necessary to support our business growth. Research and development costs increased $3.8 million, mainly due to acquisitions, which represented $2.1 million of the increase. The reallocation of engineering resources from program specific development work has been the primary driver behind the remaining increase. The higher segment operating income was partially offset by additional pension expense for the second quarter of 2005 of $0.5 million due to additional service costs resulting from the acquisitions and slightly lower investment returns. Foreign currency translation had a favorable impact of $0.3 million on operating income for the second quarter of 2005, as compared to the prior year period.

Net earnings for the second quarter of 2005 totaled $17.9 million, or $0.82 per diluted share, which represents an increase of 25% over the net earnings for the second quarter of 2004 of $14.3 million, or $0.67 per diluted share. Higher segment operating income in the second quarter of 2005 of $8.5 million more than offset the Corporation’s higher pension expense and interest expense as compared to the second quarter of 2004. The higher interest expense for the second quarter of 2005 was due to higher debt levels associated with the funding of the Corporation’s acquisition program and higher interest rates.

Page 22 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

Six months ended June 30, 2005

Sales for the first six months of 2005 increased 24% to $541.7 million, as compared to $437.4 million for the same period last year. New orders received for the first six months of $610.8 million, were up 38% over new orders of $443.5 million for the first six months of 2004. Acquisitions made in 2004 and 2005 contributed $89.8 million in incremental new orders received in the first six months of 2005.

Acquisitions made in 2004 and 2005 contributed $67.4 million in incremental sales (or 65% of the total increase) for the six months ended June 30, 2005. Sales for the first six months of 2005 also benefited from overall organic growth of 8%. The organic growth was driven by our Metal Treatment, which experienced organic growth of 13% followed by our Motion Control and Flow Control segments at 8% and 5%, respectively, for the first six months of 2005 over the prior year periods.

In our base businesses, higher sales to the commercial aerospace, oil and gas, and automotive markets contributed $12.1 million, $9.6 million, and $8.1 million, respectively, to the organic growth. Commercial aerospace sales were driven by higher OEM revenue from the Metal Treatment and Motion Control segments for shot-peening work performed on Airbus wing skins and Boeing actuator production, respectively. Increased sales to the oil and gas market were primarily due to the Flow Control segment’s coker valve, while metal treatment services provided to the automotive industry was the most significant factor to that market’s growth. Favorable foreign currency translation also positively impacted sales for the first six months of 2005 by $4.3 million, as compared to the same period last year.

Operating income for the first six months of 2005 increased to $60.7 million, up 20% over the $50.6 million from the same period last year. The increase is primarily due to the higher sales volumes, favorable mix, and previously implemented cost reduction initiatives. Additionally, the increase included a $2.8 million gain on the sale of our Fairfield property. Higher operating income from our base businesses, which increased 17% for the first six months of 2005, was driven by strong organic growth in our Metal Treatment and Motion Control segments of 17% and 15%, respectively, over the prior year period. Operating income from the base businesses within our Flow Control segment increased 6% as compared to the prior year period. General and administrative costs increased $16.9 million for the six months ended June 30, 2005 mainly due to the acquisitions in 2004 and 2005, which comprised $13.1 million of the increase period over period. The remaining increase is due to added infrastructure necessary to support our business growth. Research and development costs increased $5.8 million, primarily due to acquisitions, which represented $5.6 million of the increase. The higher segment operating income was partially offset by higher pension expense of $0.9 million for the six months ended June 30, 2005 over the comparable prior year period. Foreign currency translation had a favorable impact of $0.7 million on operating income for the first six months of 2005, as compared to the prior year period.

Net earnings for the first six months of 2005 totaled $32.5 million, or $1.49 per diluted share, representing an increase of 8% over net earnings of $29.9 million, or $1.40 per diluted share for the first six months of 2004. Net earnings for the first six months of 2004 included a one-time tax benefit of $1.5 million resulting from a change in legal structure of one of our subsidiaries. The improvements were partially offset by higher interest expense of $2.4 million, net of tax, in the first half of 2005, which is associated with debt incurred to fund our acquisition program and from higher interest rates.

Page 23 of 36

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

Segment Operating Performance:

	Three Months Ended June 30,									Six Months Ended June 30,

	2005			2004			% Change			2005			2004			% Change

Sales:
Flow Control	$	114,324		$	86,205			32.6	%	$	223,737		$	175,600			27.4	%
Motion Control		117,854			91,578			28.7	%		217,938			174,922			24.6	%
Metal Treatment		51,015			44,645			14.3	%		100,005			86,839			15.2	%


Total Sales	$	283,193		$	222,428			27.3	%	$	541,680		$	437,361			23.9	%

Operating Income:
Flow Control	$	12,756		$	8,654			47.4	%	$	23,105		$	19,085			21.1	%
Motion Control		12,738			10,025			27.1	%		19,128			18,314			4.4	%
Metal Treatment		9,112			7,439			22.5	%		16,929			14,016			20.8	%


Total Segments		34,606			26,118			32.5	%		59,162			51,415			15.1	%
Pension (Expense)/Income		(500	)		(42	)		1090.5	%		(1,000	)		(82	)		1119.5	%
Corporate & Other		(920	)		(663	)		38.8	%		2,503			(757	)		-430.6	%



Total Operating Income	$	33,186		$	25,413			30.6	%	$	60,665		$	50,576			19.9	%


Operating Margins:
Flow Control		11.2	%		10.0	%					10.3	%		10.9	%
Motion Control		10.8	%		10.9	%					8.8	%		10.5	%
Metal Treatment		17.9	%		16.7	%					16.9	%		16.1	%
Total Curtiss-Wright		11.7	%		11.4	%					11.2	%		11.6	%

Flow Control

The Corporation’s Flow Control segment posted sales of $114.3 million for the second quarter of 2005, an increase of 33% from $86.2 million in the second quarter of 2004, primarily due to the contribution of acquisitions since March 31, 2004, which contributed $16.6 million in incremental sales (or 59% of the overall increase) in the second quarter of 2005. Organic sales growth was 12% in the second quarter of 2005, driven primarily by a $6.9 million increase in sales to the oil and gas market, led by higher demand for our coker valve products, which accounted for 65% of the increase, due to greater customer acceptance and increased installations. Other oil and gas valve and field service revenues were up $2.4 million due to increased maintenance expenditures by refineries. Higher sales of our JP-5 valves and ball valves for use on Nimitz-class aircraft carriers and Virginia-class submarines, respectively, contributed $2.9 million of the $4.2 million increase in valve sales to the U.S. Navy. These increased sales were partially offset by lower revenues from electromechanical products to the U.S. Navy of $3.1 million due to timing of programs requiring more procurement and development in the current period and less production. Revenues from pump production decreased $6.3 million as compared to the prior year period, while development work on the U.S. Army’s electromagnetic gun increased revenues by $2.5 million and sales for secondary plant propulsion systems increased $1.6 million. Sales of this business segment also benefited from favorable foreign currency translation of $0.5 million in the second quarter of 2005 as compared to the prior year period.

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MANAGEMENT’S DISCUSSION and ANALYSIS of
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Operating income for the second quarter of 2005 was $12.8 million, an increase of 47% as compared to $8.7 million for the same period last year. Acquisitions since March 31, 2004 contributed $1.1 million of incremental operating income in the second quarter of 2005. The segment achieved organic growth of 28% due to higher sales volume, favorable sales mix, and previously implemented cost control initiatives.

Sales for the first six months of 2005 were $223.7 million, an increase of 27% over the same period last year of $175.6 million. The increase was mainly due to the 2004 acquisitions, which contributed $37.4 million to this segment’s sales during the first six months of 2005. The segment also experienced organic growth of 5% in the first six months of 2005 as compared to the prior year period primarily resulting from higher sales to the oil and gas market of $9.4 million and the commercial power generation market of $1.7 million. These increases were partially offset by lower overall sales to the United States defense market of $4.3 million. Revenues derived from the oil and gas market were driven mainly by our coker valve sales, which increased $6.4 million, as the product continues to gain acceptance in the industry. Other oil and gas valve and field service revenues were up $3.0 million due to increased maintenance expenditures by refineries in the second quarter of 2005. Commercial power generation revenues are being driven by sales of control drive rod mechanisms to nuclear power plants, which increased $1.2 million period over period. Sales in this market are generally driven by customer maintenance schedules, which vary in timing and can cause fluctuations from period to period. The reduction in defense revenues was due primarily to a decline in pump and generator sales to the U.S. Navy of $15.2 million due to timing of programs requiring more procurement and development in the current period and less production. Revenues associated with these products are expected to increase in the second half of 2005 through greater production work on the CVN 21 aircraft carrier and the Virginia-class submarine. The decline in pump and generator sales were mostly offset by increased revenues from development work on the electromagnetic gun, and higher sales of valves and generic electronic products. Development work on the U.S. Army’s electromagnetic gun increased revenues by $5.0 million. The majority of the valve sales increase came from JP-5 valves and ball valves for use on Nimitz-class nuclear aircraft carriers and Virginia-class submarines, respectively, which contributed $3.8 million in additional sales. Electronic products revenues increased $2.5 million mainly from sales of generic cards. Sales also benefited from favorable foreign currency translation of $0.9 million in the first half of 2005, as compared to the same period last year.

Operating income for the first six months of 2005 was $23.1 million, an increase of 21% over the same period last year of $19.1 million. The 2004 acquisitions contributed $2.5 million of incremental operating income to the first six months of 2005. The segment achieved organic growth of 6% due to higher sales volume, overall favorable sales mix, and previously implemented cost control initiatives offset by lower margins on development programs and increased development costs on new products.

New orders received for the Flow Control segment totaled $127.8 million in the second quarter of 2005 and $260.5 million for the first six months of 2005, representing an increase of 80% and 40% from the same periods in 2004, respectively. Acquisitions made since March 31, 2004 contributed $35.4 million in incremental new orders received in the second quarter of 2005. Acquisitions made since January 1, 2004 contributed $57.5 million in incremental new orders for the first six months of 2005. Backlog increased 9% to $432.2 million at June 30, 2005 from $396.3 million at December 31, 2004.

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Motion Control

Sales for the Corporation’s Motion Control segment improved 29% to $117.9 million in the second quarter of 2005 from $91.6 million in the second quarter of 2004. Acquisitions since March 31, 2004 contributed $15.0 million in incremental sales (or 58% of the overall increase) for the second quarter of 2005. Organic sales growth was 12% in the second quarter of 2005 mainly due to higher sales of embedded computing products to the defense aerospace market of $5.7 million, higher sales of OEM and spares products and repair and overhaul services to the commercial aerospace market of $5.0 million, and higher sales of industrial controller products of $1.8 million as compared to the prior year period. Embedded computing defense aerospace sales growth was driven by development work on the weapons bay hoist systems for the Joint Unmanned Combat Air System (“J-UCAS”) X-45 program and production work on helicopter radar warning systems, which contributed $1.3 million and $1.2 million, respectively. Commercial aerospace OEM sales increased $2.8 million with the main drivers consisting of actuation systems production for Boeing, and increased sales of data recording devices, sensor units, and control electronics. Repair and overhaul sales increased $1.4 million due to the continuing recovery of the industry, with order increases coming from domestic airlines as they perform previously deferred maintenance. Partially offsetting these increases are lower sales of F-16 spares and lower revenues from tilting train systems in Europe due to expiration of this program in 2004, each of which are down $1.3 million as compared to the second quarter of 2004. In addition, foreign currency translation favorably impacted sales for the second quarter of 2005 by $1.0 million, as compared to the prior year period.

Operating income in the second quarter of 2005 was $12.7 million, an increase of 27% over operating income of $10.0 million in the second quarter of 2004. The segment’s acquisitions since March 31, 2004 did not contribute to the growth in operating income due to lower revenues due primarily to customer delivery requirements and continuing integration costs. Organic operating income growth for the segment was 26%. The increase was driven primarily by higher sales volume and previously implemented cost control initiatives. The improvement was partially offset by less favorable sales mix resulting from decreased higher margin sales, such as the F-16 spares and tilting train program, and higher development work which generate lower margins. The business segment also benefited from favorable foreign currency translation in the second quarter of 2005 of $0.1 million, as compared to the second quarter of 2004.

Sales for the first six months of 2005 were $217.9 million, an increase of 25% from sales of $174.9 during the first six months of 2004, primarily due to the contribution of the 2004 and 2005 acquisitions, which contributed $28.3 million in incremental sales (or 66% of the overall increase). Organic sales growth was 8% in the first six months of 2005 as compared to 2004, mainly due to higher sales of OEM and spares products and repair and overhaul services to the commercial aerospace market of $7.4 million, higher sales of embedded computing products to the defense aerospace market of $6.4 million, higher sales of industrial controller products of $2.8 as compared to the prior year period. Commercial aerospace OEM sales increased $3.5 million with the main drivers consisting of actuation systems production for Boeing, and higher sales of our data recording devices, sensor units, and control electronics. Repair and overhaul sales increased $1.7 million due to the continuing recovery of the industry with order increases coming from domestic airlines as they perform previously deferred maintenance. Embedded computing defense

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aerospace sales growth was driven by production work on helicopter radar warning systems and development work on the weapons bay hoist systems for the J-UCAS, which contributed $3.1 million and $1.7 million, respectively. Partially offsetting these increases are lower sales of F-16 spares of $4.0 million and lower sales of tilting train systems in Europe of $3.0 million as compared to the first six months of 2004. In addition, foreign currency translation favorably impacted sales for the first six months of 2005 by $2.0 million, as compared to the prior year period.

Operating income for the first six months of 2005 was $19.1 million as compared to $18.3 million for the comparable period in 2004, an increase of 4%. The segment’s acquisitions in 2004 and 2005 experienced an incremental loss of $1.5 million for the first six months of 2005 due to lower revenues based on customer delivery requirements and integration costs of $1.0 million. Organic operating income growth for the segment was 15%, which was driven primarily by higher sales volume and previously implemented cost control initiatives. The improvement was partially offset by less favorable sales mix resulting from decreased higher margin sales, such as the F-16 spares and tilting train program, and higher development work which generate lower margins. The segment also benefited from favorable foreign currency translation in the first six months of 2005 of $0.3 million, as compared to the first six months of 2004.

New orders received for the Motion Control segment totaled $105.6 million in the second quarter of 2005 and $249.0 million for the first six months of 2005, representing an increase of 14% and 47% from the same periods in 2004, respectively. Acquisitions made in 2004 and 2005 contributed $9.1 million and $30.6 million in incremental new orders received in the second quarter and first six months of 2005, respectively. Backlog increased 33% to $305.3 million at June 30, 2005 from $229.6 million at December 31, 2004. The acquisition made in 2005 represented $48.3 million of the backlog at June 30, 2005.

Metal Treatment

Sales for the Corporation’s Metal Treatment segment totaled $51.0 million for the second quarter of 2005, up 14% when compared with $44.6 million in the second quarter of 2004. The growth, all of which was organic, was due mainly to the strong sales growth from our global shot peening services, which contributed $5.2 million due to new programs and additional customer orders. The coatings division contributed $0.7 million to the growth, mainly from its aerospace customers. Offsetting these increases were lower laser peening sales, which were down $0.4 million from the same period of the prior year as work on fan blades for use in commercial aircraft engines winds down and the timing of new programs has moved into future periods. In addition, foreign currency translation favorably impacted sales for the second quarter of 2005 by $0.6 million, as compared to the prior year period.

Operating income for the second quarter of 2005 increased 23% to $9.1 million from $7.4 million for the same period last year. Overall margin improvement was due to higher sales volume partially offset by unfavorable sales mix and higher operating costs. This segment also benefited from favorable foreign currency translation in the second quarter of 2005 of $0.2 million, as compared to the prior year period.

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Sales for the Corporation’s Metal Treatment segment totaled $100.0 million for the first six months of 2005, up 15% when compared with $86.8 million for the comparable period of 2004. Organic sales growth was 13% in the first six months of 2005, contributing $11.1 million to the increase. The organic growth was due to strong sales growth from our global shot peening services, which contributed $8.9 million due to increases in the aerospace and automotive markets. Increased shot peen forming services on wing skins for Airbus and shot peening services on Rolls-Royce engines drove the aerospace increases, while automotive work increased in Europe and the United States due to orders on new programs. The coatings division experienced organic growth of $1.0 million, also from the aerospace and automotive markets. Sales from the heat treating division were up by $0.9 million over the prior year period due to strengthening economic conditions. These gains were partially offset by a decline in laser peening sales of $1.0 million, as work on fan blades for use in commercial aircraft engines winds down and timing of new programs has moved into future periods. The 2004 acquisitions contributed $1.7 million of incremental sales in the first six months of 2005. In addition, foreign currency translation favorably impacted the sales for the first six months of 2005 by $1.4 million, as compared to the prior year period.

Operating income for the first six months of 2005 increased 21% to $16.9 million from $14.0 million for the same period last year. Higher volumes in our shot peening and coatings businesses drove the improvements in operating income, offset partially by lower margin services and increased operating costs. The segment also benefited from favorable foreign currency translation in the first six months of 2005 of $0.3 million, as compared to the prior year period.

New orders received for the Metal Treatment segment totaled $51.6 million in the second quarter of 2005 and $101.3 million for the first six months of 2005, representing an increase of 16% from the same periods in 2004. Acquisitions made in 2004 contributed $1.7 million in incremental new orders received in the first six months of 2005. Backlog increased 68% to $3.1 million at June 30, 2005 from $1.9 million at December 31, 2004.

Interest Expense

Interest expense increased $1.8 million and $3.8 million for the second quarter and first six months of 2005, respectively, versus the comparable prior year periods. The increases were due to higher debt levels and higher interest rates associated with the funding of our acquisitions, which accounted for approximately 60% and 40% of the increase, respectively.

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CHANGES IN FINANCIAL CONDITION

Liquidity and Capital Resources

The Corporation derives the majority of its operating cash inflow from receipts on the sale of goods and services and cash outflow for the procurement of materials and labor, and is therefore subject to market fluctuations and conditions. A substantial portion of the Corporation’s business is in the defense sector, which is characterized by long-term contracts. Most of our long-term contracts allow for several billing points (progress or milestones) that provide the Corporation with cash receipts as costs are incurred throughout the project rather than upon contract completion, thereby reducing working capital requirements. In some cases, these payments can exceed the costs incurred on a project.

Operating Activities

The Corporation’s working capital was $273.1 million at June 30, 2005, an increase of $60.9 million from the working capital at December 31, 2004 of $212.2 million. The ratio of current assets to current liabilities was 2.4 to 1 at June 30, 2005 versus 2.1 to 1 at December 31, 2004. Cash and cash equivalents totaled $48.0 million in the aggregate at June 30, 2005, up from $41.0 million at December 31, 2004. Days sales outstanding at June 30, 2005 was 50 days as compared to 47 days at December 31, 2004. Inventory turns at June 30, 2005 were 5.6 as compared to 5.8 at December 31, 2004.

Excluding cash, working capital increased $54.0 million from December 31, 2004, partially due to the Indal Technologies acquisition made in the first quarter of 2005. The remainder of the increase was driven mainly by increases in inventory of $17.4 million and accounts receivable of $10.1 million. Inventory balances rose primarily as a result of build up for expected increases in sales for the second-half of 2005 and strategic initiatives to lower turn-around time for deliveries. Accounts receivable increased due to the timing of contractual billings and industry cycles, partially offset by collection of receivables from certain large projects outstanding at December 31, 2004.

Investing Activities

The Corporation acquired one business in the first six months of 2005. Funds available under the Corporation’s credit agreement were utilized for the funding of the acquisition, which totaled $62.8 million. Additional acquisitions will depend, in part, on the availability of financial resources at a cost of capital that meets stringent criteria. As such, future acquisitions, if any, may be funded through the use of the Corporation’s cash and cash equivalents, additional financing available under the credit agreement, or new financing alternatives. Certain acquisition agreements contain contingent purchase price adjustments, such as potential earn-out payments. In the first six months of 2005, the Corporation made $1.0 million in earn-out payments. Additionally, the Corporation paid $5.1 million relating to prior period acquisitions, as required by the terms of the acquisition agreements.

Capital expenditures were $22.0 million in the first six months of 2005. Internally available funds were adequate to meet the capital expenditures. Principal expenditures included the purchase of a new facility for our European valves division and new and replacement machinery and equipment for the expansion of new product lines within the business segments. The Corporation is expected to make additional capital expenditures of approximately $23 million during the remainder of 2005 on machinery and equipment for ongoing operations at the

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MANAGEMENT’S DISCUSSION and ANALYSIS of
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business segments, expansion of existing facilities, and investments in new product lines and facilities. Additionally, the Corporation has received $11.0 million from the sale of real estate and fixed assets during the six months ended June 30, 2005, mainly resulting from the sale of the Fairfield property as discussed in Note 15 to the Corporation’s consolidated financial statements.

Financing Activities

At June 30, 2005, the Corporation had a $400 million revolving credit agreement (the “Agreement”) with a group of ten banks. Borrowings under the Agreement bear interest at a floating rate based on market conditions. In addition, the Corporation’s interest rate and level of facility fees are dependent on certain financial ratio levels, as defined in the Agreement. The Corporation is subject to annual facility fees on the commitments under the Agreement. In connection with the Agreement, the Corporation paid customary transaction fees that have been deferred and are being amortized over the term of the Agreement. The Corporation is required under these agreements to maintain certain financial ratios and meet certain financial tests, the most restrictive of which is a debt to capitalization limit of 55%. The Agreement does not contain any subjective acceleration clauses. At June 30, 2005, the Corporation is in compliance with these covenants and had the flexibility to issue additional debt of $324 million without exceeding the covenant limit defined in the Agreement. The Corporation would consider other financing alternatives to maintain capital structure balance and ensure compliance with all debt covenants. Cash borrowings (excluding letters of credit) under the Agreement at June 30, 2005 were $185.0 million as compared to $124.5 million at December 31, 2004. The unused credit available under the Agreement at June 30, 2005 was $189.1 million. The Agreement expires in July 2009.

On September 25, 2003 the Corporation issued $200.0 million of Senior Notes (the “Notes”). The Notes consist of $75.0 million of 5.13% Senior Notes that mature on September 25, 2010 and $125.0 million of 5.74% Senior Notes that mature on September 25, 2013. The Notes are senior unsecured obligations and are equal in right of payment to the Corporation’s existing senior indebtedness. The Corporation, at its option, can prepay at any time, all or any part of, the Notes, subject to a make-whole amount in accordance with the terms of the Note Purchase Agreement. In connection with the Notes, the Corporation paid customary fees that have been deferred and are being amortized over the terms of the Notes. The Corporation is required under the Note Purchase Agreement to maintain certain financial ratios, the most restrictive of which is a debt to capitalization limit of 60%. At June 30, 2005, the Corporation is in compliance with these covenants.

On November 6, 2003 the Corporation entered into two interest rate swap agreements with notional amounts of $20 million and $60 million to effectively convert the fixed interest rates on the $75 million 5.13% Senior Notes and $125 million 5.74% Senior Notes, respectively, to variable rates based on specified spreads over six-month LIBOR. In the short-term, the swaps are expected to provide the Corporation with a lower level of interest expense related to the Notes.

Industrial revenue bonds, which are collateralized by real estate, machinery, and equipment, were $14.3 million at June 30, 2005 and December 31, 2004. The loans outstanding under the Senior Notes, Interest Rate Swaps, Revolving Credit Agreement, and Industrial Revenue Bonds had variable interest rates averaging 4.52% during the second quarter of 2005 and 3.65% for the second quarter of 2004.

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MANAGEMENT’S DISCUSSION and ANALYSIS of
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CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2004 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2005, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recently issued accounting standards:

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Accounting for Stock-Based Compensation” (“FAS 123(R)”). This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in FAS 123(R). This Statement is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. On April 14, 2005 the SEC announced a deferral of the effective date of FAS 123(R) for calendar year companies until January 1, 2006. The Corporation has not yet determined the impact of this pronouncement.

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“FAS 154”). This Statement requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the basis of the new accounting principle, unless it is impracticable to do so. FAS 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. The Corporation does not anticipate that the adoption of this statement will have a material impact on the Corporation’s results of operation or financial condition.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Corporation’s market risk during the six months ended June 30, 2005. Information regarding market risk and market risk management policies is more fully described in item “7A. Quantitative and Qualitative Disclosures about Market Risk” of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004.

Item 4. CONTROLS AND PROCEDURES

As of June 30, 2005, the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Corporation’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective, in all material respects, to ensure that information required to be disclosed in the reports the Corporation files and submits under the Exchange Act is recorded, processed, summarized, and reported as and when required.

There have not been any changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Corporation and its subsidiaries are subject to various pending claims, lawsuits, and contingent liabilities. The Corporation does not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on the Corporation’s consolidated financial position or results of operations.

Curtiss-Wright Corporation or its subsidiaries have been named in a number of lawsuits that allege injury from exposure to asbestos. To date, Curtiss-Wright has not been found liable or paid any material sum of money in settlement in any case. Curtiss-Wright believes that the minimal use of asbestos in its operations and the relatively non-friable condition of asbestos in its products makes it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate. Curtiss-Wright does maintain insurance coverage for these lawsuits and it believes adequate coverage exists to cover any unanticipated asbestos liability.

Item 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

Pursuant to Curtiss Wright’s 1996 Stock Plan for Non-Employee Directors, non-employee directors may elect to receive shares of Curtiss Wright’s common stock in lieu of all or a portion of their annual retainer and meeting fees instead of receiving such fees in cash. During the second quarter of fiscal 2005, the Company credited the Deferred Shares Accounts of certain non-employee directors with a total of 2,352 shares of common stock pursuant to the Plan. In each case, the shares were acquired at prices ranging from $46.00 to $51.70 per share, which represented 90.9% of the fair market value of such shares on the date of acquisition. The total amount of fees in respect of which shares were purchased during the quarter was $114,600.

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

Exemption from registration of the sales of the shares is claimed by the Company under Section 4(2) of the Securities Act of 1933, as amended.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 19, 2005, the Registrant held its annual meeting of stockholders. The matters submitted to a vote by the stockholders were the election of directors, the approval of a Plan of Merger to consolidate the Registrant’s dual common stock class structure, the approval of an Amendment to the Certificate of Incorporation, the adoption of the 2005 Omnibus Long-Term Incentive Plan, the adoption of the 2005 Stock Plan for Non-employee Directors, and the appointment of independent accountants for the Registrant.

The votes received by the director nominees were as follows:


	For		Withheld
*Class B common:*
Martin R. Benante		6,756,703		59,156

James B. Busey IV		6,749,477		66,382

Dave Lasky		6,749,151		66,708

Carl G. Miller		6,690,938		124,921

William B. Mitchell		6,755,871		59,988

John Myers		6,756,253		59,606

William W. Sihler		6,756,227		59,632

J. McLain Stewart		6,752,727		63,132

Common:
S. Marce Fuller		11,558,088		43,859

There were no broker non-votes or votes against any director.

The stockholders voting as single class vote in favor of adopting a Plan of Merger Agreement to authorize the combination of the Corporation’s dual common stock class structure. The holders of 15,323,365 shares voted in favor; 60,513 voted against and 36,761 abstained. There were 3,391,902 broker non-votes.

The stockholders voting as a single class approved the amendment to the Certificate of Incorporation authorizing the increase of authorized shares of Common Stock from 45,000,000 shares to 100,000,000 shares. The holders of 13,222,629 shares voted in favor; 2,126,199 voted against and 71,812 abstained. There were 3,391,962 broker non-votes.

The stockholders voting as a single class approved the adoption of the 2005 Omnibus Long-Term Incentive Plan. The holders of 11,613,163 shares voted in favor; 3,699,115 voted against and 128,360 abstained. There were 3,391,302 broker non-votes.

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The stockholders voting as a single class approved the adoption of the 2005 Stock Plan for Non-employee Directors. The holders of 11,989,572 shares voted in favor; 3,292,556 voted against and 138,511 abstained. There were 3,391,362 broker non-votes.

The stockholders approved the appointment of Deloitte & Touche LLP, independent accountants for the Registrant. The holders of 18,698,958 shares voted in favor; 90,766 voted against and 22,827abstained. There were no broker non-votes.

Item 6. EXHIBITS and REPORTS on FORM 8-K

(a) Exhibits

	Exhibit 3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Registration Statement on Form 8-A/A filed May 24, 2005)

	Exhibit 3.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Registration Statement on Form 8-A/A filed May 24, 2005)

	Exhibit 4.1	Second Amended and Restated Rights Agreement, dated as of May 24, 2005, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant’s Registration Statement on Form 8-A/A filed May 24, 2005)

	Exhibit 10.1	2005 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix B to Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2005)

	Exhibit 10.2	2005 Stock Plan for Non-Employee Directors (incorporated by reference to Appendix C to Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2005)

	Exhibit 10.3	Instruments of Amendment Nos. 2 through 5 to the Curtiss-Wright Retirement Plan (filed herewith)

	Exhibit 10.4	Instruments of Amendment Nos. 1 and 2 to the Curtiss-Wright Electro-Mechanical Corporation Retirement Plan (filed herewith)

	Exhibit 10.5	Instrument of Amendment Nos. 1 and 2 to the Curtiss-Wright Corporation Savings & Investment Plan (filed herewith)

	Exhibit 10.6	Instrument of Amendment No. 1 to the Curtiss-Wright Electro-Mechanical Corporation Savings Plan (filed herewith)

	Exhibit 31.1	Certification of Martin R. Benante, Chairman and CEO, Pursuant to 18 U.S.C. Section 1350 (filed herewith)

	Exhibit 31.2	Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350 (filed herewith)

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Exhibit 32

Certification of Martin R. Benante, Chairman and CEO, and Glenn E. Tynan, Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

(b)	Reports on Form 8-K

	On April 8, 2005, the Corporation furnished Form 8-K under Items 7.01 and 9.01 respecting a presentation at an investor conference. Specified presentation materials were furnished as exhibit 99.

	On April 28, 2005, the Corporation furnished Form 8-K under Items 2.02 and 9.01 respecting the announcement of financial results. A press release announcing financial results for the quarter ended March 31, 2005 was furnished as exhibit 99.

	On May 10, 2005, the Corporation filed Form 8-K under Items 8.01 and 9.01 respecting voting for agenda items for the May 19, 2005 Annual Meeting. The subject letter to stockholders was furnished as exhibit 99.

	On May 25, 2005, the Corporation filed Form 8-K under Items 1.01, 3.01, 3.03, 5.03 and 9.01 regarding amendment of the Corporation’s certificate of incorporation, by-laws and rights agreement in connection with the May 19, 2005 Annual Meeting of Stockholders. Press releases announcing same were furnished as exhibit 99.

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

SIGNATURE

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

	CURTISS-WRIGHT CORPORATION
	(Registrant)

	By: /s/ Glenn E. Tynan
	Glenn E. Tynan
	Vice President Finance / C.F.O.
	Dated: August 9, 2005

Page 36 of 36

Curtiss-Wright - 10-Q quarterly report FY

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