FORWARD-LOOKING STATEMENTS
Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements 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 statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "could," "anticipates," as well as the negative of any of the foregoing or variations of such terms or comparable terminology, or by discussion of strategy. No assurance may be given that the future results described by the forward-looking statements 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 statements. Such statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in Item 1. Financial Statements and 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 and performance in accordance with estimates to complete;

· 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. and Foreign Government defense budgets;

· contract continuation and future contract awards;

· the other factors discussed under the caption "Risk Factors" in the Corporation's 2008 Annual Report on Form 10-K; and

· other factors that generally affect the business of companies operating in the Corporation's markets and/or industries.

These forward-looking statements speak only as of the date they were made and 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.

COMPANY ORGANIZATION

Curtiss Wright Corporation is a diversified, multinational provider of highly engineered, technologically advanced, value-added products and services to a broad range of industries in the motion control, flow control, and metal treatment markets. We are positioned as a market leader across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. We provide products and services to a number of global markets, such as defense, commercial aerospace, commercial nuclear power generation, oil and gas, automotive, and general industrial. We have achieved balanced growth through the successful application of our core competencies in engineering and precision manufacturing, adapting these competencies to new markets through internal product development, and a disciplined program of strategic acquisitions. Our overall strategy is to be a balanced and diversified company, less vulnerable to cycles or downturns in any one market, and to establish strong positions in profitable niche markets. Approximately 40% of our revenues are generated from defense-related markets.

We manage and evaluate our operations based on the products and services we offer and the different industries and markets we serve. Based on this approach, we have three reportable segments: Flow Control, Motion Control, and Metal Treatment. For further information on our products and services and the major markets served by our three segments, please refer to our 2008 Annual Report on Form 10-K.

RESULTS of OPERATIONS

Analytical definitions

Throughout management's discussion and analysis of financial condition and results of operations, the terms "incremental" and "base" are used to explain changes from period to period. The term "incremental" is used to highlight the impact acquisitions had on the current year results, for which there was no comparable prior-year period. Therefore, the results of operations for acquisitions are incremental for the first twelve months from the date of acquisition. The remaining businesses are referred to as the "base" businesses, and growth in these base businesses is referred to as "organic". Additionally on May 9, 2008, we sold our commercial aerospace and overhaul business located in Miami, Florida. The results of operations for this business have been removed from the comparable prior year periods for purposes of calculating organic growth figures and are included as a reduction of our incremental results of operations from our acquisitions.

Therefore, for the three months ended March 31, 2009, our organic growth calculations do not include the operating results related to our 2009 acquisitions of Nu-Torque and EST Group, Inc. Similarly, our organic growth calculation for the three months ended March 31, 2009 excludes a portion of our 2008 acquisitions including VMETRO ASA, Mechetronics Holding Limited, and Parylene Coating Services, as they are considered incremental. Additionally, the organic growth calculations exclude the operating results from our commercial aerospace repair and overhaul business, as noted above, and the amounts are included as a reduction of our incremental results of operations.

Three months ended March 31, 2009

Sales for the first quarter of 2009 totaled $424 million, a decrease of 2% from sales of $433 million for the first quarter of 2008. New orders received for the first quarter of 2009 were up 1% to $457 million. The acquisitions made in 2009 and 2008 contributed $4 million in incremental new orders received in the first quarter of 2009. Backlog increased 2% to $1,713 million at March 31, 2009 from $1,679 million at December 31, 2008. Approximately 40% of our backlog is from defense related markets.

The decline in revenues was driven by our base businesses which experienced an organic sales decrease of 4% for the first quarter of 2009. The decline in organic sales was partially offset by incremental sales of $8 million. Organically, the Metal Treatment and Motion Control segments experienced a decline in sales of 23% and 7%, respectively, as compared to the prior year period. The decline was partially offset by an organic sales increase within our Flow Control segment of 3% over the prior year period.

During the first quarter of 2009, the majority of the decrease in our organic sales is related to the impact of negative foreign currency translation of $15 million as compared to the prior year period. The negative effect of foreign currency translation was mainly related to our European operations as the dollar strengthened against these currencies. Our base businesses experienced decreases in organic sales of 1%, excluding the impact of the foreign currency translation, as decreases to the commercial market were mainly offset by an increase in our defense markets. The decline in the commercial market was mainly related to a decrease in sales to the general industrial market, which was partially offset by an increase in sales to the power generation market. The decline in sales to the general industrial market is attributed to depressed sales for both our automotive and power control products in our Metal Treatment and Flow Control segments, respectively, related to general economic conditions. The increase in our power generation market was primarily in our Flow Control segment, resulting from sales to the commercial power industry for our engineering services, as well as our products for programs such as our reactor coolant pumps for the AP1000 nuclear reactors. The increase in our defense markets was realized across all our major markets. Most notably we had an increase in our naval defense market as we experienced higher sales for the submarine program, due mainly to our instrumentation and controls products within our Flow Control segment, related to timing of the procurement cycle.

Operating income for the first quarter of 2009 totaled $31 million, a decrease of 24% from $41 million for the same period last year. Our business segments experienced a decline in organic operating income of 19% in the first quarter of 2009 as compared to the prior year period, caused primarily by our Metal Treatment segment which experienced a decline of 50% in operating income, while our Flow Control segment also experienced an organic operating income decline of 18%. Partially offsetting these declines was our Motion Control segment, which experienced organic operating income growth of 32%, mainly driven by favorable foreign currency translation of $5 million.

Our overall operating margins declined to 7.3% in the first quarter of 2009, down 210 basis points from the prior year period, while our organic operating margin was 7.8% for the first quarter of 2009, down 150 basis points from the prior year. The lower organic operating margin was mainly due to a reduction in sales volume on higher margin programs within our segments, which created under absorption of overhead costs. In addition, we experienced delays on programs and had lower margins on competitively bid contracts to gain entry into new programs. Partially offsetting these declines was favorable foreign currency translation of $5 million coupled with a gain recognized on the acquisition of the assets of Nu-Torque, which was accounted for as a bargain purchase under recent changes to acquisition accounting that became effective January 1, 2009. Although foreign currency translation had an unfavorable impact on sales, the net impact on operating income was favorable mainly due to the Canadian operations having significant amount of sales denominated in U.S. dollars and operating costs in Canadian dollars. Thus, changes in the foreign currency rates directly impact the operating costs with no offsetting impact on sales. Organic research and development, selling, general and administrative costs remained essentially flat as a percentage of sales over the period as we have initiated several cost reduction initiatives in addition to our restructuring plan. See Note 9 for further information on restructuring costs.

Net earnings for the first quarter of 2009 totaled $16 million, or $0.35 per diluted share, which represents a decrease of 27% as compared to the net earnings for the first quarter of 2008 of $22 million, or $0.48 per diluted share. We experienced a lower effective interest expense of $1 million in the first quarter of 2009 as compared to the first quarter of 2008. The decrease in interest expense was due to lower interest rates offset by higher average outstanding debt primarily due to the funding of our recent acquisitions. Our effective tax rate increased to 35.5% in the first quarter of 2009 as compared to 35.2% in the prior year period.

Segment Operating Performance:

                                               Three Months Ended
                                                    March 31,
                                                                      %
                                         2009          2008        Change
              Sales:
              Flow Control             $ 230,372     $ 220,319         4.6 %
              Motion Control             140,709       145,475        (3.3 %)
              Metal Treatment             52,711        67,585       (22.0 %)

              Total Sales              $ 423,792     $ 433,379        (2.2 %)

              Operating Income:
              Flow Control             $  13,331     $  14,222        (6.3 %)
              Motion Control              14,266        13,707         4.1 %
              Metal Treatment              6,614        13,100       (49.5 %)

              Total Segments              34,211        41,029       (16.6 %)
              Corporate & Other           (3,068 )        (302 )     915.9 %

              Total Operating Income   $  31,143     $  40,727       (23.5 %)


              Operating Margins:
              Flow Control                   5.8 %         6.5 %
              Motion Control                10.1 %         9.4 %
              Metal Treatment               12.5 %        19.4 %
              Total Curtiss-Wright           7.3 %         9.4 %

Note: The 2008 segment financial data has been reclassified to conform to our 2009 financial statement presentation.

Flow Control

Our Flow Control segment posted sales of $230 million for the first quarter of 2009, an increase of 5% from $220 million in the first quarter of 2008. The sales improvement was due to organic growth of 3% and the contribution of our 2009 acquisitions, which provided $3 million in incremental sales in the first quarter of 2009. The organic sales growth was primarily driven by higher sales to the power generation market and naval defense market of $21 million and $7 million, respectively. This was partially offset by lower sales to the oil and gas and general industrial markets by $7 million each, as compared to the prior year period.

Higher organic sales to the power generation market were driven by increased demand for our engineering services and products related to the nuclear industry. The increase in demand for our maintenance projects for nuclear power plants increased $11 million. This was driven by timing of refurbishment cycles, both scheduled and unscheduled plant outages, which can vary in timing from period to period. The remaining increase in the power generation market resulted from higher sales of $8 million for our next generation reactor coolant pumps for the AP1000 nuclear reactors for China and the United States. The increase in the naval defense market was driven by higher sales of our instrumentation and controls products related to timing of procurement cycles on the submarine program.

The remaining sales in the naval defense market were essentially flat as increased sales on new programs to foreign militaries were offset by a decline in the production of motors for naval surface ships related to timing of build schedules. The decrease in the oil and gas market resulted from delays in the timing of new order placement for our coke deheading system, which were due to the tightening of the financing markets and general economic conditions. The decrease in the general industrial market was related to decline in the power control products and automotive products as there have been depressed sales in the industry related to general economic conditions. Foreign currency translation negatively impacted this segment's sales for the first quarter of 2009 by $4 million as compared to the prior year.

Operating income for the first quarter of 2009 was $13 million, a decrease of 6% from $14 million for the same period last year. Our 2009 acquisitions contributed $2 million of incremental operating income in the first quarter of 2009 due to a gain recognized on the acquisition of the assets of Nu-Torque, which was accounted for as a bargain purchase under recent changes to acquisition accounting that became effective January 1, 2009. The segment's organic operating income declined by 18% compared to the prior year period due to reduction in sales volume which caused by under absorption of overhead costs and unfavorable sales mix within our coke deheading and power control products. In addition, we experienced cost overruns on competitively bid fixed price contracts and additional expense related to business consolidation costs as we implemented cost reduction initiatives in order to gain improved operating performance. The organic operating margin declined 130 basis points in the first quarter of 2009 compared to the prior year period. The decline was mainly due to the unfavorable variances noted above which were partially offset by favorable sales mix for aircraft handling products, better cost performance and improved profitability on long term contracts for our fluidic catalytic cracking unit product portfolio, and nonrecurring cost overruns on our commercial power and naval defense contracts that occurred in the prior year. Foreign currency translation had a favorable impact on this segment's operating income for the first quarter of 2009 by $2 million as compared to the prior year.

New orders received for the Flow Control segment totaled $268 million in the first quarter of 2009 representing an increase of 15% from the same period in 2008. The 2009 acquisitions contributed $3 million in incremental new orders received in the first quarter of 2009. The organic new orders increased by 14% in the first quarter of 2009 due primarily to the timing of orders for the Virginia Class submarine, in addition to our aircraft handling and commercial power products. Backlog increased 4% to $1,209 million at March 31, 2009 from $1,167 million at December 31, 2008.

Motion Control

Sales for our Motion Control segment decreased 3% to $141 million in the first quarter of 2009 from $145 million in the first quarter of 2008. The decrease in sales was due to our 2008 divestiture, in addition to an organic sales decrease of 7%. The decrease was partially offset by our 2008 acquisitions of Mechetronics and VMETRO, which contributed sales of $10 million. The decrease in organic revenue was mainly driven by unfavorable foreign currency translation of $5 million coupled with lower sales to commercial aerospace and general industrial markets of $5 million and $3 million, respectively, which were offset by higher sales to our defense markets of $7 million.

During the first quarter of 2009, the majority of the decrease in our organic sales is related to the impact of negative foreign currency translation of $5 million as compared to the prior year period. The negative effect of foreign currency translation was mainly related to our European operations as the dollar strengthened against these currencies. Our base businesses experienced a decrease in organic sales of 3%, excluding the impact of the foreign currency translation. The decrease in the commercial aerospace market is related to a delay on sales to original equipment manufacturers on the Boeing 700 series platforms, mainly on the 737 and 787 programs primarily caused by the 2008 Boeing strike, which had a negative impact on production that has carried forward to the current period. In addition, the regional jet market was adversely affected by the bankruptcy of Eclipse Aviation Corp. ("Eclipse"). We also experienced a reduction in sales in the general industrial market as the current economic conditions in the European regions have caused a downturn in demand for our sensor and controller products. Partially offsetting these decreases was an increase in sales to our defense markets. Ground defense product sales were driven higher primarily by increased demand for our embedded computing products on light

armored vehicle platforms. Increased production and development accounted for the majority of the sales increase on the Stryker, Expeditionary Fighting Vehicle, and ground vehicle subsystems for the Future Combat Systems. The improvement in ground defense sales was partially offset by decreased sales on the Bradley Fighting Vehicle platform as we experienced a reduction in demand on our IBAS program. The improvement in the aerospace defense market was mainly due to increased demand on various U.S. Air Force and U.S. Army programs, such as the F-16 Falcon, F-22 Raptor, F-35 JSF, and various helicopter programs, which were slightly offset by a reduction on the Global Hawk unmanned aerial vehicle. Our embedded computing products account for the majority of the increase as our COTS market continues to be strong, and our ability to offer a complete embedded computing solution has contributed to this increasing demand. Partially offsetting the increases in the aerospace and ground defense market was a reduction in sales in the naval defense market.

Operating income for the first quarter of 2009 was essentially flat at $14 million as compared to the prior year period. This segment realized incremental expense of $2 million in the first quarter of 2009 primarily due to amortization expense, which generally run higher in the early period of ownership. This segment's organic operating income increased by 32%, which was driven by favorable foreign currency translation, contributing $5 million. Although foreign currency translation had an unfavorable impact on sales for this segment, the net impact on operating income was favorable mainly due to the Canadian operations having significant amount of sales denominated in U.S. dollars and operating costs in Canadian dollars. Thus, changes in the foreign currency rates directly impact the operating costs with no offsetting impact on sales. The organic operating margin decreased 60 basis points, excluding the favorable impact of foreign currency translation. In the first quarter of 2009, we experienced lower margins due to delays in commercial aerospace programs related to the Boeing 700 series platforms, decrease in sales related to the bankruptcy of Eclipse and competitively bid contracts to help us gain entry into new programs. In addition, we also experienced reduced sales volume in sensor and controls products in the European region. Our embedded computing products experienced a favorable mix in programs which helped to offset some of the margin reduction. Additionally, overall organic operating expenses were lower as a percentage of sales as we implemented several cost reduction initiatives.

New orders received for the Motion Control segment totaled $136 million in the first quarter of 2009, a decrease of 9% from the same period in 2008. The 2008 acquisitions contributed $1 million in incremental new orders received in the first quarter of 2009. The organic new orders decreased by 10% in the first quarter of 2009. Backlog decreased slightly to $501 million at March 31, 2009 from $510 million at December 31, 2008.

Metal Treatment

Sales of our Metal Treatment segment decreased 22% to $53 million in the first quarter of 2009 from $68 million in the first quarter of 2008. Our organic sales decreased by 23%, which was partially offset by our 2008 acquisition that contributed $1 million in sales. The decrease in organic revenue was primarily driven by lower sales to the general industrial market of $7 million. The decline in sales for the general industrial market is mainly related to a decrease in sales to the automotive market as we experienced reduced demand for most of our services in this industry, with the majority of the impact affecting our shot peening and coating services. The reduction in demand is a result of lower production requirements due to depressed sales in the industry. In addition, foreign currency translation had a $6 million unfavorable impact on sales for the first quarter of 2009, as compared to the prior year period.

Organic operating income for the first quarter of 2009 was $7 million, a 50% decrease from $13 million in the first quarter of the prior year. The segment's organic operating income declined due to the lower sales volume noted above which caused under absorption of overhead costs. Overall gross margins declined 300 basis points in the first quarter of 2009 as compared to the prior year period, as overhead costs did not decline at the same pace as the sales volume. This segment has initiated cost reduction initiatives to try to mitigate the impact of the decline in sales. In addition, foreign currency translation had a $1 million unfavorable impact on operating income for the first quarter of 2009 as compared to the prior year period.

CHANGES IN FINANCIAL CONDITION

Liquidity and Capital Resources

We derive the majority of our operating cash inflow from receipts on the sale of goods and services and cash outflow for the procurement of materials and labor; cash flow is therefore subject to market fluctuations and conditions. A substantial portion of our 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 milestone) that provide us 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

Our working capital was $426 million at March 31, 2009, an increase of $76 million from the working capital at December 31, 2008 of $350 million. The ratio of current assets to current liabilities was 2.1 to 1 at March 31, 2009 versus 1.8 to 1 at December 31, 2008. Cash and cash equivalents totaled $64 million at March 31, 2009, up slightly from $61 million at December 31, 2008. Days sales outstanding at March 31, 2009 were 48 days as compared to 49 days at December . . .