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 products and services for critical high performance markets. We are positioned as a leader in our 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, power generation, oil and gas, 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 repair and overhaul business located in Miami, Florida. Also, on May 6, 2009, we sold our Eaton product line located in Brecksville, Ohio. The results of operations for these businesses 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 both the three months and six months ended June 30, 2009, our organic growth calculations do not include the operating results related to our 2009 acquisitions of Nu-Torque and EST Group, Inc. Similarly, for both the three months and six months ended June 30, 2009, our organic growth calculations exclude the operating results 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 divestitures, as noted above, and the amounts are included as a reduction of our incremental results of operations.

Three months ended June 30, 2009

Sales for the second quarter of 2009 totaled $447 million, a decrease of 1% from sales of $453 million for the second quarter of 2008. New orders received for the current quarter of $404 million, decreased 54% from new orders of $877 million for the second quarter of 2008. The majority of the decrease in new orders in the second quarter of 2009 from the prior year period is due to a large order in excess of $300 million from Westinghouse to supply reactor coolant pumps for the domestic AP1000 nuclear power plants that was received in the second quarter of 2008 and did not recur.

The decline in sales was largely driven by an organic sales decrease of 5% for the second quarter of 2009 from the prior year period. This decrease in organic sales was largely offset by incremental sales of $17 million. The decline in organic sales was largely within our Metal Treatment segment which experienced a 31% decrease in sales from the prior year period. During the same period our Motion Control segment experienced a slight organic sales increase of 1% while our Flow Control segment experienced a 1% decrease as compared to the prior year period. Foreign currency translation negatively impacted organic sales for the second quarter of 2009 by $13 million as compared to the prior year period.

For the second quarter of 2009, approximately 56% of the decrease in organic sales was driven by unfavorable foreign currency translation as compared to the prior year period. The negative effect of foreign currency translation was mainly related to our European operations as the U.S. dollar strengthened against their local currencies. Excluding the negative effect of foreign currency translation, our organic sales decrease was 2%. Reduced organic sales in our general industrial, oil and gas, and commercial aerospace markets, were attributable to weak economic conditions, and were largely offset by increases within the power generation and defense markets. The decline in sales to the general industrial market is attributed to depressed sales for our automotive, industrial control products, and services across all of our segments. Economic pressures on our customers in the oil and gas market caused delays for new order placement for our coker valve products as well as other valves and services within our Flow Control segment. Similarly in our commercial aerospace market, although to a lesser extent, we experienced delayed orders for sensors and controls products within our Motion Control segment, as well as our services within our Metal Treatment segment. The increase in our power generation market, primarily in our Flow Control segment, resulted from higher sales of our valves and engineering services to plant operators, as well as reactor coolant pumps for the AP1000 nuclear reactors. An increase was realized across all our defense markets, aerospace, ground and navy, within our Motion Control and Flow Control segments. Most notably, the growth in our naval and ground defense markets was driven by increased sales on the Ford class aircraft carrier program and Bradley Fighting Vehicle, respectively.

Operating income for the second quarter of 2009 totaled $44 million, a decrease of 12% from $50 million in the same period last year. The decrease in operating income was largely driven by an 8% decline in organic operating income for the second quarter of 2009, while our 2008 and 2009 acquisitions had $2 million in incremental losses from the prior year period. The decline in organic operating income was primarily driven by our Metal Treatment segment, which experienced an organic operating income decrease of 71% from the comparable prior year period that was primarily due to the under-absorption of overhead costs as a result of the sharp decline in sales. The reduction in the Metal Treatment segment's organic operating income was partially offset by increases in the Motion Control and Flow Control segments of 36% and 1%, respectively. Foreign currency translation had a favorable impact on operating income of $5 million, or 130 basis points, for the second quarter of 2009 as compared to the prior year period. 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 impacted 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 cost reduction programs in addition to our business restructuring plans. See Note 9 for further information on restructuring costs.

Net earnings for the second quarter of 2009 totaled $24 million, or $0.54 per diluted share, a decrease of 10% as compared to the net earnings in the second quarter of 2008 of $27 million, or $0.60 per diluted share. As compared to the prior year period, the lower operating income noted above was partially offset by a $1 million decrease in interest expense and a $3 million decrease in tax expense. Interest expense decreased in the second quarter of 2009, as compared to the second quarter of 2008, due to lower average interest rates partially offset by higher debt levels. Our effective tax rate for the second quarter of 2009 was 34.4% as compared to 36.6% in the same period of 2008. The lower effective tax rate was mainly due to a Canadian research and development tax benefit.

Six months ended June 30, 2009

Sales for the first six months of 2009 totaled $871 million, a decrease of 2% from sales of $887 million in the first six months of 2008. New orders received for the first six months of 2009 of $862 million were down 35% from the new orders of $1,327 million for the first six months of 2008. Backlog increased slightly to $1,685 million at June 30, 2009 from $1,679 million at December 31, 2008. Approximately 40% of our backlog is defense-related.

The decrease in sales was primarily driven by a 5% organic sales decrease for the first six months of 2009 as compared to the first six months of 2008. The decrease in organic sales was largely offset by incremental sales of $25 million. The decline in organic sales was largely driven by our Metal Treatment segment which experienced a 27% decrease in sales from the first six months of 2008. During the same period, organic sales within our Motion Control segment decreased by 3% which was partially offset by a 1% increase in our Flow Control segment. Foreign currency translation negatively impacted sales for the first six month of 2009 by $28 million as compared to the prior year period.

For the first six months of 2009, approximately 70% of the decrease in organic sales was driven by unfavorable foreign currency translation as compared to the prior year period. The negative effect of foreign currency translation was primarily related to European operations as the U.S. dollar strengthened against their local currencies. Excluding the negative effect of foreign currency translation, our organic sales decrease was 1%. Lower organic sales in our general industrial, oil and gas, and commercial aerospace markets, was attributable to general economic conditions, and was largely offset by increases within the power generation and defense markets. The decline in sales to the general industrial market is attributed to depressed sales for our automotive, industrial control products, and services across all of our segments. Economic pressures on our customers in the oil and gas market caused delays for new order placement for our coker valve products as well as other valves and services within our Flow Control segment. Similarly, in our commercial aerospace market, although to a lesser extent, we experienced delayed orders for sensors and controls products within our Motion Control segment, as well as our services within our Metal Treatment segment. The increase in our power generation market, primarily in our Flow Control segment, resulted from increased sales of our valves and engineering services to plant operators, as well as reactor coolant pumps for the AP1000 nuclear reactors. An increase was realized across all our defense markets, aerospace, ground and navy within our Motion Control and Flow Control segments. Most notably, the growth in our naval and ground defense markets were driven by increased sales on the Ford class aircraft carrier program and Bradley Fighting Vehicle, respectively.

Operating income for the first six months of 2009 totaled $75 million, down 17% from $90 million in the first six months of 2008. The decrease in operating income was largely driven by a 13% decline in organic operating income for the first six months of 2009, while our 2008 and 2009 acquisitions had incremental losses of $2 million from the prior year period. The decline in organic operating income was primarily driven by our Metal Treatment segment, which experienced an organic operating income decrease of 61% from the first six months of 2008, primarily due to the under-absorption of overhead costs as a result of the sharp decline in sales. Additionally, the Flow Control segment had an organic decrease of 6% on relatively flat sales due to a combination of lower margin product demand and under-absorption of overhead costs. The decrease in our Metal Treatment and Flow Control segments organic operating income was partially offset by an increase in the Motion Control segment's organic operating income of 34%, which resulted from foreign currency translation and realized savings from cost reduction programs. Foreign currency translation had a favorable impact of $10 million on operating income for the first six months of 2009, as compared to the first six months of 2008. 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 impacted 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 due to cost reduction programs in addition to our business restructuring plans. See Note 9 for further information on restructuring costs.

Net earnings for the first six months of 2009 totaled $40 million, or $0.88 per diluted share, a decrease of 18% as compared to the net earnings of the first six months of 2008 of $49 million, or $1.08 per diluted share. As compared to the prior year period, the lower operating income noted above was partially offset by a $1 million decrease in interest expense and a $6 million decrease in tax expense. Interest expense decreased in the first six months of 2009, as compared to the first six months of 2008, due to lower average interest rates partially offset by higher debt levels. Our effective tax rate for the first six months of 2009 was 34.8%, as compared to 36.0% in the same period of 2008, mainly due to a Canadian research and development tax benefit.

Segment Operating Performance:

                                  Three Months Ended                          Six Months Ended
                                       June 30,                                   June 30,
                                                      Change                                     Change
                           2009          2008            %            2009          2008            %
Sales:
Flow Control             $ 242,414     $ 237,133           2.2 %    $ 472,786     $ 457,452           3.4 %
Motion Control             155,748       146,190           6.5 %      296,457       291,665           1.6 %
Metal Treatment             49,209        70,141         (29.8 %)     101,920       137,726         (26.0 %)

Total Sales              $ 447,371     $ 453,464          (1.3 %)   $ 871,163     $ 886,843          (1.8 %)

Operating Income:
Flow Control             $  21,728     $  21,904          (0.8 %)   $  35,059     $  36,126          (3.0 %)
Motion Control              19,513        15,375          26.9 %       33,779        29,082          16.2 %
Metal Treatment              4,458        14,929         (70.1 %)      11,072        28,029         (60.5 %)

Total Segments              45,699        52,208         (12.5 %)      79,910        93,237         (14.3 %)
Corporate & Other           (1,936 )      (2,536 )       (23.7 %)      (5,004 )      (2,838 )        76.3 %

Total Operating Income   $  43,763     $  49,672         (11.9 %)   $  74,906     $  90,399         (17.1 %)


Operating Margins:
Flow Control                   9.0 %         9.2 %                        7.4 %         7.9 %
Motion Control                12.5 %        10.5 %                       11.4 %        10.0 %
Metal Treatment                9.1 %        21.3 %                       10.9 %        20.4 %
Total Curtiss-Wright           9.8 %        11.0 %                        8.6 %        10.2 %

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

Flow Control

Sales for our Flow Control segment increased 2% to $242 million for the second quarter of 2009 from $237 million in the second quarter of 2008. The increase in sales was due to our 2009 acquisitions of EST and Nu-Torque, which had incremental sales of $7 million. Organic sales were essentially flat in the second quarter, excluding foreign currency translation which had an unfavorable impact of $3 million as compared to the prior year period. Although our organic sales were essentially flat, we experienced shifts within the markets as compared to the prior year period. The power generation and naval defense markets increased by $25 million and $8 million, respectively, and were partially offset by decreases in the oil and gas and general industrial markets of $20 million and $9 million, respectively.

The increase in organic sales to the power generation market was attributed to higher sales of our next-generation reactor coolant pumps for the AP1000 nuclear reactors being constructed in China and the United States. In addition, we had increased demand for maintenance projects for nuclear power plants. The demand was driven by timing of refurbishment cycles, which can vary in timing from period to period. The increase in the naval defense market was mainly due to increased production on the Ford class aircraft carrier program, which was partially offset by lower sales of spare parts. In addition, we had increased sales to both domestic and international militaries primarily for helicopter handling products. Mainly offsetting these increases was a decline in the oil and gas market sales due to delays in timing of

new order placement for our coker valve products resulting from the tightening of the financial markets, reduced energy demand, and weak economic conditions globally. Our traditional oil and gas valve products generated lower sales due to a downturn in capital spending and maintenance expenditures by our customers. Additionally, our general industrial market declined due to lower demand for our industrial control products and automotive products resulting from depressed economic conditions. Foreign currency translation unfavorably impacted organic sales for the second quarter of 2009 by $3 million as compared to the prior year period.

Operating income for the second quarter of 2009 was $22 million, which was essentially flat as compared to the prior year period. The 2009 acquisitions decreased our operating income slightly in the second quarter of 2009 primarily due to amortization expense, which generally runs higher in the early period of ownership. This segment's organic operating income grew 1%, driven by favorable foreign currency translation, which contributed $1 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 impacted the operating costs with no offsetting impact on sales. Our organic operating income was impacted by lower volumes, under-absorption of overhead costs in the oil and gas and general industrial markets, and cost growth on certain fixed-price contracts, partially offset by improved profitability in certain long-term contracts and lower expenses due to cost reduction programs.

Sales for the first six months of 2009 were $473 million, an increase of 3% over the same period last year of $457 million. The sales improvement was due to organic growth of 1% and the contribution of our 2009 acquisitions, which contributed incremental sales of $10 million during the first six months of 2009. Our base businesses experienced higher sales to the power generation market and naval defense market of $46 million and $14 million, respectively. These sales were partially offset by decreased sales to our oil and gas and our general industrial markets of $27 million and $16 million, respectively.

The increase in organic sales to the power generation market was due to increased demand for maintenance projects for nuclear power plants. This is driven by timing of refurbishment cycles, which can vary in timing from period to period. In addition, we had increased sales for our next-generation reactor coolant pumps for the AP1000 nuclear reactors being constructed in China and the United States. The increase in the naval defense market was mainly due to increased production on the Ford class aircraft carrier program which was partially offset by lower sales of spare parts. In addition, we had increased sales to both domestic and international militaries primarily for helicopter handling products. Mainly offsetting these increases was a decline in the oil and gas market sales due to delays in timing of new order placement for coker valve products resulting from more restrictive financial markets, reduced energy demand, and weak economic conditions globally. In addition, our traditional valves products generated lower sales due to a downturn in our customers' capital spending and maintenance expenditures. Additionally, our general industrial market declined due to lower demand for our industrial control products and automotive products resulting from depressed economic conditions. Foreign currency translation unfavorably impacted this segment's sales for the first six months of 2009 by $7 million as compared to the prior year period.

Operating income for the first six months of 2009 was $35 million, a decrease of 3% from the same period last year of $36 million. Our 2009 acquisitions contributed $1 million of incremental operating income in the first six months of 2009. This was primarily due to a gain of $2 million recognized on the acquisition of Nu-Torque, which was accounted for as a bargain purchase under acquisition accounting that became effective January 1, 2009. This gain was partially offset by operating losses on our 2009 acquisitions, primarily due to amortization expense, which generally runs higher in the early period of ownership. Our organic operating income declined by 6%, primarily due to a reduction in sales volume, under-absorption of overhead costs in the oil and gas and general industrial markets, and a shift to lower margin products, partially offset by lower expenses due to cost reduction programs. Foreign currency translation had a favorable impact on operating income for the first six months of 2009 by $3 million as compared to the prior period.

New orders for the Flow Control segment totaled $208 million in the second quarter of 2009 and $476 million for the first six months of 2009, representing a decrease of 66% and 44%, respectively, from the same period in 2008. This decrease was a result of a large order in excess of $300 million in the prior year related to our next-generation reactor coolant pumps for the AP1000 nuclear power plants that did not recur in the current year. The 2009 acquisitions contributed $6 million and $9 million in incremental new orders received in the second quarter and first six months of 2009 respectively. Backlog increased 1% to $1,184 million at June 30, 2009 from $1,167 million at December 31, 2008.

Motion Control

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