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". Effective for the third quarter of 2009, organic will also exclude the effect of foreign currency translation. We feel this change will provide greater transparency to the readers of our results of operations.

Therefore, for both the three months and nine months ended September 30, 2009, our organic growth calculations do not include the operating results related to our 2009 acquisitions of Nu-Torque and EST Group, Inc. or our 2008 acquisitions including VMetro ASA and Mechetronics Holding Limited, as they are considered incremental. The organic growth calculations for the three months ended and nine months ended September 30, 2009 exclude approximately two months and eight months, respectively, of operating results for Parylene Coating Services as this business was acquired on September 4, 2009. Additionally, on May 9, 2008, we sold our commercial aerospace repair and overhaul business located in Miami, Florida and 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.

Three months ended September 30, 2009

For the third quarter of 2009, sales for the Corporation were $436 million or flat as compared to $436 million during the third quarter of 2008. Incremental sales, largely driven by our 2008 and 2009 acquisitions and divestitures, were $12 million, or 3%. This increase was partially offset by a decrease in organic sales of $6 million, or 1%. The decline in organic sales was largely due to a reduction in our Metal Treatment segment of $14 million, partially offset by an increase in our Flow Control segment of $8 million. Organic sales for our Motion Control segment were essentially flat over the prior year period. The remaining sales decline of $6 million, or 1%, was due to the unfavorable effects of foreign currency translation.

Across the Corporation, we experienced significant reductions in organic sales within our general industrial, oil and gas, and commercial aerospace markets due to generally weak global economic conditions. 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, we experienced a decline in services sales within our Metal Treatment segment and, to a lesser extent, delayed orders for integrated sensing products within our Motion Control segment. While challenged in several markets, we continue to experience strong organic growth in our power generation and defense markets which largely offset the aforementioned decreases. The increase within our power generation markets, primarily in our Flow Control segment, resulted from higher sales of valves and engineering services to plant operators, as well as reactor coolant pumps for the AP1000 nuclear reactors. The increase in our defense markets was driven by increases in the aerospace and navy markets, within our Motion Control and Flow Control segments. Most notably, the growth in our navy and aerospace defense markets was driven by increased sales on the Ford class aircraft carrier and Global Hawk Unmanned Aerial Vehicle programs, respectively.

New orders declined by $17 million ($425 million versus $442 million), or 4%, during the third quarter of 2009, as compared to the same period in 2008. This decrease was mainly due to reductions in the general industrial and oil and gas markets. Acquisitions, net of divestitures, contributed $17 million to new orders from the comparable quarter in 2008.

For the third quarter of 2009, operating income for the corporation was $36 million. This was a decrease of $12 million, or 25%, from $48 million during the third quarter of 2008. Organic operating income decreased by approximately $10 million during the quarter, while our 2008 and 2009 acquisitions had $2 million in incremental losses from the prior year period. Our Metal Treatment and Flow Control segments' organic operating income declined 64% and 7%, respectively, mainly due to under-absorption of overhead costs resulting from significantly lower volumes in our general industrial and oil and gas markets, offset partially by cost reduction programs. The decrease in our Metal Treatment and Flow Control segment was partially mitigated by an increase in the Motion Control segment's organic operating income of 18%, which was mainly due to lower expenses resulting from cost reduction programs. Non-segment operating expense increased by $2 million, mainly due to a pension expense error, which was partially offset by lower compensation and legal expenses. For more information regarding the pension error correction, please refer to Note 1 to the Condensed Consolidated Financial Statements. Foreign currency translation had an additional favorable impact of approximately $1 million on our results in 2009 versus 2008.

Net earnings for the third quarter of 2009 totaled $20 million, or $0.44 per diluted share, a decrease of 27% as compared to $28 million, or $0.60 per diluted share, in the third quarter of 2008. As compared to the prior year period, the lower operating income of $12 million noted above was partially offset by a $1 million decrease in interest expense and a $4 million decrease in tax expense. Interest expense decreased due to lower average interest rates partially offset by higher debt levels. Our effective tax rate for the third quarter of 2009 was 34.3% as compared to 34.4% in the third quarter of 2008.

Nine months ended September 30, 2009

For the first nine months of 2009, sales for the Corporation were $1,307 million. This was a decrease of $16 million, or 1%, from $1,323 million during the first nine months of 2008. The decrease in sales was largely driven by a decrease in organic sales of $20 million, or 2%. The decline in organic sales was driven by a reduction in our Metal Treatment segment of $41 million and partially offset by an increase in our Flow Control segment of $20 million. Organic sales for our Motion Control segment increased $1 million, or less than 1%, over the prior year period. Incremental sales from our 2008 and 2009 acquisitions and divestitures were $37 million, or 3%. The remaining sales decline of $33 million, or 2%, was due to the unfavorable effects of foreign currency translation.

Across the Corporation, we experienced significant reductions in organic sales within our general industrial, oil and gas, and commercial aerospace markets due to generally weak global economic conditions. 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, we experienced a decline in services sales within our Metal Treatment segment and, to a lesser extent, delayed orders for integrated sensing products within our Motion Control segment. While challenged in several markets, we continue to experience strong organic growth in our power generation and defense markets which partially offset the aforementioned decreases. The increase within our power generation markets, primarily in our Flow Control segment, resulted from higher sales of 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. Our Motion Control segment had strong growth in the aerospace, ground and navy defense markets and the Flow Control segments had strong growth in our naval defense market. Most notably, the growth in our navy and aerospace defense markets was driven by increased sales on the Ford class aircraft carrier and Global Hawk Unmanned Aerial Vehicle programs, respectively. The improvement in the ground defense market was driven primarily by higher sales of embedded computing products on light armored vehicle platforms.

New orders for the first nine months of 2009 declined by $483 million ($1,286 million versus $1,769 million), or 27%. 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. Acquisitions, net of divestitures, contributed an incremental $40 million to new orders from the comparable period in 2008. Backlog was $1,683 million at September 30, 2009 and was essentially unchanged from $1,679 million at December 31, 2008.

For the first nine months of 2009, operating income for the Corporation was $111 million. This was a decrease of $28 million, or 20%, from $139 million during the first nine months of 2008. Organic operating income decreased by approximately $31 million during the first nine months, while our 2008 and 2009 acquisitions had $6 million in incremental losses from the prior year period. Our Metal Treatment and Flow Controls segments organic operating income declined 56% and 11%, respectively, mainly due to under-absorption of overhead costs resulting from significantly lower volumes in our general industrial and oil and gas markets, offset partially by cost reduction programs. The decrease in our Metal Treatment and Flow Control segments was partially offset by an increase in the Motion Control segment's organic operating income of 10%, which mainly resulted from realized savings due to cost reduction programs. Please refer to Note 9 to the Condensed Consolidated Financial Statements for more information regarding our restructuring. Foreign currency translation had an additional favorable impact of $10 million on our results in 2009 versus 2008.

Net earnings for the first nine months of 2009 totaled $60 million, or $1.32 per diluted share, a decrease of 21% as compared to $76 million, or $1.68 per diluted share in the first nine months of 2008. As compared to the prior year period, the lower operating income noted above was partially offset by a $2 million decrease in interest expense and a $10 million decrease in tax expense. Interest expense decreased in the third quarter of 2009, as compared to the third quarter of 2008, due to lower average interest rates partially offset by higher debt levels. Our effective tax rate for the third quarter of 2009 was 34.6% as compared to 35.4% in the same period of 2008. The lower effective tax rate was mainly due to a higher Canadian research and development tax benefit in 2009.

                  CURTISS-WRIGHT CORPORATION and SUBSIDIARIES



Segment Operating Performance:

                                  Three Months Ended                            Nine Months Ended
                                     September 30,                                September 30,
                                                      Change                                         Change
                           2009          2008            %             2009            2008             %
Sales:
Flow Control             $ 237,931     $ 226,951           4.8 %    $   710,717     $   684,403           3.8 %
Motion Control             148,303       143,148           3.6 %        444,760         434,813           2.3 %
Metal Treatment             49,516        65,600         (24.5 %)       151,436         203,326         (25.5 %)

Total Sales              $ 435,750     $ 435,699           0.0 %    $ 1,306,913     $ 1,322,542          (1.2 %)

Operating Income:
Flow Control             $  22,274     $  24,260          (8.2 %)   $    57,333     $    60,386          (5.1 %)
Motion Control              16,512        15,002          10.1 %         50,291          44,084          14.1 %
Metal Treatment              4,354        13,407         (67.5 %)        15,426          41,436         (62.8 %)

Total Segments              43,140        52,669         (18.1 %)       123,050         145,906         (15.7 %)
Corporate & Other           (6,922 )      (4,479 )        54.5 %        (11,926 )        (7,317 )        63.0 %

Total Operating Income   $  36,218     $  48,190         (24.8 %)   $   111,124     $   138,589         (19.8 %)


Operating Margins:
Flow Control                   9.4 %        10.7 %                          8.1 %           8.8 %
Motion Control                11.1 %        10.5 %                         11.3 %          10.1 %
Metal Treatment                8.8 %        20.4 %                         10.2 %          20.4 %
Total Curtiss-Wright           8.3 %        11.1 %                          8.5 %          10.5 %

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

Flow Control

For the third quarter of 2009, sales for our Flow Control segment were $238 million. This was an increase of $11 million, or 5%, from $227 million during the third quarter of 2008. Organic sales increased $8 million, or 4%, over the same period from the prior year; however, strong increases in both the defense market of $15 million and the power generation market of $12 million were partially offset by decreases in the general industrial and oil and gas markets of $9 million and $10 million, respectively. In addition, our 2009 acquisitions of EST and Nu-Torque, net of divestitures, contributed $5 million in incremental sales. The remaining sales decline of $2 million was due to the unfavorable effect of foreign currency translation.

The increase in organic sales to our defense market was mainly due to increased production on the Virginia class submarines and the Ford class aircraft carrier program as well as sales of motors, generators and helicopter handling products for naval applications. Our commercial power generation market also generated strong organic growth due to increased demand for our upgrades and plant maintenance, as well as higher sales of our next-generation reactor coolant pumps for the AP1000 nuclear reactors being constructed in the United States. In addition, we had increased demand for upgrades and maintenance projects for nuclear power plants, driven by timing of refurbishment cycles, which can vary from period to period. Mainly offsetting these increases was a decline in the oil and gas market organic 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. Traditional oil and gas valve products also generated lower sales due to a downturn in capital spending and maintenance expenditures by our customers. Organic sales to our general industrial market declined due to lower demand for our industrial control products and automotive products resulting from depressed economic conditions.

New orders increased by $30 million ($262 million versus $232 million), or 13%, during the third quarter of 2009, as compared to the same period in 2008. The increase in new orders was driven primarily by increases for both the Virginia class submarine and the Ford class aircraft carrier programs, partially offset by declines in orders for coker valve products. Acquisitions, net of divestitures, contributed $4 million to incremental new orders from the comparable quarter in 2008.

For the third quarter of 2009, operating income for our Flow Control segment was $22 million. This was a decrease of $2 million, or 8%, from $24 million during the third quarter of 2008. Organic operating income decreased by approximately $2 million from the prior year period, while incremental operating income and foreign currency translation were both flat. Our organic operating income was mainly impacted by the under-absorption of overhead costs resulting from significantly lower volumes in the oil and gas and general industrial markets. These declines were partially offset by higher operating income due to increased volumes in our commercial nuclear power market and lower expenses due to cost reduction programs.

For the first nine months of 2009, sales for our Flow Control segment were $711 million. This was an increase of $26 million, or 4%, from $684 million during the first nine months of 2008. Organic sales increased $20 million, or 3%, over the same period from the prior year; however, strong increases in both the power generation market of $58 million and the defense market of $28 million were partially offset by decreases in the oil and gas of $41 million and general industrial markets of $25 million. In addition, our 2009 acquisitions of EST and Nu-Torque, net of divestitures, contributed $15 million in incremental sales. The remaining sales decline of $8 million was due to the unfavorable effect of foreign currency translation.

The increase in organic sales to the power generation market was due to increased demand for our upgrades and plant maintenance, as well as 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 upgrades and maintenance projects for nuclear power plants, driven by timing of refurbishment cycles, which can vary from period to period. The increase in organic sales to the defense market was mainly due to increased production on both the Virginia class submarine and the Ford class aircraft carrier programs which were partially offset by lower sales of spare parts. In addition, we had increased sales of motors, generators and helicopter handling products for naval applications. Offsetting these increases was a decline in the oil and gas market organic 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. Traditional oil and gas valve products also generated lower sales due to a downturn in capital spending and maintenance expenditures by our customers. Organic sales to our general industrial market declined due to lower demand for our industrial control products and automotive products resulting from depressed economic conditions.

New orders for the first nine months of 2009 declined by $344 million ($738 million versus $1,082 million), or 32%. 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. Acquisitions, net of divestitures, contributed an incremental $12 million to new orders from the comparable period in 2008. Backlog increased 4% to $1,215 million at September 30, 2009 from $1,167 million at December 31, 2008.

For the first nine months of 2009, operating income for our Flow Control segment was $57 million. This was a decrease of $3 million, or 5%, from $60 million during the first nine months of 2008. Organic operating income decreased by $7 million, or 11%, over the prior year period. Our organic operating income was primarily impacted by the under-absorption of overhead costs resulting from significantly lower volumes in the oil and gas and general industrial markets. These declines were partially offset by higher operating income due to increased volumes in our commercial nuclear power market and lower expenses due to cost reduction programs. Our 2009 acquisitions contributed $1 million of incremental operating income in the first nine 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. Foreign currency translation had an additional favorable impact of $3 million on our results in 2009 versus 2008.

Motion Control

For the third quarter of 2009, sales for our Motion Control segment were $148 million. This was an increase of $5 million, or 4%, from $143 million during the third quarter of 2008. This increase was mainly due to our 2008 acquisitions of VMetro ASA and Mechetronics Holdings Limited, which had incremental sales of $7 million, or 5% of sales growth for the quarter. Organic sales were flat over the same period from the prior year; however, a strong increase in the defense market of $5 million was fully offset by decreases in the commercial aerospace of $3 million and general industrial markets of $2 million due to the economic slowdown. The remaining sales decline of $2 million was due to the unfavorable effect of foreign currency translation.

Organic sales growth was realized in most of our major defense markets. Organic sales increased in the aerospace and naval defense markets by $4 million and $3 million, respectively. However, these increases were partially offset by a decline in the ground defense market of $4 million. The increase in the aerospace defense market was driven primarily by higher sales for our embedded computing products on the Northrop Grumman Global Hawk Program as well as . . .