8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 29, 2009
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-134		13-0612970
State or Other	Commission File		IRS Employer
Jurisdiction of	Number		Identification No.
Incorporation or
Organization
	10 Waterview Boulevard
	Parsippany, New Jersey	07054
	Address of Principal Executive Offices	Zip Code

Registrant's telephone number, including area code: (973) 541-3700

--------------

     4 Becker Farm Road, Roseland, New Jersey 07068
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On Thursday, October 29, 2009, the Company issued a press release announcing financial results for the third quarter ended September 30, 2009. A copy of this press release is attached hereto as Exhibit 99.1. A conference call and webcast presentation will be held on Friday, October 30, 2009 at 10:00am EDT for management to discuss the Company's 2009 third quarter performance. Martin R. Benante, Chairman and CEO, and Glenn E. Tynan, CFO, will host the call.

     The financial press release and access to the webcast will be posted on Curtiss-Wright's website at www.curtisswright.com. For those unable to participate, a webcast replay will be available for 90 days on the Company's website beginning one hour after the call takes place. A conference call replay will also be available for 30 days by dialing 888-203-1112 (Domestic) or 719-457-0820 (International) and entering passcode 7843037.

     The information contained in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any filing of the registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.
	99.1    Press Release dated October 29, 2009

2

SIGNATURE

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

CURTISS-WRIGHT CORPORATION

By: /s/ Glenn E. Tynan

     Glenn E. Tynan

     Vice-President and

     Chief Financial Officer

Date: October 29, 2009

3

EXHIBIT INDEX
Exhibit
Number	Description
99.1	Press Release, dated October 29, 2009

4

EX-99.1

FOR IMMEDIATE RELEASE

CURTISS-WRIGHT REPORTS 2009 THIRD QUARTER AND NINE
MONTH FINANCIAL RESULTS; UPDATES FULL YEAR GUIDANCE
- - -

PARSIPPANY, NJ – October 29, 2009 – Curtiss-Wright Corporation (NYSE: CW) today reports financial results for the third quarter and nine months ended September 30, 2009. The results are as follows:

Third Quarter 2009 Operating Results

• Net sales of $436 million were essentially flat with sales in 2008

• Operating income decreased 25% to $36 million from $48 million in 2008; 2009 included a $4.7 million charge to correct an error made by our external actuary in our pension expense calculation

• Net earnings decreased 27% to $20 million, or $0.44 per diluted share, from $28 million, or $0.60 per diluted share, in 2008; 2009 included a $0.07 per diluted share charge to correct the pension expense error

• New orders were $425 million, down 4% compared to the third quarter of 2008

Nine Months 2009 Operating Results

• Net sales decreased 1% to $1.31 billion from $1.32 billion in 2008

• Operating income decreased 20% to $111 million from $139 million in 2008

• Net earnings decreased 21% to $60 million, or $1.32 per diluted share, from $76 million, or $1.68 per diluted share, in 2008

• New orders were $1.29 billion, down 27% compared to 2008; 2008 included an award in excess of $300 million from Westinghouse for new commercial nuclear power plant construction

• Backlog was $1.68 billion as of September 30, 2009, essentially unchanged from December 31, 2008

Curtiss-Wright Corporation, Page 2

“The third quarter did not meet our expectations as the magnitude of the continued global recession was greater than expected and continued to negatively affect our businesses that are more sensitive to the macro-economic environment, specifically our Metal Treatment segment and oil and gas businesses. Despite the general optimism that exists, we have yet to see the rebound in the economy in our affected commercial businesses,” commented Martin R. Benante, Chairman and CEO of Curtiss-Wright Corporation. “However, due to our strategic diversification, we were able to largely offset the impact of these sales declines with strong performance in other key markets, most notably commercial power and defense which grew organically by 17% and 12%, respectively.”

“Our Motion Control segment experienced solid organic operating income growth of 26% in the third quarter of 2009 as compared to the prior year period, however, this increase was not enough to offset the dramatic decline in organic operating income and operating margin in our Metal Treatment segment and oil and gas businesses due to the significant under-absorption of overhead costs resulting from the sharp decline in sales. We have implemented cost reduction and business restructuring initiatives and have begun to realize the benefits while also continuing to opportunistically invest to better position ourselves for when the economy eventually improves.”

Sales

Sales of $436 million in the third quarter of 2009 were essentially unchanged from the prior year period. Incremental sales, primarily from our 2008 and 2009 acquisitions, contributed $12 million, while foreign currency translation decreased sales by $6 million. The remaining sales decrease was due to lower organic sales of $6 million, or 1%. The organic sales decline was driven by our Metal Treatment segment which declined $14 million, or 22%, partially offset by an increase in sales in our Flow Control segment which grew $8 million, or 4%. Organic sales in our Motion Control segment were essentially flat.

From a market perspective, organic sales, excluding foreign currency translation, declined $28 million, or 10% in our commercial markets despite strong growth in our commercial nuclear power market, as sharp declines were seen in our general industrial, oil and gas and commercial aerospace markets. These declines were mostly mitigated by a strong increase in sales to our defense markets of $21 million, or 13%, driven by solid growth in both our naval and aerospace defense programs.

Operating Income

Operating income of $36 million decreased $12 million, or 25% in the third quarter of 2009 as compared to the prior year. Excluding the impact of foreign currency translation, organic operating income declined $10 million or 21%, while our 2008 and 2009 acquisitions negatively impacted operating income by $2 million. In the third quarter of 2009, we generated an organic operating margin of 9.2% as compared to 11.1% in the prior year period. Foreign currency translation favorably impacted consolidated operating income and operating margin by $1 million, or 30 basis points, primarily in our Motion Control segment.

Excluding foreign currency translation, organic operating income in our Metal Treatment and Flow Control segments declined $9 million, or 64%, and $2 million, or 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. These declines were mitigated by an increase of $3 million in our Motion Control segment due to lower

Curtiss-Wright Corporation, Page 3

expenses resulting from cost reduction programs. Our segment organic operating margin was 130 basis points lower in the third quarter mainly driven by the under-absorption of fixed costs in our general industrial and oil and gas businesses.

Non-segment operating expense increased by $2 million from the prior year period mainly due to higher pension and medical expenses, partially offset by lower foreign currency exchange losses, as well as reduced compensation and legal expenses.

Net Earnings

Net earnings for the third quarter of 2009 decreased 27% from the comparable prior year period. The lower net earnings were due to the decline in operating income, partially offset by lower interest expense and a slightly lower effective tax rate. The lower interest expense was due to lower average interest rates, partially offset by higher average debt levels. Our effective tax rate for the third quarter of 2009 was 34.3% versus 34.4% for the third quarter of 2008.

Cash Flow

Our free cash flow, defined as cash flow from operations less capital expenditures, was $23 million for the third quarter of 2009 as compared to negative $8 million in the prior year period. Net cash provided by operating activities in the third quarter was $47 million, an increase of $31 million as compared to the prior year period. The increase is mainly due to working capital improvements in accounts receivable and accounts payable, partially offset by lower net earnings. Capital expenditures were $23 million in the third quarter of 2009 versus $24 million in the comparable prior year period.

Segment Performance

Flow Control – Sales for the third quarter of 2009 were $238 million, an increase of $11 million or 5% over the comparable prior year period. Incremental sales, primarily from our 2009 acquisitions of EST and Nu-Torque, contributed $5 million to the sales growth in the third quarter of 2009 while organic sales, excluding foreign currency translation, increased $8 million or 4%. Foreign currency translation negatively impacted sales by $2 million or 1%. The higher organic sales growth of 4% was driven by a strong sales increase in our naval defense market across several programs, most notably the Virginia class submarine and Ford class aircraft carrier programs. In addition, we had increased sales of helicopter handling systems for naval applications. Our commercial nuclear power market also generated strong growth due to increased demand for upgrades and plant maintenance, as well as higher revenues from our AP1000 reactor coolant pumps for the domestic new build programs. These organic sales increases were partially offset by a decline in our oil and gas businesses of 14% due primarily to the timing of new order placement and decreased global demand for energy. In addition, our general industrial market declined approximately 30% due to continued depressed economic conditions.

Operating income for this segment was $22 million, a decrease of $2 million, or 8% from the comparable prior year period. Our 2009 acquisitions and foreign currency translation had a minimal impact on operating income during the third quarter. The decrease in organic operating income was largely due to the significantly lower sales volume and resultant under-absorption of overhead costs in our oil and gas and general industrial markets, as well as cost overruns on the DDG1000 program. These declines were partially offset by stronger performance in our commercial nuclear power market.

Curtiss-Wright Corporation, Page 4

Motion Control – Sales for the third quarter of 2009 were $148 million, an increase of $5 million, or 4% over the comparable prior year period. This increase was driven by incremental sales from our 2008 acquisitions of VMetro and Mechetronics which added $7 million, or 5% of sales growth in the quarter. Foreign currency translation decreased sales by $2 million, or 2%. Excluding the impact of foreign currency translation, organic sales were essentially flat with the comparable prior year period. Higher organic sales in our aerospace and naval defense markets were largely offset by declines in our ground defense, commercial aerospace and general industrial markets. The organic sales increase in our aerospace defense market was realized across several platforms including the Global Hawk, Black Hawk and various helicopter programs. Naval defense had higher sales due to increased demand for our radar and display systems used on naval vessels. These increases were partially offset by lower ground defense sales driven primarily by the cancellation of the Army’s Future Combat Systems for the Manned Ground Vehicle program, as well as lower sales of our embedded computing products for tanks and light armored vehicles. Commercial aerospace also experienced a decrease in organic sales as higher sales to Boeing, primarily the 737 series, were more than offset by a decline in regional business jets, primarily due to the Eclipse bankruptcy in early 2009, and customer inventory burn off, which reduced orders for sensors. In addition, our general industrial market had lower organic sales due to reduced demand for integrated sensing products resulting from the economic slowdown.

Operating income for the third quarter of 2009 was $17 million, an increase of $2 million, or 10%, over the comparable prior year period. Acquisitions had $2 million of operating losses in the third quarter of 2009, primarily due to higher amortization expense, which generally runs higher in the early period of ownership. Foreign currency translation favorably impacted organic operating income by $1 million in the third quarter of 2009. Excluding the favorable impact of foreign currency translation, organic operating income increased $3 million, or 18% and organic operating margin improved by 190 basis points to 12.4% in the third quarter of 2009. These improvements were mainly driven by cost reduction initiatives.

Metal Treatment – Sales for the third quarter of 2009 were $50 million, a decrease of $16 million, or 25%, as compared to the prior year period. Foreign currency translation decreased sales by $2 million in the third quarter of 2009 compared to the prior year period. Excluding this impact, organic sales declined $14 million, or 22%. The weak global economic environment resulted in a reduction in demand across all primary service offerings and all key markets, in particular the general industrial market, primarily automotive.

Operating income decreased $9 million, or 68% for the third quarter of 2009 as compared to the prior year period, primarily as a result of the significantly lower sales volume which resulted in under-absorption of fixed overhead costs. These declines were partially offset by lower SG&A expenses resulting from cost reduction initiatives and lower compensation expense. Operating income in this segment was negatively affected by foreign currency translation by less than $1 million in the third quarter of 2009 as compared to the prior year period.

Curtiss-Wright Corporation, Page 5

Updated Full Year 2009 Guidance

•	Total sales	$1.795- $1.825 billion
		(previously $1.830-$1.850 billion)
•	Operating Income	$171 - $178 million
		(previously $194 - $201 million)
•	Diluted Earnings Per Share	$2.05- $2.15
		(previously $2.35 - $2.45)
•	Diluted Shares Outstanding	46.0 million
		(No Change)
•	Effective Tax Rate	35.1%
		(previously 35.3%)
•	Free Cash Flow	$80 - $90 million
		(No Change)

The estimated impact of major business events on updated full-year diluted earnings per share are as follows:

Metal Treatment volume decline	$	(0.10	)
Increase in pension expense	$	(0.08	)
Oil and Gas order delays	$	(0.10	)

Mr. Benante concluded, “As we indicated on our second quarter call, we were anticipating significant new orders for our coker products and expecting a modest rebound in our Metal Treatment business for the second half of the year. During the third quarter, we continued to see order delays in the oil and gas market as our customers postponed capital spending on major projects. In addition, our Metal Treatment business did not generate a sequential improvement during the third quarter and still has yet to see an improvement in demand. As a result, we are reducing our guidance for the full year 2009 primarily to reflect the continued order delays, unprecedented declines in our Metal Treatment business, and higher pension expense. Despite these challenges, we remain confident about the growth opportunities in our commercial power and defense markets, and are optimistic that when the global economic recovery truly gains momentum, we are strategically positioned to benefit with our unique technologies. Furthermore, we continue to focus on reducing our costs and improving our cash flow to better leverage our profitability in the future. Long-term, our diversification, strong backlog, and emphasis on advanced technologies will continue to provide profound value across a broad spectrum of high performance markets.”

The Company will host a conference call to discuss the 2009 third quarter results at 10:00 A.M. EDT Friday, October 30, 2009. A live webcast of the call can be heard on the internet by visiting the company’s website at www.curtisswright.com and clicking on the investor information page or by visiting other websites that provide links to corporate webcasts.

Curtiss-Wright Corporation, Page 6

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

	Three Months Ended											Nine Months Ended
	September 30,						Change					September 30,						Change
	2009			2008			$			%		2009			2008			$			%
Net sales	$	435,750		$	435,699		$	51		0.0	%	$	1,306,913		$	1,322,542			($15,629	)	(1.2	%)
Cost of sales		293,435			287,908			5,527		1.9	%		884,256			879,048			5,208		0.6	%
Gross profit		142,315			147,791			(5,476	)	(3.7	%)		422,657			443,494			(20,837	)	(4.7	%)
Research & development expenses		13,824			10,955			2,869		26.2	%		40,148			36,808			3,340		9.1	%
Selling expenses		25,407			25,839			(432	)	(1.7	%)		78,685			80,021			(1,336	)	(1.7	%)
General and administrative expenses		66,866			62,807			4,059		6.5	%		192,700			188,076			4,624		2.5	%
Operating income		36,218			48,190			(11,972	)	(24.8	%)		111,124			138,589			(27,465	)	(19.8	%)
Other income, net		309			371			(62	)	(16.7	%)		657			1,069			(412	)	(38.5	%)
Interest expense		(5,923	)		(6,611	)		688		10.4	%		(19,405	)		(21,370	)		1,965		9.2	%
Earnings before income taxes		30,604			41,950			(11,346	)	(27.0	%)		92,376			118,288			(25,912	)	(21.9	%)
Provision for income taxes		10,489			14,427			(3,938	)	(27.3	%)		32,002			41,909			(9,907	)	(23.6	%)
Net earnings	$	20,115		$	27,523			($7,408	)	(26.9	%)	$	60,374		$	76,379			($16,005	)	(21.0	%)
Basic earnings per share	$	0.44		$	0.61							$	1.34		$	1.71
Diluted earnings per share	$	0.44		$	0.60							$	1.32		$	1.68
Dividends per share	$	0.08		$	0.08							$	0.24		$	0.24
Weighted average shares outstanding:
Basic		45,356			44,779								45,165			44,672
Diluted		45,828			45,505								45,617			45,369

Curtiss-Wright Corporation, Page 7

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

		September 30,			December 31,			Change
		2009			2008			$		%
Assets
Current Assets:
Cash and cash equivalents	$	72,499		$	60,705		$	11,794		19.4	%
Receivables, net		399,547			395,659			3,888		1.0	%
Inventories, net		308,181			281,508			26,673		9.5	%
Deferred income taxes		38,385			37,314			1,071		2.9	%
Other current assets		41,663			26,833			14,830		55.3	%
Total current assets		860,275			802,019			58,256		7.3	%
Property, plant, & equipment, net		400,271			364,032			36,239		10.0	%
Goodwill, net		639,375			608,898			30,477		5.0	%
Other intangible assets, net		239,232			234,596			4,636		2.0	%
Deferred tax assets, net		16,355			23,128			(6,773	)	(29.3	%)
Other assets		10,372			9,357			1,015		10.8	%
Total Assets	$	2,165,880		$	2,042,030		$	123,850		6.1	%
Liabilities
Current Liabilities:
Short-term debt	$	77,649		$	3,249		$	74,400		2289.9	%
Accounts payable		109,147			140,954			(31,807	)	(22.6	%)
Dividends payable		3,653			—			3,653		100.0	%
Accrued expenses		92,304			103,973			(11,669	)	(11.2	%)
Income taxes payable		4,515			8,213			(3,698	)	(45.0	%)
Deferred revenue		162,925			138,753			24,172		17.4	%
Other current liabilities		40,404			56,542			(16,138	)	(28.5	%)
Total current liabilities		490,597			451,684			38,913		8.6	%
Long-term debt		470,645			513,460			(42,815	)	(8.3	%)
Deferred income taxes		27,866			26,850			1,016		3.8	%
Accrued pension & other postretirement benefit costs		141,533			125,762			15,771		12.5	%
Long-term portion of environmental reserves		18,971			20,377			(1,406	)	(6.9	%)
Other liabilities		45,372			37,135			8,237		22.2	%
Total Liabilities		1,194,984			1,175,268			19,716		1.7	%
Stockholders' Equity
Common stock, $1 par value		48,214			47,903			311		0.6	%
Additional paid in capital		106,788			94,500			12,288		13.0	%
Retained earnings		949,388			899,928			49,460		5.5	%
Accumulated other comprehensive income		(38,135	)		(72,551	)		34,416		47.4	%
		1,066,255			969,780			96,475		9.9	%
Less: cost of treasury stock		95,359			103,018			(7,659	)	(7.4	%)
Total Stockholders' Equity		970,896			866,762			104,134		12.0	%
Total Liabilities and Stockholders' Equity	$	2,165,880		$	2,042,030		$	123,850		6.1	%

Curtiss-Wright Corporation, Page 8

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SEGMENT INFORMATION (UNAUDITED)
(In thousands)

		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	%
Segment Margins		9.9	%		12.1	%				9.4	%		11.0	%

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

Curtiss-Wright Corporation, Page 9

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NON-GAAP FINANCIAL DATA (UNAUDITED)
(In thousands)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2009			2008			2009			2008
Net Cash Provided by	$	46,774		$	15,586		$	81,039		$	74,775
Operating Activities
Capital Expenditures		(23,498	)		(23,915	)		(61,026	)		(70,511	)
Free Cash Flow(1)	$	23,276		$	(8,329	)	$	20,013		$	4,264
Cash Conversion(1)		116	%		(30	%)		33	%		6	%

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

Curtiss-Wright Corporation, Page 10

About Curtiss-Wright

Curtiss-Wright Corporation is a diversified company headquartered in Parsippany, New Jersey. The Company designs, manufactures and overhauls products for motion control and flow control applications and provides a variety of metal treatment services. The firm employs approximately 7,500 people. More information on Curtiss-Wright can be found at www.curtisswright.com.

###

Certain statements made in this release, including statements about future revenue, organic revenue growth, quarterly and annual revenue, net income, organic operating income growth, future business opportunities, cost saving initiatives, and future cash flow from operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements present management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include, but are not limited to: a reduction in anticipated orders; an economic downturn; changes in competitive marketplace and/or customer requirements; a change in government spending; an inability to perform customer contracts at anticipated cost levels; and other factors that generally affect the business of aerospace, defense contracting, electronics, marine, and industrial companies. Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and subsequent reports filed with the Securities and Exchange Commission.

This press release and additional information is available at www.curtisswright.com.

Contact:	Alexandra M. Deignan
	(973) 541-3734
	adeignan@curtisswright.com