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

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2010

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _______

Commission File Number 1-134

CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)

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

10 Waterview Boulevard	 	 	
Parsippany, New Jersey	 	07054	
(Address of principal executive offices)	 	(Zip Code)	

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period of time that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x                         No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   o                         No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	 	Accelerated filer o	
Non-accelerated filer  o	(Do not check if a smaller reporting company)	Smaller reporting company o	

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o    No   x

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

Common Stock, par value $1.00 per share, 45,861,565 shares (as of April 30, 2010).

Page 1 of 25

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

 TABLE of CONTENTS

 	 	 	PAGE	
 	 	 	 	
PART I – FINANCIAL INFORMATION	 	

Item 1.	Unaudited Financial Statements:	 	
 	 	 	 	
 	 	Condensed Consolidated Statements of Earnings	3	
 	 	 	 	
 	 	Condensed Consolidated Balance Sheets	4	
 	 	 	 	
 	 	Condensed Consolidated Statements of Cash Flows	5	
 	 	 	 	
 	 	Condensed Consolidated Statements of Stockholders’ Equity	6	
 	 	 	 	
 	 	Notes to Condensed Consolidated Financial Statements	7-16	
 	 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17-21	
 	 	 	 	
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22	
 	 	 	 	
Item 4.	Controls and Procedures	22	

 	 	 	 	
PART II – OTHER INFORMATION	 	

Item 1.	Legal Proceedings	23	
 	 	 	 	
Item 1A.	Risk Factors	23	
 	 	 	 	
Item 5.	Other Information	23	
 	 	 	 	
Item 6.	Exhibits	24	
 	 	 	 	
Signatures	 	25	

Page 2 of 25

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES	 	
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS	 	
(UNAUDITED)	 	
(In thousands except per share data)	 	
 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	 	 	 	 	 	
 	 	2010	 	 	2009	 	
 	 	 	 	 	 	 	
Net sales	 	$	441,775	 	 	$	423,792	 	
Cost of sales	 	 	303,791	 	 	 	288,032	 	
Gross profit	 	 	137,984	 	 	 	135,760	 	
 	 	 	 	 	 	 	 	 	
Research and development costs	 	 	 13,838	 	 	 	 13,124	 	
Selling expenses	 	 	 27,820	 	 	 	 25,863	 	
General and administrative expenses	 	 	65,242	 	 	 	65,630	 	
Operating income	 	 	 31,084	 	 	 	 31,143	 	
 	 	 	 	 	 	 	 	 	
Other income, net	 	 	 152	 	 	 	 301	 	
Interest expense	 	 	(5,667	)	 	 	(6,940	)	
 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	 	 25,569	 	 	 	 24,504	 	
Provision for income taxes	 	 	9,234	 	 	 	8,699	 	
 	 	 	 	 	 	 	 	 	
Net earnings	 	$	16,335	 	 	$	15,805	 	
 	 	 	 	 	 	 	 	 	
Basic earnings per share	 	$	0.36	 	 	$	0.35	 	
Diluted earnings per share	 	$	0.35	 	 	$	0.35	 	
 	 	 	 	 	 	 	 	 	
Dividends per share	 	$	0.08	 	 	$	0.08	 	
 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	
   Basic	 	 	 45,642	 	 	 	 44,994	 	
   Diluted	 	 	 46,158	 	 	 	 45,466	 	

See notes to condensed consolidated financial statements

Page 3 of 25

 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES	 	
CONDENSED CONSOLIDATED BALANCE SHEETS	 	
(UNAUDITED)	 	
(In thousands)	 	
 	 	March 31,	 	 	December 31,	 	
 	 	2010	 	 	2009	 	
Assets	 	 	 	 	 	 	
Current Assets:	 	 	 	 	 	 	
Cash and cash equivalents	 	$	 79,703	 	 	$	65,010	 	
Receivables, net	 	 	 421,117	 	 	 	 404,539	 	
Inventories, net	 	 	 299,031	 	 	 	 285,608	 	
Deferred tax assets, net	 	 	 48,227	 	 	 	 48,777	 	
Other current assets	 	 	30,720	 	 	 	33,567	 	
Total current assets	 	 	878,798	 	 	 	837,501	 	
Property, plant, and equipment, net	 	 	 394,269	 	 	 	 401,149	 	
Goodwill	 	 	 658,228	 	 	 	 648,452	 	
Other intangible assets, net	 	 	 242,904	 	 	 	 242,506	 	
Deferred tax assets, net	 	 	 1,744	 	 	 	 1,994	 	
Other assets	 	 	10,904	 	 	 	10,439	 	
Total Assets	 	$	2,186,847	 	 	$	2,142,041	 	
 	 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	 	
Current Liabilities:	 	 	 	 	 	 	 	 	
Current portion of long-term debt and short-term debt	 	 $	 77,633	 	 	 $	 80,981	 	
Accounts payable	 	 	 113,739	 	 	 	 129,880	 	
Dividends payable	 	 	 3,673	 	 	 	 –	 	
Accrued expenses	 	 	 77,153	 	 	 	 90,855	 	
Income taxes payable	 	 	 3,432	 	 	 	 4,212	 	
Deferred revenue	 	 	 159,690	 	 	 	 167,683	 	
Other current liabilities	 	 	49,195	 	 	 	50,708	 	
Total current liabilities	 	 	484,515	 	 	 	524,319	 	
Long-term debt	 	 	 434,098	 	 	 	 384,112	 	
Deferred tax liabilities, net	 	 	 22,530	 	 	 	 25,549	 	
Accrued pension and other postretirement benefit costs	 	 	 125,966	 	 	 	 120,930	 	
Long-term portion of environmental reserves	 	 	 18,369	 	 	 	 18,804	 	
Other liabilities	 	 	37,690	 	 	 	41,570	 	
Total Liabilities	 	 	1,123,168	 	 	 	1,115,284	 	
   Contingencies and Commitments (Note 13)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Stockholders' Equity	 	 	 	 	 	 	 	 	
Common stock, $1 par value	 	 	 48,394	 	 	 	 48,214	 	
Additional paid-in capital	 	 	 117,983	 	 	 	 111,707	 	
Retained earnings	 	 	 993,252	 	 	 	 980,590	 	
Accumulated other comprehensive loss	 	 	(3,172	)	 	 	(19,605	)	
 	 	 	 1,156,457	 	 	 	 1,120,906	 	
Less:  Cost of treasury stock	 	 	(92,778	)	 	 	(94,149	)	
Total Stockholders' Equity	 	 	1,063,679	 	 	 	1,026,757	 	
Total Liabilities and Stockholders' Equity	 	$	2,186,847	 	 	$	2,142,041	 	

See notes to condensed consolidated financial statements

Page 4 of 25

 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
 	 	Three Months Ended
March 31,	
 	 	2010	 	 	2009	 	
Cash flows from operating activities:	 	 	 	 	 	 	
      Net earnings	 	$	16,335	 	 	$	15,805	 	
 Adjustments to reconcile net earnings to net cash
 used for operating activities:	 	 	 	 	 	 	 	 	
 Depreciation and amortization	 	 	 19,510	 	 	 	 19,033	 	
 Net loss on sale of assets and disposals of long-lived assets	 	 	 36	 	 	 	 157	 	
 Gain on bargain purchase	 	 	 –	 	 	 	 (2,091	)	
 Deferred income taxes	 	 	 2,051	 	 	 	 912	 	
 Share-based compensation	 	 	 2,497	 	 	 	 3,545	 	
 Change in operating assets and liabilities, net of businesses acquired:	 	 	 	 	 	 	 	 	
 (Increase) decrease in receivables	 	 	 (24,478	)	 	 	 14,086	 	
 Increase in inventories	 	 	 (11,868	)	 	 	 (10,266	)	
 Increase (decrease) in progress payments	 	 	 3,458	 	 	 	 (4,130	)	
 Decrease in accounts payable and accrued expenses	 	 	 (27,138	)	 	 	 (57,281	)	
 Decrease in deferred revenue	 	 	 (7,993	)	 	 	 (8,875	)	
 Increase (decrease) in income taxes payable	 	 	 3,770	 	 	 	 (1,925	)	
 Increase in net pension and postretirement liabilities	 	 	 6,486	 	 	 	 2,903	 	
 Increase in other current and long-term assets	 	 	 (1,165	)	 	 	 (422	)	
 Decrease in other current and long-term liabilities	 	 	(4,500	)	 	 	(4,536	)	
 Total adjustments	 	 	(39,334	)	 	 	(48,890	)	
 Net cash used for operating activities	 	 	(22,999	)	 	 	(33,085	)	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
 Proceeds from sales and disposals of long-lived assets	 	 	 474	 	 	 	 82	 	
 Acquisitions of intangible assets	 	 	 (1,486	)	 	 	 (136	)	
 Additions to property, plant, and equipment	 	 	 (10,878	)	 	 	 (16,632	)	
 Acquisition of businesses, net of cash acquired	 	 	(1,153	)	 	 	(45,540	)	
 Net cash used for investing activities	 	 	(13,043	)	 	 	(62,226	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
 Borrowings on debt	 	 	 141,000	 	 	 	 291,000	 	
 Principal payments on debt	 	 	 (94,372	)	 	 	 (195,016	)	
 Proceeds from exercise of stock options	 	 	 5,192	 	 	 	 3,943	 	
 Excess tax benefits from share-based compensation	 	 	30	 	 	 	22	 	
 Net cash provided by financing activities	 	 	51,850	 	 	 	99,949	 	
Effect of exchange-rate changes on cash	 	 	(1,115	)	 	 	(938	)	
Net increase in cash and cash equivalents	 	 	 14,693	 	 	 	 3,700	 	
Cash and cash equivalents at beginning of period	 	 	65,010	 	 	 	60,705	 	
Cash and cash equivalents at end of period	 	$	79,703	 	 	$	64,405	 	
Supplemental disclosure of investing activities:	 	 	 	 	 	 	 	 	
 Fair value of assets acquired in current year acquisitions	 	$	 –	 	 	$	 50,913	 	
 Additional consideration paid on prior year acquisitions	 	 	 1,153	 	 	 	 540	 	
 Liabilities assumed from current year acquisitions	 	 	 –	 	 	 	 (3,822	)	
 Gain on bargain purchase	 	 	–	 	 	 	(2,091	)	
 Acquisition of businesses, net of gain	 	$	1,153	 	 	$	45,540	 	
 	
See notes to condensed consolidated financial statements	

 
Page 5 of 25

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

 
Common
Stock	 	 	Additional
Paid in
Capital	 	 	Retained
Earnings	 	 	Accumulated
Other
Comprehensive
Income	 	 	Treasury
Stock	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2008	 	$	 47,903	 	 	$	 94,500	 	 	$	 899,928	 	 	$	 (72,551	)	 	$	 (103,018	)	
Net earnings	 	 	 –	 	 	 	 –	 	 	 	95,221	 	 	 	 	 	 	 	 –	 	
Pension and postretirement  adjustment, net	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 16,350	 	 	 	 –	 	
Foreign currency translation adjustments, net	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 36,596	 	 	 	 –	 	
Dividends paid	 	 	 –	 	 	 	 –	 	 	 	(14,559	)	 	 	 –	 	 	 	 –	 	
Stock options exercised, net	 	 	 311	 	 	 	 6,085	 	 	 	 –	 	 	 	 –	 	 	 	 4,727	 	
Share-based compensation	 	 	 –	 	 	 	11,431	 	 	 	 –	 	 	 	 –	 	 	 	 3,833	 	
Other	 	 	–	 	 	 	(309	)	 	 	–	 	 	 	–	 	 	 	309	 	
December 31, 2009	 	 $	48,214	 	 	 $	111,707	 	 	 $	980,590	 	 	 $	(19,605	)	 	 $	(94,149	)	
Net earnings	 	 	 –	 	 	 	 –	 	 	 	16,335	 	 	 	 	 	 	 	 –	 	
Pension and postretirement  adjustment, net	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 714	 	 	 	 –	 	
Foreign currency translation adjustments, net	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 15,719	 	 	 	 –	 	
Dividends declared	 	 	 –	 	 	 	 –	 	 	 	 (3,673	)	 	 	 –	 	 	 	 –	 	
Stock options exercised, net	 	 	 180	 	 	 	 4,345	 	 	 	 –	 	 	 	 –	 	 	 	 805	 	
Share-based compensation	 	 	 –	 	 	 	 2,165	 	 	 	 –	 	 	 	 –	 	 	 	 332	 	
Other	 	 	–	 	 	 	(234	)	 	 	–	 	 	 	–	 	 	 	234	 	
March 31, 2010	 	$	48,394	 	 	$	117,983	 	 	$	993,252	 	 	$	(3,172	)	 	$	(92,778	)	

See notes to condensed consolidated financial statements

 
Page 6 of 25

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

1.           BASIS OF PRESENTATION

Curtiss-Wright Corporation with its subsidiaries (the “Corporation”) is a diversified, multinational manufacturing and service company that designs, manufactures, and overhauls precision components and systems and provides highly engineered products and services to the aerospace, defense, automotive, shipbuilding, processing, oil, petrochemical, agricultural equipment, railroad, power generation, security, and metalworking industries. Operations are conducted through 58 manufacturing facilities and 66 metal treatment service facilities.
 
The unaudited condensed consolidated financial statements include the accounts of Curtiss-Wright Corporation and its majority-owned subsidiaries.  All significant intercompany transactions and accounts have been eliminated.
 
The unaudited condensed consolidated financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. The most significant of these estimates includes the estimate of costs to complete long-term contracts under the percentage-of-completion accounting methods, the estimate of useful lives for property, plant, and equipment, cash flow estimates used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, estimates for the valuation and useful lives of intangible assets, estimates for warranty reserves, and future environmental costs. Actual results may differ from these estimates.  In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.
 
The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2009 Annual Report on Form 10-K, as amended.  The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

RECENTLY ISSUED ACCOUNTING STANDARDS
 
ADOPTION OF NEW STANDARDS
 
Improving Disclosures About Fair Value Measurements
In February 2010, new guidance was issued which adds new requirements for disclosures about transfers into and out of Levels 1 and 2 measurements and separate disclosures about purchases, sales, issuances, and settlements related to Level 3 measurements.  The guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  In addition, employers’ disclosures about postretirement benefit plan assets are required to disclose classes of assets instead of major categories of assets.  The new guidance was effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, and issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The adoption of the guidance requires us to provide additional disclosures.  See Footnote 6 for additional information.

Amendments to Certain Recognition and Measurement Requirements
In February 2010, new guidance was issued to provide certain recognition and disclosure requirements surrounding subsequent events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued, by requiring U.S. Securities and Exchange Commission (“SEC”) filers to evaluate  subsequent  events through the date that the financial statements are issued and by removing the requirement for SEC filers to disclose the date through which  subsequent  events have been evaluated.  The new guidance was effective upon issuance.  In accordance with this guidance, the Corporation has determined no  subsequent  events have occurred that would require adjustment to or additional disclosure in its consolidated financial statements.

STANDARDS ISSUED BUT NOT YET EFFECTIVE
 
Revenue Arrangements with Multiple Deliverables
In September 2009, new guidance was issued on revenue arrangements with multiple deliverables.  The new guidance modifies the requirements for determining whether a deliverable can be treated as a separate unit of accounting by removing the criteria that verifiable and objective evidence of fair value exists for undelivered items, establishes a selling price hierarchy to help entities allocate arrangement consideration to separate units of account, requires the relative selling price allocation method for all arrangements, and expands required disclosures.  The new guidance is effective for fiscal years beginning after June 15, 2010. We do not anticipate that the adoption of this guidance will have a material impact on the Corporation’s results of operations or financial condition.
 
Certain Revenue Arrangements That Include Software Elements
In September 2009, new guidance was issued on certain revenue arrangements that include software elements. The new guidance amended past guidance on software revenue recognition to exclude from scope all tangible products containing both software and non-software elements that function together to interdependently deliver the product’s essential functionality. The new guidance is effective for fiscal years beginning after June 15, 2010. We do not anticipate that the adoption of this guidance will have a material impact on the Corporation’s results of operations or financial condition.

Page 7 of 25

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

RECENT DEVELOPMENTS
 
U.S. Health Care Legislation
In March 2010, the Patient Protection and Affordable Care Act (the “PPACA”) and the Health Care and Education Reconciliation Act of 2010 (the “HCERA” and, together with PPACA, the “Acts”) were signed into law. The Acts effectively change the tax treatment of federal subsidies paid to sponsors of retiree health benefit plans that provide prescription drug benefits at least as actuarially equivalent to the corresponding benefits provided under Medicare Part D.
 
The federal subsidy paid to employers was introduced as part of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “MMA 2003”). The Corporation has been receiving the federal subsidy since the 2006 tax year related to certain retiree prescription drug plans that were determined to be actuarially equivalent to the benefit provided under Medicare Part D. Under the MMA 2003, the federal subsidy does not reduce an employer’s income tax deduction for the costs of providing such prescription drug plans nor is it subject to income tax to the individual.
 
Under the Acts, beginning in 2013, an employer’s income tax deduction for the costs of providing Medicare Part D-equivalent prescription drug benefits to retirees will be reduced by the amount of the federal subsidy. Under the general standards of accounting, any impact from a change in tax law must be recognized in earnings in the period enacted regardless of the effective date. As a result, management recognized a non-cash charge of approximately $0.8 million in the quarter ended March 31, 2010 for the write-off of deferred tax assets to reflect the change in the tax treatment of the federal subsidy.
 
2.           RECEIVABLES

Receivables at March 31, 2010 and December 31, 2009 include amounts billed to customers, claims, other receivables, and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed.  Substantially all amounts of unbilled receivables are expected to be billed and collected within one year.
 
The composition of receivables for those periods is as follows:
 
 	 	(In thousands)	 	
 	 	March 31, 2010	 	 	December 31, 2009	 	
Billed Receivables:	 	 	 	 	 	 	
Trade and other receivables	 	$	 260,754	 	 	$	 264,191	 	
 Less: Allowance for doubtful accounts	 	 	(3,649	)	 	 	(3,997	)	
Net billed receivables	 	 	257,105	 	 	 	260,194	 	
Unbilled Receivables:	 	 	 	 	 	 	 	 	
Recoverable costs and estimated earnings not billed	 	 	 188,730	 	 	 	 163,115	 	
 Less: Progress payments applied	 	 	(24,718	)	 	 	(18,770	)	
Net unbilled receivables	 	 	164,012	 	 	 	144,345	 	
Receivables, net	 	$	421,117	 	 	$	404,539	 	

 
 
Page 8 of 25

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

3.           INVENTORIES

Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year.  Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories is as follows:
 
 	 	(In thousands)	 	
 	 	March 31, 2010	 	 	December 31, 2009	 	
Raw material	 	$	 139,337	 	 	$	 131,108	 	
Work-in-process	 	 	 69,668	 	 	 	 67,351	 	
Finished goods and component parts	 	 	 83,292	 	 	 	 84,674	 	
Inventoried costs related to U.S. Government and other long-term contracts	 	 	56,044	 	 	 	53,597	 	
Gross inventories	 	 	 348,341	 	 	 	 336,730	 	
Less: Inventory reserves	 	 	 (40,417	)	 	 	 (39,739	)	
  Progress payments applied, principally related to long-term contracts	 	 	(8,893	)	 	 	(11,383	)	
Inventories, net	 	$	299,031	 	 	$	285,608	 	

4.           GOODWILL

The Corporation accounts for acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill.
 
The changes in the carrying amount of goodwill for the three months ended March 31, 2010 are as follows:
 
 	 	(In thousands)	 	
 	 	Flow
Control	 	 	Motion
Control	 	 	Metal
Treatment	 	 	Consolidated	 	
December 31, 2009	 	$	 308,051	 	 	$	 311,546	 	 	$	 28,855	 	 	$	 648,452	 	
Goodwill from 2010 acquisitions	 	 	 −	 	 	 	 −	 	 	 	 −	 	 	 	 −	 	
Change in estimate to fair value of net assets acquired in prior year	 	 	 −	 	 	 	 (2,034	)	 	 	 −	 	 	 	 (2,034	)	
Additional consideration of prior years’ acquisitions	 	 	 −	 	 	 	 −	 	 	 	 −	 	 	 	 −	 	
Other adjustments	 	 	 −	 	 	 	 −	 	 	 	 −	 	 	 	 −	 	
Currency translation adjustment	 	 	1,074	 	 	 	10,841   	 	 	 	(105	)  	 	 	11,810	 	
March 31, 2010	 	$	309,125	 	 	$	320,353	 	 	$	28,750	 	 	$	658,228	 	

The purchase price allocations relating to the businesses acquired are initially based on estimates. The Corporation adjusts these estimates based upon final analysis including input from third party appraisals, when deemed appropriate.  The determination of fair value is finalized no later than twelve months from acquisition.  There were no acquisitions of businesses during the first quarter of 2010.

As of January 1, 2010, the Corporation’s Canadian entity changed its functional currency from the U.S. dollar to the Canadian dollar. The nature of this operation's cash flow changed from predominately U.S. dollar to the Canadian dollar, therefore requiring the change in functional currency. In accordance with the guidance on foreign currency translation, an adjustment of $13.4 million, attributable to current-rate translation, was recorded to goodwill.

 

 
 
Page 9 of 25

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

 
 
5.           OTHER INTANGIBLE ASSETS, NET

Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, and trademarks.  Intangible assets are amortized over useful lives that range between 1 to 20 years.
 
The following tables present the cumulative composition of the Corporation’s intangible assets and include $9.9 million of indefinite lived intangible assets within other intangible assets for both periods presented.
 
 	 	(In thousands)	 	
March 31, 2010	 	Gross	 	 	Accumulated Amortization	 	 	Net	 	
Technology	 	$	 140,526	 	 	$	 (47,275	)	 	$	 93,251	 	
Customer related intangibles	 	 	 178,034	 	 	 	 (58,952	)	 	 	 119,082	 	
Other intangible assets	 	 	39,840	 	 	 	(9,269	)	 	 	30,571	 	
Total	 	$	358,400	 	 	$	(115,496	)	 	$	242,904	 	

 	 	(In thousands)	 	
December 31, 2009	 	Gross	 	 	Accumulated Amortization	 	 	Net	 	
Technology	 	$	 135,879	 	 	$	 (44,051	)	 	$	 91,828	 	
Customer related intangibles	 	 	 174,884	 	 	 	 (54,614	)	 	 	 120,270	 	
Other intangible assets	 	 	38,887	 	 	 	(8,479	)	 	 	30,408	 	
Total	 	$	349,650	 	 	$	(107,144	)	 	$	242,506	 	

The following table presents the changes in the net balance of intangibles assets during the three months ended March 31, 2010.
 
 	 	(In thousands)	 	 	
 	 	Technology, net	 	 	Customer Related Intangibles, net	 	 	Other Intangible Assets, net	 	Total	 	 	
December 31, 2009	 	$	 91,828	 	 	$	 120,270	 	 	$	 30,408	 	 	$	 242,506	 		
Acquired during 2010	 	 	 1,466	 	 	 	 −	 	 	 	 −	 	 	 	 1,466	 		
Amortization expense	 	 	 (2,340	)	 	 	 (3,298	)	 	 	 (821	)	 	 	 (6,459	)		
Change in estimate to fair value of net assets acquired in prior year	 	 	 −	 	 	 	 −	 	 	 	 −	 	 	 	 −	 		
Net currency translation adjustment	 	 	2,297	 	 	 	2,110	 	 	 	984	 	 	 	5,391	 		
March 31, 2010	 	$	93,251	 	 	$	119,082	 	 	$	30,571	 	 	$	242,904	 		

The purchase price allocations relating to the businesses acquired are initially based on estimates. The Corporation adjusts these estimates based upon final analysis including input from third party appraisals, when deemed appropriate.  The determination of fair value is finalized no later than twelve months from acquisition.  The Corporation acquired a patent during the first quarter of 2010.
 
As of January 1, 2010, the Corporation’s Canadian entity changed its functional currency from the U.S. dollar to the Canadian dollar.  The nature of this operations cash flow changed from predominately U.S. dollar to the Canadian dollar, therefore requiring the change in functional currency.  In accordance with the guidance on foreign currency translation, an adjustment of $5.5 million, attributable to current-rate translation, was recorded to intangible assets.
 
6.           DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation uses financial instruments, such as forward foreign exchange and currency option contracts to hedge a portion of existing and anticipated foreign currency denominated transactions.  The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations.  All derivative assets are required to be recognized as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets based upon quoted market prices for comparable instruments.  The Corporation does not elect to receive hedge accounting treatment and thus, records forward foreign exchange and currency option contracts at fair value, with the gain or loss on these transactions recorded into earnings in the period in which they occur. The Corporation does not use derivative financial instruments for trading or speculative purposes.
 
The Corporation utilizes the fair value hierarchy to measure the value of its derivative instruments.  The hierarchy establishes a framework for measuring fair value in accordance with generally accepted accounting principles:
 
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

The Corporation values its derivative instruments by using the bid ask pricing that is common in the dealer markets.  The dealers are ready to transact at these prices which use the mid-market pricing convention and are considered to be at fair market value.  Based upon the fair value hierarchy, all of our foreign exchange derivative forwards are valued at Level 2.  In addition, no transfers have been made between the levels.
 
As of March 31, 2010, the fair value of these instruments is $0.4 million. These instruments are classified as other current liabilities and other current assets. See the following tables for information on the location and amounts of derivative fair values in the Condensed Consolidated Balance Sheets and derivative gains and losses in the Condensed Consolidated Statements of Earnings.

 
Page 10 of 25

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

 
 	 	 	Fair Values of Derivative Instruments	 	
 	 	 	(in thousands)	 	
 	 	 	Asset Derivative	 	 	 	Liability Derivative	 	
 	 	 	March 31, 2010	 	 	December 31, 2009	 	 	 	March 31, 2010	 	 	December 31, 2009	 	
 	 Balance Sheet Location	 	Fair Value	 	 Balance Sheet Location	 	Fair Value	 	
 Foreign Exchange Contracts	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Transactional	 Other Current Assets	 	$	160	 	 	$	-	 	 Other Current Liabilities	 	$	32	 	 	$	342	 	
 Forecasted	 Other Current Assets	 	 	236	 	 	 	41	 	 Other Current Liabilities	 	 	-	 	 	 	-	 	
 Total	 	 	$	396	 	 	 $	41	 	 	 	$	32	 	 	$	342	 	

 
 Derivative Not Designated as Hedging Instruments	 Location of Loss Recognized in Income on Derivative	 	Amount of Loss Recognized in Income on Derivative	 	
 	 	 	Three Months Ended	 	
 Foreign exchange contracts:	 	 	March 31, 2010	 	 	March 31, 2009	 	
 	 Transactional	 General and administrative Expenses	 	$	1,879	 	 	$	1,801	 	
 	 Forecasted	 General and administrative Expenses	 	 	294	 	 	 	397	 	
 Total	 	 	$	2,173	 	 	$	2,198	 	
 
The estimated fair value amounts were determined by the Corporation using available market information which is primarily based on quoted market prices for the same or similar issues as of March 31, 2010.  Based upon the fair value hierarchy, all of our fixed rate debt is valued at a Level 2.  The estimated fair values of the Corporation’s fixed rate debt instruments at March 31, 2010 aggregated to $379.1 million compared to a carrying value of $350.0 million.  The carrying amount of the variable interest rate debt approximates fair value because the interest rates are reset periodically to reflect current market conditions.
 
The fair values described above may not be indicative of net realizable value or reflective of future fair values.  Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 
 
Page 11 of 25

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

7.           WARRANTY RESERVES

The Corporation provides its customers with warranties on certain commercial and governmental products.  Estimated warranty costs are charged to expense in the period the related revenue is recognized based on quantitative historical experience.  Estimated warranty costs are reduced as these costs are incurred and as the warranty period expires or may be otherwise modified as specific product performance issues are identified and resolved.  Warranty reserves are included within other current liabilities in the Condensed Consolidated Balance Sheets.  The following table presents the changes in the Corporation’s warranty reserves:
 
 	 	(In thousands)	 	
 	 	2010	 	 	2009	 	
Warranty reserves at January 1,	 	$	 13,479	 	 	$	 10,775	 	
Provision for current year sales	 	 	 1,501	 	 	 	 1,749	 	
Current year claims	 	 	 (805	)	 	 	 (977	)	
Change in estimates to pre-existing warranties	 	 	 (784	)	 	 	 (775	)	
Increase due to acquisitions	 	 	 -	 	 	 	 281	 	
Foreign currency translation adjustment	 	 	(72	)	 	 	(155	)	
Warranty reserves at March 31,	 	$	13,319	 	 	$	10,898	 	

8.           FACILITIES RELOCATION AND RESTRUCTURING

In connection with the acquisitions of VMETRO and Mechetronics in 2008, the Corporation established a restructuring accrual of $7.6 million that was recorded against goodwill in accordance with the guidance on Business Combinations.  These acquisitions are consolidated into the Motion Control segment.  The accrual was established as of December 31, 2008 for $7.1 million, while the balance was recorded in 2009 for $0.5 million based upon further analysis of the restructuring activities.  The restructuring accrual consists of costs to exit the activities of certain facilities, including lease cancellation costs and external legal and consulting fees, as well as costs to relocate or involuntarily terminate certain employees of the acquired business.   As of March 31, 2010, the Corporation has a balance of $0.4 million remaining in the restructuring accrual.  The Corporation has substantially finalized its plans associated with the restructuring and has estimated the remaining costs noted above.  The remaining costs are associated with the finalization of the payments associated with the plan.  These activities are expected to be completed by third quarter of 2010.
 
During 2009, the Corporation committed to a plan to restructure existing operations through a reduction in work force and consolidation of operating locations both domestically and internationally.  The decision was based on a review of various cost saving initiatives undertaken in connection with the development of the Corporation’s budget and operating plan. This plan impacts our Flow Control, Motion Control, and Metal Treatment segments and resulted in costs incurred of $5.6 million. In the first quarter of 2010, the Corporation continued to consolidate existing operations and incurred an additional $1.8 million consisting of severance costs to involuntarily terminate certain employees, relocation costs, exit activities of certain facilities, including lease cancellation costs and external legal and consulting fees.   These costs were recorded in the Condensed Consolidated Statement of Earnings with the majority of the costs affecting the general and administrative expenses, cost of sales, selling, and research and development costs for $0.9 million, $0.7 million, $0.1 million, and $0.1 million, respectively.  The liability is included in other current liabilities.  As of March 31, 2010, the Corporation has not finalized its plans associated with the restructuring and expects to complete the majority of these activities by December 31, 2010.
 
A summary by segment of the components of facilities relocation and corporate restructuring charges for acquisitions and ongoing operations and an analysis of related activity in the accrual as of March 31, 2010 is as follows:

 	 	Severance and Benefits	 	 	Facility Closing Costs	 	 	Relocation Costs	 	 	Total	 	
Flow Control	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2009	 	$	 57	 	 	$	 –	 	 	$	 –	 	 	$	 57	 	
Provisions	 	 	 623	 	 	 	 509	 	 	 	 257	 	 	 	 1,389	 	
Payments	 	 	 (554	)	 	 	 (152	)	 	 	 (257	)	 	 	 (963	)	
Adjustments	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 –	 	
Net currency translation adjustment	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	
March 31, 2010	 	$	126	 	 	$	357	 	 	$	–	 	 	$	483	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total expected and incurred to date	 	$	2,861	 	 	$	1,011	 	 	$	1,250	 	 	$	5,122	 	

Motion Control	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2009	 	$	 1,545	 	 	$	 1,080	 	 	$	 125	 	 	$	 2,750	 	
Provisions	 	 	 201	 	 	 	 100	 	 	 	 150	 	 	 	 451	 	
Payments	 	 	 (585	)	 	 	 (212	)	 	 	 (165	)	 	 	 (962	)	
Adjustments	 	 	 (358	)	 	 	 (497	)	 	 	 –	 	 	 	 (855	)	
Net currency translation adjustment	 	 	(23	)	 	 	20	 	 	 	–	 	 	 	(3	)	
March 31, 2010	 	$	780	 	 	$	491	 	 	$	110	 	 	$	1,381	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total expected and incurred to date	 	$	8,293	 	 	$	2,348	 	 	$	978	 	 	$	11,619	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Metal Treatment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2009	 	$	 –	 	 	$	 –	 	 	$	 –	 	 	$	 –	 	
Provisions	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 –	 	
Payments	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 –	 	
Adjustments	 	 	 –	 	 	 	 –	 	 	 	 –	 	 	 	 –	 	
Net currency translation adjustment	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	
March 31, 2010	 	$	–	 	 	$	–	 	 	$	–	 	 	$	–	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total expected and incurred to date	 	$	296	 	 	$	581	 	 	$	199	 	 	$	1,076	 	
 
Page 12 of 25

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

 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Curtiss-Wright	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2009	 	$	 1,602	 	 	$	 1,080	 	 	$	 125	 	 	$	 2,807	 	
Provisions	 	 	 824	 	 	 	 609	 	 	 	 407	 	 	 	 1,840	 	
Payments	 	 	 (1,139	)	 	 	 (364	)	 	 	 (422	)	 	 	 (1,925	)	
Adjustments	 	 	 (358	)	 	 	 (497	)	 	 	 –	 	 	 	 (855	)	
Net currency translation adjustment	 	 	(23	)	 	 	20	 	 	 	–	 	 	 	(3	)	
March 31, 2010	 	$	906	 	 	$	848	 	 	$	110	 	 	$	1,864	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total expected and incurred to date	 	$	11,450	 	 	$	3,940	 	 	$	2,427	 	 	$	17,817	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total expected and incurred to date through goodwill	 	$	5,168	 	 	$	1,927	 	 	$	628	 	 	$	7,723	 	

9.           PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following tables are consolidated disclosures of all domestic and foreign defined pension plans as described in the Corporation’s 2009 Annual Report on Form 10-K, as amended.  The postretirement benefits information includes the domestic Curtiss-Wright Corporation and EMD postretirement benefit plans, as there are no foreign postretirement benefit plans.
 
Pension Plans
The components of net periodic pension cost for the three months ended March 31, 2010 and 2009 were:

 	(In thousands)
Three Months Ended March 31,	 	 	
 	 	2010	 	2009	
Service cost	 	$	 7,054	 	$	 5,746	 		
Interest cost	 	 	 6,296	 	 	 5,518	 		
Expected return on plan assets	 	 	 (6,970	)	 	 (7,258	)		
Amortization of:	 	 	 	 	 	 	 	 	
 Prior service cost	 	 	 278	 	 	 158	 		
 Unrecognized actuarial loss	 	 	766	 	 	128	 		
Net periodic benefit cost	 	$	7,424	 	$	4,292	 		
Curtailment (gain)/loss	 	 	(31	)	 	83	 		
Total periodic benefit cost	 	$	7,393	 	$	4,375	 		
 	 	 	 	 	 	 	 	 	
During the three months ended March 31, 2010, the Corporation made no contributions to the Curtiss-Wright Pension Plan, and expects to make no contributions in 2010.  However, we do expect to make contributions in the range of $25 to $30 million in 2011.  In addition, contributions of $1.0 million were made to the Corporation’s foreign benefit plans during the first quarter of 2010.  Contributions to the foreign benefit plans are expected to be $4.8 million in 2010.

 
 
Page 13 of 25

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

 
Other Postretirement Benefit Plans
The components of the net postretirement benefit cost for the Curtiss-Wright and EMD postretirement benefit plans for the three months ended March 31, 2010 and 2009 were:
 
 	 	(In thousands)	 	
 	 	Three Months Ended March 31,	 	
 	 	2010	 	 	2009	 	
Service cost	 	$	 189	 	 	$	 155	 	
Interest cost	 	 	 434	 	 	 	 418	 	
Amortization of unrecognized actuarial gain	 	 	(156	)	 	 	(191	)	
Net periodic postretirement benefit cost	 	$	467	 	 	$	382	 	

During the three months ended March 31, 2010, the Corporation has paid $0.3 million to the postretirement plans.  During 2010, the Corporation anticipates contributing $1.7 million to the postretirement plans.

10.           EARNINGS PER SHARE

Diluted earnings per share were computed based on the weighted average number of shares outstanding plus all potentially dilutive common shares.  A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:
 
 	 	(In thousands)	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2010	 	 	2009	 	
Basic weighted average shares outstanding	 	 	 45,642	 	 	 	 44,994	 	
Dilutive effect of share-based and deferred stock compensation	 	 	516	 	 	 	472	 	
Diluted weighted average shares outstanding	 	 	46,158	 	 	 	45,466	 	

As of March 31, 2010 and 2009, there were 1,395,000 and 1,439,000 stock options outstanding, respectively, that could potentially dilute earnings per share in the future, which were excluded from the computation of diluted earnings per share as they would be considered anti-dilutive.

 

 
Page 14 of 25

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

11.           SEGMENT INFORMATION

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

 
 	(In thousands)
Three Months Ended March 31, 2010	 	
 	 	Flow Control 	 	 	Motion Control 	 	 	Metal Treatment 	 	 	Segment Totals	 	 	Corporate & Other ( 1)	 	 	Consolidated Totals 	 		
Revenue from external customers	 	$	 240,731	 	 	$	 147,373	 	 	$	 53,671	 	 	$	 441,775	 	 	$	–	 	 	$	 441,775	 		
Intersegment revenues	 	 	 1	 	 	 	 872	 	 	 	 279	 	 	 	 1,152	 	 	 	 (1,152	)	 	 	–	 		
Operating income (expense)	 	 	 16,669	 	 	 	 13,953	 	 	 	 6,040	 	 	 	 36,662	 	 	 	 (5,578	)	 	 	 31,084	 		

 	 	(In thousands)
Three Months Ended March 31, 2009	 	
 	 	Flow Control	 	 	Motion Control	 	 	Metal Treatment	 	 	Segment Totals	 	 	Corporate & Other (1)	 	 	Consolidated Totals	 	
Revenue from external customers	 	$	 230,372	 	 	$	 140,709	 	 	$	 52,711	 	 	$	 423,792	 	 	$	–	 	 	$	 423,792	 	
Intersegment revenues	 	 	 22	 	 	 	 1,582	 	 	 	 373	 	 	 	 1,977	 	 	 	 (1,977	)	 	 	–	 	
Operating income (expense)	 	 	 13,331	 	 	 	 14,266	 	 	 	 6,614	 	 	 	 34,211	 	 	 	 (3,068	)	 	 	 31,143	 	

 	(In thousands)
Identifiable Assets	 	 	
 	 	Flow Control	 	 	Motion Control	 	 	Metal Treatment	 	 	Segment Totals	 	 	Corporate & Other	 	 	Consolidated Totals	 	
March 31, 2010	 	$	 1,111,870	 	 	$	 811,390	 	 	$	 230,300	 	 	$	 2,153,560	 	 	$	 33,287	 	 	$	 2,186,847	 		
December 31, 2009	 	 	1,099,960	 	 	 	771,355	 	 	 	232,658	 	 	 	2,103,973	 	 	 	 38,068	 	 	 	2,142,041	 		
 
(1)   Operating expense for Corporate and Other includes pension expense, environmental remediation and administrative expenses, legal, and other expenses.

Adjustments to reconcile to earnings before income taxes:
 	 	(In thousands)	
 	 	Three months Ended	
 	 	March 31,	
 	 	 2010	 	2009	 	 	
Total segment operating income	 	$	 36,662	 	 	$	 34,211	 		
Corporate and administrative	 	 	 (5,578	)	 	 	 (3,068	)		
Other income, net	 	 	 152	 	 	 	 301	 		
Interest expense	 	 	(5,667	)	 	 	(6,940	)		
Earnings before income taxes	 	$	25,569	 	 	$	24,504	 		

 
 
Page 15 of 25

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

12.           COMPREHENSIVE INCOME

Total comprehensive income for the three months ended March 31, 2010 and 2009 are as follows:
 	(In thousands)	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2010	 	 	2009	 	
Net earnings	 	$	 16,335	 	 	$	 15,805	 	
Adjustment from foreign currency translations, net	 	 	 15,719	 	 	 	(12,976	)	
Defined benefit pension and post-retirement plans, net	 	 	714	 	 	 	177	 	
Total comprehensive income	 	$	32,768	 	 	$	3,006	 	

The equity adjustment from foreign currency translation represents the effect of translating the assets and liabilities of the Corporation’s non-U.S. entities.  This amount is impacted year-over-year by foreign currency fluctuations and by the acquisitions of foreign entities.
 
As of January 1, 2010, the Corporation’s Canadian entity changed its functional currency from the U.S. dollar to the Canadian dollar.  The nature of this operations cash flow changed from predominately U.S. dollar to the Canadian dollar, therefore requiring the change in functional currency.  In accordance with the guidance on foreign currency translation, an adjustment of $18.6 million, attributable to current-rate translation of non-monetary assets, was recorded to the currency translation account.
 
13.           CONTINGENCIES AND COMMITMENTS

The Corporation’s environmental obligations have not changed significantly from December 31, 2009.  The aggregate environmental liability was $20.4 million at March 31, 2010 and $20.9 million at December 31, 2009.  All environmental reserves exclude any potential recovery from insurance carriers or third-party legal actions.
 
The Corporation, through its Flow Control segment, has several NRC licenses necessary for the continued operation of its commercial nuclear operations. In connection with these licenses, the NRC required financial assurance from the Corporation in the form of a parent company guarantee, representing estimated environmental decommissioning and remediation costs associated with the commercial operations covered by the licenses. The guarantee for the decommissioning costs of the refurbishment facility, which is estimated for 2017, is $4.4 million.
 
The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment on certain Industrial Revenue Bonds, future performance on certain contracts to provide products and services, and to secure advance payments the Corporation has received from certain international customers.  At March 31, 2010 and December 31, 2009, the Corporation had contingent liabilities on outstanding letters of credit of $41.2 million and $47.3 million, respectively.
 
In January 2007, a former executive was awarded approximately $9.0 million in punitive and compensatory damages plus legal costs related to a gender bias lawsuit filed in 2003.  The Corporation has recorded a $6.5 million reserve related to the lawsuit and intends to appeal the verdict.  In August of 2009, the New Jersey Appellate Division reversed in part and affirmed in part the judgment of the trial court, resulting in the setting aside of the punitive damage award and the front pay award of the Plaintiff’s compensatory damages award.  The Plaintiff has filed a Petition for Certification with the Supreme Court of New Jersey requesting review of the Appellate Division’s decision.  In November of 2009, the Supreme Court of New Jersey granted Plaintiff’s Petition for Certification.  In March 2010, both parties presented arguments before the Supreme Court of New Jersey.  We are awaiting a decision and formal opinion from the Supreme Court of New Jersey.
 
The Corporation is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Corporation’s results of operations or financial position.

 
 
Page 16 of 25

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

 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, sales, volume, 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 "anticipates," "believes," “continue,” "could," “estimate,” "expects," “intend,” "may," “might,” “outlook,” “potential,” “predict,” "should,"  "will," 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. While we believe these forward-looking statements are reasonable, they are only predictions and are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond our control, which could cause actual results, performance or achievement to differ materially from anticipated future results, performance or achievement 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, performance or achievement to differ materially from those in these forward-looking statements include, among other items:

·  	our 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 our 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 we conduct our 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;	
·  	other factors that generally affect the business of companies operating in our markets and/or industries; and	
·  	the other factors discussed under the caption “Risk Factors” in our 2009 Annual Report on Form 10-K, as amended.	

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date they were made and we assume no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements.

Page 17 of 25

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

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 2009 Annual Report on Form 10-K, as amended.
 
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 data. 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.”  The definition of  “organic” excludes the effects of foreign currency translation.
 
Therefore, for the three months ended March 31, 2010, our organic growth calculations do not include the operating results for our December 18, 2009 acquisition of Skyquest Systems Ltd. and exclude approximately one month of operating results for Nu-Torque and two months of operating results for EST Group, Inc.  These businesses were acquired on January 16, 2009 and March 5, 2009, respectively. We sold our Eaton product line located in Brecksville, Ohio on May 6, 2009.  The results of operations for this business have been removed from the comparable prior year period 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 March 31, 2010

For the first quarter of 2010, sales for the Corporation were $442 million. This was an increase of $18 million, or 4%, from $424 million during the first quarter of 2009.  Organic sales increased $9 million, or 2%, over the same period from the prior year.  This was driven by increases in sales of $6 million in our Flow Control segment and $4 million in our Motion Control segment. Our Metal Treatment segment’s organic sales declined $1 million. Incremental sales were $4 million, or 1%, while the remaining sales increase of $6 million, or 1%, was due to the favorable effects of foreign currency translation.

 
 
Page 18 of 25

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

For the first quarter of 2010, we experienced modest organic growth across most of our markets. Our defense, power generation, commercial aerospace and general industrial markets all grew organically over the prior year period.  The increase in our defense markets was driven by strong increases in the aerospace and naval markets within our Motion Control and Flow Control segments, respectively.  Most notably, the growth in our naval and aerospace defense markets was driven by increased sales on Virginia class submarines and Global Hawk Unmanned Aerial Vehicle programs, respectively.  These increases were largely offset by decreases in the ground defense market, within our Motion Control segment, primarily due to the cancellation of the Army’s Future Combat Systems (“FCS”) program as well as lower sales on the Stryker and Bradley platforms. Our power generation markets, primarily in our Flow Control segment, saw higher sales as a result of increased demand for upgrades and plant maintenance on domestic nuclear reactors.  The growth within the commercial aerospace market resulted from increased demand for Boeing 737 and 787 flight controls in our Motion Control segment, which was partially offset by declining sales for shot peening services in our Metal Treatment segment.  The Metal Treatment segment drove the organic sales growth within our general industrial market, specifically automotive, due to higher demand for coating services.  While we saw growth in most markets, we continue to be challenged in the oil and gas market due to delays in timing of new order placement for our coker and traditional valve products.
 
New orders increased by $44 million ($502 million versus $457 million), or 10%, during the first quarter of 2010, as compared to the same period in 2009.  This increase was primarily driven by new orders in our Flow Control segment for the Virginia class submarine and for international coker products.  Acquisitions, net of divestitures, contributed $6 million to new orders from the comparable quarter in 2009.
 
For the first quarter of 2010, operating income for the Corporation was $31 million or flat as compared to the first quarter of 2009.  Organic operating income increased by approximately $4 million, or 14%, while our 2009 acquisitions, net of divestitures, had less than $1 million in incremental losses from the prior year period.  Our segment organic operating margin was 9.5% for the first quarter of 2010, as compared to 8.1% in the prior year period, a 140 basis point improvement.  Our Flow Control and Motion Control segments’ organic operating income increased 33% and 21%, respectively, mainly due to higher volumes and improved absorption in our commercial aerospace market, a shift towards high margin products, and lower expenses as a result of our cost reduction programs including lower headcount and compensation expense. These increases were partially offset by higher costs on the AP1000 program in order to remediate an issue identified during testing as well as a decrease of 15% in the Metal Treatment segment's organic operating income, which was mainly due to a shift toward lower margin services. Non-segment operating expense increased by $3 million, mainly due to increased pension and higher medical expenses.  Foreign currency translation had an unfavorable impact of approximately $4 million on our first quarter results in 2010 versus 2009.
 
Net earnings for the first quarter of 2010 were $16 million, or $0.35 per diluted share.  This was an increase of 3% or less than $1 million from the first quarter of 2009.   The operating income of $31 million, noted above, was supplemented by a $1 million decrease in interest expense. Interest expense decreased due to both lower average interest rates and lower average outstanding debt.  Our effective tax rate for the first quarter of 2010 was 36.1% as compared to 35.5% in the first quarter of 2009.  The higher effective tax rate was due to the recently passed healthcare law, which eliminated a tax benefit associated with the cost of prescription drugs for retirees.

 
Page 19 of 25

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

Segment Operating Performance:
 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	 	 	 	 	 	 	%	 	
 	 	2010	 	 	2009	 	 	Change	 	
Sales:	 	 	 	 	 	 	 	 	 	
Flow Control	 	$	 240,731	 	 	$	 230,372	 	 	 	4.5	%	
Motion Control	 	 	 147,373	 	 	 	 140,709	 	 	 	4.7	%	
Metal Treatment	 	 	53,671	 	 	 	52,711	 	 	 	1.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Sales	 	$	441,775	 	 	$	423,792	 	 	 	4.2	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Income:	 	 	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	$	 16,669	 	 	$	 13,331	 	 	 	25.0	%	
Motion Control	 	 	 13,953	 	 	 	 14,266	 	 	 	(2.2	%)	
Metal Treatment	 	 	6,040	 	 	 	6,614	 	 	 	(8.7	%)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Segments	 	 	 36,662	 	 	 	 34,211	 	 	 	7.2	%	
Corporate & Other	 	 	(5,578	)	 	 	(3,068	)	 	 	81.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Operating Income	 	$	31,084	 	 	$	31,143	 	 	 	(0.2	%)	

Operating Margins:	 	 	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	 	 6.9	%	 	 	 5.8	%	 	 	 	 	
Motion Control	 	 	 9.5	%	 	 	 10.1	%	 	 	 	 	
Metal Treatment	 	 	 11.3	%	 	 	 12.5	%	 	 	 	 	
Total Curtiss-Wright	 	 	 7.0	%	 	 	 7.3	%	 	 	 	 	

Flow Control

For the first quarter of 2010, sales for our Flow Control segment were $241 million.  This was an increase of approximately $10 million, or 4%, from $230 million during the first quarter of 2009.  Organic sales increased $6 million, or 3%, over the same period from the prior year; however, increases in the naval defense market of $6 million and the power generation market of $3 million were partially offset by decreases in the oil and gas and general industrial markets of $2 million and $1 million, respectively. In addition, our 2009 acquisitions of EST and Nu-Torque, net of divestitures, contributed $2 million in incremental sales.  The remaining sales increase of $2 million was due to the favorable effect of foreign currency translation.
 
The increase in organic sales in our defense markets was driven by strong increases in production on the Virginia class submarines due to the advanced procurement for the ramp up in production from one to two submarines per year.  In addition, we had increased sales on helicopter handling systems for naval applications.  These increases were partially offset by reductions in production and spares for the Ford class aircraft carrier program as production work nears completion on the CVN-78.  The organic growth in our commercial power market was due to increased demand for upgrades and plant maintenance on domestic nuclear reactors, while increases in domestic sales of our next-generation reactor coolant pumps for the AP1000 nuclear reactors were largely offset by lower sales in China.  Partially offsetting these increases was a decline in oil and gas market sales.  We continue to experience delays in timing of new order placement for our coker and traditional valve products in our domestic markets; however, these declines were offset by an increase for our coker valve products on the international market. Organic sales to our general industrial market declined due to lower demand for our industrial control products resulting from depressed economic conditions.
 
New orders increased by $27 million ($296 million versus $268 million), or 10%, during the first quarter of 2010, as compared to the same period in 2009.  The growth in new orders was driven primarily by increases for both the international coker products and the Virginia class submarine. This increase was partially offset by a large order of helicopter handling systems for naval applications that occurred in the first quarter of 2009 and did not recur in the current period.  Acquisitions, net of divestitures, contributed $2 million to incremental new orders from the comparable quarter in 2009.
 
For the first quarter of 2010, operating income for our Flow Control segment was $17 million.  This was an increase of approximately $3 million, or 25%, from $13 million during the first quarter of 2009.  Organic operating income increased by approximately $5 million from the prior year period, while incremental operating income was relatively flat.  Our organic operating income margin increased 180 basis points from the prior year period due to savings generated by our cost reduction programs, including lower headcount and compensation expense. These improvements were partially offset by higher costs on the AP1000 program in order to remediate an issue identified during testing.  In addition, the first quarter of 2009 included a one-time gain recognized on the acquisition of Nu-Torque. Foreign currency translation had an unfavorable impact of $1 million on our results in 2010 versus 2009.
 
Motion Control

For the first quarter of 2010, sales for our Motion Control segment were $147 million.  This was an increase of $7 million, or 5%, from $141 million during the first quarter of 2009.  Organic sales increased $4 million, or 3%, over the same period from the prior year; however, a strong increase in our commercial aerospace market of $5 million was partially offset by a decrease in our defense markets of $1 million. In addition, our 2009 acquisition of Skyquest Systems Ltd. had incremental sales of $1 million.  The remaining sales increase of $2 million was due to the favorable effect of foreign currency translation.
 
Organic sales growth was realized in our commercial aerospace market due to higher sales of flight controls on the 787 and 737 series aircraft as well as increased demand for our sensors and controls products.  The 787 series program continues to ramp-up, while the 737 series flight controls increased due to the lingering effects of the fourth quarter 2008 Boeing strike in the first quarter of 2009.   Partially offsetting the positive impact of our commercial aerospace market was a decline in organic sales of $1 million in our defense markets; however, strong increases in the aerospace defense market of $7 million were more than offset by decreases in the ground defense market of $9 million. The increase in the aerospace defense market was driven primarily by higher sales for our embedded computing products on the Global Hawk Program as well as various integrated sensing products on international aircraft and helicopter programs.  The decrease in the ground defense market was driven primarily by the cancellation of the Army’s Future Combat Systems (“FCS”) as well as lower sales of embedded computing products on the Stryker and Bradley platforms.
 
New orders increased by $16 million ($152 million versus $136 million), or 12%, during the first quarter of 2010, as compared to the same period in 2009. The growth in new orders was mainly due to increases for commercial and defense aerospace flight controls, partially offset by lower orders for embedded computing products on tanks and light armored vehicles.  Acquisitions contributed $3 million to incremental new orders from the comparable quarter in 2009.
 
For the first quarter of 2010, operating income for our Motion Control segment was $14 million.  This was a decrease of less than $1 million, or 2%, from $14 million during the first quarter of 2009.  Organic operating income increased by approximately $3 million during the quarter, while incremental operating income was relatively flat. Organic operating income margin increased 180 basis points.  The increase was mainly due to higher volumes and improved absorption in our commercial aerospace market and lower expenses resulting from cost reduction programs.  In addition, we also experienced a shift toward higher margin embedded computing products.  Foreign currency translation had an unfavorable impact of $3 million on our first quarter results in 2010 versus 2009.

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

Metal Treatment

For the first quarter of 2010, sales for our Metal Treatment segment were $54 million.  This was an increase of $1 million, or 2%, from $53 million during the first quarter of 2009.  Organic sales decreased $1 million, or 1%, over the same period from the prior year. Organic sales decreases in the commercial aerospace market of $2 million and the oil and gas market of $1 million were mainly offset by an increase in the general industrial market of $2 million. The decline in sales in the commercial aerospace market and oil and gas market was mainly due to reductions in demand for shot peening services.  Increased growth in the general industrial market, mostly automotive, was driven by higher demand for coating services. The remaining sales increase of $2 million was due to the favorable effect of foreign currency translation.
 
For the first quarter of 2010, operating income for our Metal Treatment segment was $6 million.  This was a decrease of $1 million, or 9%, from $7 million during the first quarter of 2009.  Organic operating income decreased by approximately $1 million during the quarter, while foreign currency translation was flat.  There was no incremental operating income from acquisitions during the period.  The decline in organic operating income is primarily due to lower gross margins resulting from unfavorable mix, as our general industrial market tends to generate lower gross margins than our more highly engineered content for the commercial aerospace and oil and gas markets. In addition, we had higher start-up costs for expansion into international markets.
 
Corporate and Other

Non-segment operating expense increased $3 million for the first quarter of 2010, versus the comparable prior year period.  The increase for the first quarter was primarily due to increased pension costs and higher medical expenses, which were partially offset by lower foreign exchange transaction losses and lower compensation expenses.
 
Interest Expense

Interest expense decreased by $1 million for the first quarter of 2010, versus the comparable prior year period.  The decrease was due to both lower average interest rates and lower average outstanding debt.  Our average outstanding debt decreased 13% while our average rate of borrowing decreased 30 basis points, as compared to the prior year period.
 
LIQUIDITY AND CAPITAL RESOURCES

Sources and Use of Cash

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

 	 	March 31, 2010	 	 	December 31, 2009	 	
Working Capital	 	$	394,283	 	 	$	313,182	 	
Ratio of Current Assets to Current Liabilities	 	1.8 to 1  	 	1.6 to 1	
Cash and Cash Equivalents	 	$	79,703	 	 	$	65,010	 	
Days Sales Outstanding	 	44 days 	 	44 days	
Inventory Turns	 	 	4.2	 	 	 	4.3	 	

Excluding cash, working capital increased $66 million from December 31, 2009.  Working capital changes were affected by an increase in accounts receivable of $17 million due to the timing of unbilled receivables and the receipt of advance payments, as well as an increase in inventory of $13 million due to a build up for future sales, stocking of new programs, and purchase of long-lead time materials.  In addition, we experienced a decrease in accounts payable of $16 million due primarily to lower days payable outstanding and a decrease in accrued expenses of $14 million due to the payment of annual compensation plans.  We do not expect to make contributions in 2010 to the Curtiss-Wright Pension Plan, however, we do expect to make contributions in the range of $25 to $30 million in 2011.
 
During the first three months of 2010 we incurred additional liabilities of $2 million related to business consolidation costs based on a review of various cost saving initiatives undertaken in connection with the development of the Corporation’s budget and operating plan for the current year.  These costs were in addition to the $7 million established in 2008 and $6 million in 2009.  We expect to incur a total of $18 million related to these activities, inclusive of the above amounts.  A portion of these liabilities have been paid and remaining payments are expected to occur in 2010 and will be funded through normal operations.  We estimate annualized cash savings from these initiatives to be approximately $10 – 15 million after the completion of the restructuring activities.  Please refer to Note 8 to the Condensed Consolidated Financial Statements for more information regarding our restructuring.
 
Investing Activities
 
Capital expenditures were $11 million in the first three months of 2010. Principal capital expenditures included new and replacement machinery and equipment and the expansion of new product lines within the business segments.   We expect to make additional capital expenditures of approximately $84 million during the remainder of 2010.
 
Financing Activities
 
During the first three months of 2010, we used $150 million in available credit under the 2007 Senior Unsecured Revolving Credit Agreement to fund operating and investing activities. The unused credit available under this Revolving Credit Agreement at March 31, 2010 was $224 million. The Revolving Credit Agreement expires in August 2012.  The loans outstanding under the 2003 and 2005 Senior Notes, Revolving Credit Agreement, and Industrial Revenue Bonds had fixed and variable interest rates averaging 4.1% during the first quarter of 2010 and 4.4% for the comparable prior year period.
 
The Corporation reclassified $75 million from long-term to short-term debt in September of 2009, due to private placement debt maturing in September of 2010.  The Corporation believes it has sufficient cash, cash flows, and available borrowings under its revolving lines of credit to satisfy this obligation; however, it is reviewing other financing alternatives, including a new senior note issuance.
 
While all companies are subject to economic risk, we believe that our cash and cash equivalents, cash flow from operations, and available borrowings are sufficient to meet both the short-term and long-term capital needs of the organization.
 
CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2009 Annual Report on Form 10-K, as amended, filed with the U.S. Securities and Exchange Commission on February 24, 2010, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Recently issued accounting standards:

New accounting pronouncements have been issued by the FASB which are not yet effective until after March 31, 2010.  For further discussion of new accounting standards, see Note 1 to the Condensed Consolidated Financial Statements.

 
 
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

 Item 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material changes in our market risk during the three months ended March 31, 2010.  Information regarding market risk and market risk management policies is more fully described in item “7A.  Quantitative and Qualitative Disclosures about Market Risk” of our 2009 Annual Report on Form 10-K, as amended.

 Item 4.                      CONTROLS AND PROCEDURES

As of March 31, 2010, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of March 31, 2010 insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and they include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART II - OTHER INFORMATION
 Item 1.                      LEGAL PROCEEDINGS

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

We or our subsidiaries have been named in a number of lawsuits that allege injury from exposure to asbestos.  To date, neither us nor our subsidiaries have been found liable or paid any material sum of money in settlement in any case.  We believe that the minimal use of asbestos in our past and current operations and the relatively non-friable condition of asbestos in our products makes it unlikely that we will face material liability in any asbestos litigation, whether individually or in the aggregate.  We do maintain insurance coverage for these potential liabilities and we believe adequate coverage exists to cover any unanticipated asbestos liability.

Item 1A.  RISK FACTORS

There has been no material changes in our Risk Factors during the three months ended March 31, 2010.  Information regarding our Risk Factors is more fully described in Item “1A. Risk Factors” of our 2009 Annual Report on Form 10-K, as amended.

Item 5.  OTHER INFORMATION

There have been no material changes in our procedures by which our security holders may recommend nominees to our board of directors during the three months ended March 31, 2010.  Information regarding security holder recommendations and nominations for directors is more fully described in the section  entitled “Stockholder Recommendations and Nominations for Director” of our 2010 Proxy Statement on Schedule 14A, which is incorporated by reference to our 2009 Annual Report on Form 10-K, as amended.

 
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

 Item 6. EXHIBITS

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

 	Exhibit 3.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Form 8-K filed November 17, 2008)	

 	Exhibit 31.1	Certification of Martin R. Benante, Chairman and CEO, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith)	

 	Exhibit 31.2	Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith)	

 	Exhibit 32	Certification of Martin R. Benante, Chairman and CEO, and Glenn E. Tynan, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350 (filed herewith)	

 
 
Page 24 of 25

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

 SIGNATURE

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

CURTISS-WRIGHT CORPORATION
                   (Registrant)

By :_/s/ Glenn E. Tynan___________
         Glenn E. Tynan
         Vice President Finance / C.F.O.
         Dated:  May 6, 2010

 
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

Exhibit 31.1

CERTIFICATIONS

I, Martin R. Benante, certify that:

1.  	I have reviewed this quarterly report on Form 10-Q of Curtiss-Wright Corporation;	

2.  	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;	

3.  	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;	

4.  	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:	

a)  	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;	

b)  	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

c)  	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

d)  	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.  	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

a)  	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

b)  	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

Date: May 6, 2010
/s/ Martin R. Benante
-----------------------
Chairman and Chief Executive Officer

 

 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

Exhibit 31.2

CERTIFICATIONS

I, Glenn E. Tynan, certify that:

1.  	I have reviewed this quarterly report on Form 10-Q of Curtiss-Wright Corporation;	

2.  	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;	

3.  	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;	

4.  	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:	

a)  	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;	

b)  	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

c)  	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

d)  	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.  	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

a)  	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

b)  	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

Date: May 6, 2010
/s/ Glenn E. Tynan
-----------------------
Chief Financial Officer

 

 

 

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Curtiss-Wright Corporation (the "Company") on Form 10-Q for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martin R. Benante, as Chairman and Chief Executive Officer of the Company, and Glenn E. Tynan, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. section 1350, that to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Martin R. Benante

Martin R. Benante
Chairman and
Chief Executive Officer
May 6, 2010

/s/ Glenn E. Tynan

Glenn E. Tynan
Chief Financial Officer
May 6, 2010