8-K

UNITED STATES

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

December 9, 2010

Date of Report (Date of earliest event reported)

ESTERLINE TECHNOLOGIES

CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-06357	13-2595091
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500-108th Avenue NE, Bellevue, Washington	98004
(Address of principal executive offices)	(Zip Code)

(425) 453-9400

(Registrant’s telephone number, including area code)

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:

¨ Written communication 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))

Item 2.02 Results of Operations and Financial Condition.

On December 9, 2009, Esterline Technologies Corporation (“Esterline”) issued a press release announcing financial results for the three months and fiscal year ended October 29, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release announcing financial results issued by Esterline Technologies Corporation dated December 9, 2010.

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SIGNATURES

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 hereunto duly authorized.

	ESTERLINE TECHNOLOGIES CORPORATION
Dated: December 9, 2010	By:	/S/ ROBERT D. GEORGE
	Name:	Robert D. George
	Title:	Vice President, Chief Financial Officer,
		Secretary and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release announcing financial results issued by Esterline Technologies Corporation dated December 9, 2010.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact:	Brian D. Keogh
	(425) 453-9400

ESTERLINE REPORTS RECORD PERFORMANCE FOR FISCAL 2010;

EARNINGS UP 23.2% ON 8.5% SALES IMPROVEMENT

Income from continuing operations $130 million, or $4.27 per share, on $1.53 billion sales

BELLEVUE, Wash., December 09, 2010 – Esterline Corporation (NYSE: ESL www.esterline.com), a leading specialty manufacturer serving aerospace/defense markets, today reported fiscal 2010 fourth quarter and full-year results for the period ended October 29, 2010. Income from continuing operations for the quarter was a record $49.3 million, or $1.60 per diluted share, on sales of $430.5 million. For the same period last year, income from continuing operations was $37.4 million, or $1.24 per diluted share, on sales of $390.1 million. (Continuing operations exclude results from Esterline’s Pressure Systems subsidiary, divested on September 8, 2010, and its Muirhead Aerospace subsidiary, divested on November 3, 2008.)

For the full year ended October 29, 2010, Esterline reported income from continuing operations of $130.0 million, or $4.27 per diluted share, on sales of $1.53 billion — an 8.5% improvement over last year, nearly all organic. FY2009 income from continuing operations was $105.6 million, or $3.52 per diluted share, on $1.41 billion in sales.

Brad Lawrence, Esterline CEO, said the record performance reflects several areas of strength over last year, principally new and retrofit military cockpit programs, control panels for medical capital equipment, and operating efficiency with countermeasure flares. Lawrence said, “Our Avionics & Controls business segment provided a significant boost for Esterline in FY2010. In this segment, demand for the new T-6B military trainer aircraft, as

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Page 2 of 6 Esterline Reports Fiscal 2010 Results

well as success in the international market for C-130 cockpit upgrades provided significant incremental new business for Esterline in 2010.”

On the commercial aerospace side, in addition to seeing accelerating activity in preparation for increased narrow body aircraft production at Airbus and Boeing, Lawrence said, “our aftermarket spare parts business is beginning to show definite signs of improvement across all of our segments.”

In the company’s non-aerospace Interface Technologies operation, Lawrence said business is benefiting from increased demand for medical imaging equipment to replace older systems. New products, such as Esterline’s programmable button panel, are also key growth ingredients for this business. “With our new OLED (organic light emitting diode) switches, customers now can create dynamic content and animation on each intelligent button — a truly revolutionary step forward in casino gaming technology,” he said.

Lawrence said Esterline’s focus on operational excellence, consistent investment in R&D and good-fit acquisitions “…is clearly shaping our performance.”

Gross margins in FY2010 were 33.8% compared with 32.2% last year, and selling, general and administrative expenses were essentially flat in FY2010 — 16.9% of sales compared with 16.7% in FY2009.

Fourth quarter 2010 research, development and engineering (R&D) expense totaled $17.7 million, or 4.1% of sales, compared with $15.3 million, or 3.9% of sales, in the same quarter a year ago. Full-year 2010 R&D totaled $69.8 million, compared with $64.5 million — 4.6% in both years. Lawrence said the rate reflects “…a return to more normalized R&D investment following several years of successful efforts to secure positions on a number of major programs.” He added that, “…our constant technology advancements have enabled us to steadily increase our total dollar content per aircraft for the hundreds of active aircraft platforms flying today.”

In late October, Esterline entered into an agreement with L-3 Communications Avionics Systems (L-3) to acquire an exclusive license for SmartDeck^® integrated cockpit technologies. Lawrence said “…by licensing these technologies we enable our avionics operation to expand its product portfolio and enhance its cockpit capabilities for both OEM and retrofit opportunities.”

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Page 3 of 6 Esterline Reports Fiscal 2010 Results

Backlog at fiscal year-end was $1.1 billion, up slightly from last year. Orders received in FY2010 totaled $1.6 billion — up 11.2% compared with last year.

Fiscal 2010 income from discontinued operations was $0.39 per diluted share, compared with $0.48 per diluted share in fiscal 2009, reflecting the gain on sale of Pressure Systems, Inc. in September 2010 and the sale of Muirhead Aerospace in November 2008. Fiscal 2010 net income was $141.9 million or $4.66 per diluted share, compared with net income of $119.8 million or $4.00 per diluted share in fiscal 2009.

FY2011 Outlook

Throughout FY2010, Esterline generated progressively stronger quarterly results following a soft first quarter. FY2011 is expected to unfold in much the same way, but at a higher level. Lawrence said he expects a relatively slow start to the year with performance gaining momentum as the year progresses. “Esterline’s first fiscal quarter has always been the weakest of the year, due primarily to the shorter number of work days in November through January,” he said. The company’s FY2011 annual revenue should grow about 5% to 8% with fully diluted earnings per share in the range of $4.40 to $4.65. Lawrence noted that Esterline’s effective tax rate for FY2011 is anticipated to be in the low- to mid-20% range, compared with the 15.8% rate in FY2010.

Conference Call Information

Esterline will host a conference call to discuss this announcement today at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). The U.S. dial-in number is 866.783.2140; outside the U.S., use 857.350.1599. The pass code for the call is: 66875837.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will,” or the negative of such terms, or other comparable terminology. These forward-looking statements are only predictions based on the current intent and expectations of the management of Esterline, are not guarantees of future performance or actions, and involve risks and uncertainties that are difficult to predict and may cause Esterline’s or its industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Esterline’s actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements due to risks detailed in Esterline’s public filings with the Securities and Exchange Commission including its most recent Annual Report on Form 10-K.

Page 4 of 6 Esterline Reports Fiscal 2010 Results

ESTERLINE TECHNOLOGIES CORPORATION

Consolidated Statement of Operations (unaudited)

In thousands, except per share amounts

	Three Months Ended						Fiscal Year Ended
	Oct 29, 2010			Oct 30, 2009			Oct 29, 2010			Oct 30, 2009
Segment Sales
Avionics & Controls	$	226,740		$	204,222		$	790,016		$	672,828
Sensors & Systems		78,539			79,377			298,559			321,753
Advanced Materials		125,171			106,549			438,026			412,878
Net Sales		430,450			390,148			1,526,601			1,407,459
Cost of Sales		272,501			262,423			1,010,390			954,161
		157,949			127,725			516,211			453,298
Expenses
Selling, general and administrative		69,708			64,638			258,290			235,483
Research, development and engineering		17,741			15,255			69,753			64,456
Other (income) expense		(3	)		24			(8	)		7,970
Total Expenses		87,446			79,917			328,035			307,909
Operating Earnings From Continuing Operations		70,503			47,808			188,176			145,389
Interest income		(309	)		(685	)		(960	)		(1,634	)
Interest expense		9,790			7,319			33,181			28,689
Loss on extinguishment of debt		1,206			—			1,206			—
Income From Continuing Operations
Before Income Taxes		59,816			41,174			154,749			118,334
Income Tax Expense		10,427			3,712			24,504			12,549
Income From Continuing Operations
Including Noncontrolling Interests		49,389			37,462			130,245			105,785
Income Attributable to Noncontrolling Interests		(98	)		(81	)		(206	)		(217	)
Income From Continuing Operations		49,291			37,381			130,039			105,568
Income (Loss) From Discontinued Operations,
Net of Tax		10,398			(2,880	)		11,881			14,230
Net Earnings	$	59,689		$	34,501		$	141,920		$	119,798
Earnings Per Share – Basic:
Continuing Operations	$	1.63		$	1.26		$	4.34		$	3.55
Discontinued Operations		.35			(.10	)		.39			.48
Earnings Per Share – Basic	$	1.98		$	1.16		$	4.73		$	4.03
Earnings Per Share – Diluted:
Continuing Operations	$	1.60		$	1.24		$	4.27		$	3.52
Discontinued Operations		.34			(.09	)		.39			.48
Earnings Per Share – Diluted	$	1.94		$	1.15		$	4.66		$	4.00
Weighted Average Number of Shares Outstanding – Basic		30,151			29,763			29,973			29,717
Weighted Average Number of Shares Outstanding – Diluted		30,724			30,034			30,477			29,951

Page 5 of 6 Esterline Reports Fiscal 2010 Results

ESTERLINE TECHNOLOGIES CORPORATION

Consolidated Sales and Income from Continuing Operations by Segment (unaudited)

In thousands

	Three Months Ended						Fiscal Year Ended
	Oct 29, 2010			Oct 30, 2009			Oct 29, 2010			Oct 30, 2009
Segment Sales
Avionics & Controls	$	226,740		$	204,222		$	790,016		$	672,828
Sensors & Systems		78,539			79,377			298,559			321,753
Advanced Materials		125,171			106,549			438,026			412,878
Net Sales	$	430,450		$	390,148		$	1,526,601		$	1,407,459
Income from Continuing Operations
Avionics & Controls	$	47,531		$	36,077		$	125,888		$	99,313
Sensors & Systems		11,916			6,384			33,894			31,739
Advanced Materials		23,753			13,168			68,785			53,602
		83,200			55,629			228,567			184,654
Corporate expense		(12,700	)		(7,797	)		(40,399	)		(31,295	)
Other income (expense)		3			(24	)		8			(7,970	)
Interest income		309			685			960			1,634
Interest expense		(9,790	)		(7,319	)		(33,181	)		(28,689	)
Loss on extinguishment of debt		(1,206	)		—			(1,206	)		—
Income From Continuing Operations
Before Income Taxes	$	59,816		$	41,174		$	154,749		$	118,334

Page 6 of 6 Esterline Reports Fiscal 2010 Results

ESTERLINE TECHNOLOGIES CORPORATION

Consolidated Balance Sheet (unaudited)

In thousands	Oct 29, 2010		Oct 30, 2009
Assets
Current Assets
Cash and cash equivalents	$	422,120	$	176,794
Accounts receivable, net		309,242		270,976
Inventories		262,373		275,282
Income tax refundable		17,806		7,638
Deferred income tax benefits		37,539		31,434
Prepaid expenses		16,264		17,425
Other current assets		11,241		17,048
Total Current Assets		1,076,585		796,597
Property, Plant and Equipment, Net		273,770		263,251
Other Non-Current Assets
Goodwill		739,730		736,808
Intangibles, net		389,017		422,082
Debt issuance costs, net		7,774		7,136
Deferred income tax benefits		87,622		79,114
Other assets		13,240		9,259
	$	2,587,738	$	2,314,247
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	82,275	$	82,304
Accrued liabilities		215,094		191,667
Credit facilities		1,980		5,896
Current maturities of long-term debt		12,646		5,409
Deferred income tax liabilities		7,155		7,294
Federal and foreign income taxes		5,227		1,669
Total Current Liabilities		324,377		294,239
Long-Term Liabilities
Long-term debt, net of current maturities		598,972		520,158
Deferred income taxes		127,081		130,456
Pension and post-retirement obligations		105,333		93,615
Other liabilities		16,476		20,027
Total Shareholders’ Equity		1,415,499		1,255,752
	$	2,587,738	$	2,314,247