10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 26, 2013.

Or

¨  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 1-6357

ESTERLINE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	13-2595091
(State or other Jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

500 108th Avenue N.E., Bellevue, Washington 98004

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (425) 453-9400

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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  þ

As of May 28, 2013, 31,280,484 shares of the issuer’s common stock were outstanding.

PART I – FINANCIAL INFORMATION

Item 1.             Financial Statements

ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEET

As of April 26, 2013 and October 26, 2012

(In thousands, except share amounts)

	April 26, 2013		October 26, 2012
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	169,177	$	160,675
Cash in escrow		4,017		5,016
Accounts receivable, net of allowances of $8,615 and $9,029		340,548		383,362
Inventories
Raw materials and purchased parts		158,720		146,390
Work in process		177,989		174,824
Finished goods		93,252		88,623
		429,961		409,837
Income tax refundable		7,170		4,832
Deferred income tax benefits		46,046		46,000
Prepaid expenses		23,310		21,340
Other current assets		3,614		4,631
Total Current Assets		1,023,843		1,035,693
Property, Plant and Equipment		720,784		701,541
Accumulated depreciation		369,223		345,140
		351,561		356,401
Other Non-Current Assets
Goodwill		1,107,514		1,098,962
Intangibles, net		595,207		609,045
Debt issuance costs, net of accumulated amortization of $3,507 and $4,577		7,063		8,818
Deferred income tax benefits		94,477		97,952
Other assets		7,921		20,246
	$	3,187,586	$	3,227,117

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ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEET

As of April 26, 2013 and October 26, 2012

(In thousands, except share amounts)

	April 26, 2013			October 26, 2012
LIABILITIES AND SHAREHOLDERS’ EQUITY	(Unaudited)
Current Liabilities
Accounts payable	$	111,399		$	108,689
Accrued liabilities		240,689			269,553
Current maturities of long-term debt		20,844			10,610
Deferred income tax liabilities		3,184			5,125
Federal and foreign income taxes		2,886			2,369
Total Current Liabilities		379,002			396,346
Long-Term Liabilities
Credit facilities		200,000			240,000
Long-term debt, net of current maturities		558,586			598,060
Deferred income tax liabilities		201,175			205,198
Pension and post-retirement obligations		133,073			132,074
Other liabilities		34,243			34,904
Shareholders’ Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued and outstanding 31,253,059 and 30,869,390		6,251			6,174
Additional paid-in capital		591,837			569,235
Retained earnings		1,180,989			1,120,356
Accumulated other comprehensive loss		(107,659	)		(85,284	)
Total Esterline shareholders’ equity		1,671,418			1,610,481
Noncontrolling interests		10,089			10,054
Total Shareholders’ Equity		1,681,507			1,620,535
	$	3,187,586		$	3,227,117

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ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Three and Six Month Periods Ended April 26, 2013 and April 27, 2012

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Net Sales	$	499,562		$	504,831		$	957,524		$	975,713
Cost of Sales		318,186			320,308			615,803			633,109
		181,376			184,523			341,721			342,604
Expenses
Selling, general & administrative		98,278			98,950			196,889			193,647
Research, development & engineering		25,658			29,545			48,734			55,940
Gain on settlement of contingency		0			(11,891	)		0			(11,891	)
Total Expenses		123,936			116,604			245,623			237,696
Operating Earnings		57,440			67,919			96,098			104,908
Interest Income		(148	)		(116	)		(249	)		(211	)
Interest Expense		11,482			11,484			21,926			23,012
Loss on Extinguishment of Debt		946			0			946			0
Earnings Before Income Taxes		45,160			56,551			73,475			82,107
Income Tax Expense		9,482			11,138			11,876			13,714
Earnings Including Noncontrolling Interests		35,678			45,413			61,599			68,393
Earnings Attributable to
Noncontrolling Interests		(156	)		(222	)		(966	)		(414	)
Net Earnings Attributable to Esterline	$	35,522		$	45,191		$	60,633		$	67,979
Earnings Per Share Attributable to Esterline:
Basic Earnings Per Share	$	1.14		$	1.47		$	1.96		$	2.22
Diluted Earnings Per Share		1.12			1.44			1.92			2.18
Comprehensive Income	$	1,367		$	75,936		$	38,258		$	34,858

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ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Month Periods Ended April 26, 2013 and April 27, 2012

(Unaudited)

(In thousands)

	Six Months Ended
	April 26, 2013			April 27, 2012
Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$	61,599		$	68,393
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization		56,288			54,848
Deferred income taxes		(5,676	)		(15,200	)
Share-based compensation		5,658			5,887
Gain on sale of capital assets		(695	)		(155	)
Gain on settlement of contingency		0			(11,891	)
Working capital changes, net of effect of acquisitions:
Accounts receivable		41,591			1,962
Inventories		(18,279	)		(17,394	)
Prepaid expenses		(1,974	)		(6,116	)
Other current assets		(281	)		957
Accounts payable		422			(1,964	)
Accrued liabilities		(13,587	)		2,935
Federal and foreign income taxes		(2,808	)		6,502
Other liabilities		(3,212	)		(5,531	)
Other, net		3,638			2,069
		122,684			85,302
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(25,085	)		(25,777	)
Proceeds from sale of capital assets		695			155
Acquisitions of business, net of cash acquired		(40,689	)		0
		(65,079	)		(25,622	)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans		15,201			3,537
Excess tax benefits from stock options exercised		1,820			221
Proceeds from long-term credit facilities		175,000			0
Repayment of long-term debt		(197,458	)		(8,236	)
Repayment of credit facilities		(40,000	)		(60,000	)
Proceeds from government assistance		0			14,048
Dividends paid to noncontrolling interests		(962	)		0
Debt and other issuance costs		(453	)		0
		(46,852	)		(50,430	)
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		(2,251	)		(3,190	)
Net Increase (Decrease) in Cash and Cash Equivalents		8,502			6,060
Cash and Cash Equivalents – Beginning of Period		160,675			185,035
Cash and Cash Equivalents – End of Period	$	169,177		$	191,095
Supplemental Cash Flow Information
Cash paid for interest	$	21,906		$	21,867
Cash paid for taxes		20,984			22,956

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ESTERLINE TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Month Periods Ended April 26, 2013 and April 27, 2012

1. The consolidated balance sheet as of April 26, 2013, the consolidated statement of operations and comprehensive income for the three and six month periods ended April 26, 2013, and April 27, 2012, and the consolidated statement of cash flows for the six month periods ended April 26, 2013, and April 27, 2012, are unaudited but, in the opinion of management, all of the necessary adjustments, consisting of normal recurring accruals, have been made to present fairly the financial statements referred to above in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the above statements do not include all of the footnotes required for complete financial statements. The results of operations and cash flows for the interim periods presented are not necessarily indicative of results that can be expected for the full year.

2. The notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2012, provide a summary of significant accounting policies and additional financial information that should be read in conjunction with this Form 10-Q.

3. The timing of the Company’s revenues is impacted by the purchasing patterns of customers and, as a result, revenues are not generated evenly throughout the year. Moreover, the Company’s first fiscal quarter, November through January, includes significant holiday periods in both Europe and North America.

4. Basic earnings per share is computed on the basis of the weighted average number of shares outstanding during the year. Diluted earnings per share includes the dilutive effect of stock options and restricted stock units. Common shares issuable from share-based compensation plans that were excluded from the calculation of diluted earnings per share because they were anti-dilutive were 249,900 and 531,600 in the second fiscal quarter of 2013 and 2012, respectively. Shares used for calculating earnings per share are disclosed in the following table.

(In thousands)	Three Months Ended				Six Months Ended
	April 26, 2013		April 27, 2012		April 26, 2013		April 27, 2012
Shares Used for Basic Earnings Per Share		31,100		30,669		31,002		30,650
Shares Used for Diluted Earnings Per Share		31,696		31,319		31,559		31,238

5. The Company’s comprehensive income is as follows:

(In thousands)	Three Months Ended					Six Months Ended
	April 26, 2013			April 27, 2012		April 26, 2013			April 27, 2012
Net Earnings	$	35,522		$	45,191	$	60,633		$	67,979
Change in Fair Value of Derivative Financial Instruments, Net of Tax (1)		(1,540	)		3,735		(1,586	)		385
Change in Pension and Post-retirement Obligations, Net of Tax (2)		2,126			821		1,975			2,314
Foreign Currency Translation Adjustment		(34,741	)		26,189		(22,764	)		(35,820	)
Comprehensive Income	$	1,367		$	75,936	$	38,258		$	34,858

⁽¹⁾  Net of tax benefit (expense) of $705 and $(1,387) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax benefit of $481 and $92 for the first six months of fiscal 2013 and 2012, respectively.

⁽²⁾  Net of tax expense of $(1,130) and $(581) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax expense of $(1,075) and $(1,412) for the first six months of fiscal 2013 and 2012, respectively.

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The Company’s accumulated other comprehensive loss is comprised of the following:

(In thousands)	April 26, 2013			October 26, 2012
Net unrealized gain on derivative contracts	$	37		$	1,623
Pension and post-retirement obligations		(97,204	)		(99,179	)
Currency translation adjustment		(10,492	)		12,272
Total accumulated other comprehensive loss	$	(107,659	)	$	(85,284	)

6. The income tax rate was 16.2% and 16.7% for the first six months of fiscal 2013 and 2012, respectively. In the first six months of fiscal 2013, the Company recognized $3.6 million of discrete tax benefits principally related to the following items. The first item was approximately $1.5 million of tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. The second item was approximately $2.3 million of tax benefits related to the settlement of U.S. and foreign tax examinations. In the first six months of fiscal 2012, the Company recognized $2.3 million in discrete tax benefits due to a change in French tax laws associated with the holding company structure and the financing of the Souriau Group (Souriau) acquisition. The income tax rate differed from the statutory rate in the first six months of fiscal 2013 and 2012, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is anticipated that during the third quarter of fiscal 2013, a tax benefit of approximately $4.1 million will be recorded to account for the reduction of net deferred tax liabilities as a result of the proposed enactment of tax laws reducing the U.K. statutory income tax rate.

It is reasonably possible that within the next twelve months approximately $5.1 million of tax benefits associated with research and development tax credits, capital and operating losses that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of a statute of limitations.

7. On February 4, 2013, the Company acquired the Gamesman Group (Gamesman) for $40.8 million. Gamesman is a global supplier of input devices principally serving the gaming industry. Gamesman is included in the Avionics & Controls segment.

8. As of April 26, 2013, the Company had three share-based compensation plans, which are described below. The compensation cost that has been charged against income for those plans for the first six months of fiscal 2013 and 2012 was $5.7 million and $5.9 million, respectively. During the first six months of fiscal 2013 and 2012, the Company issued 383,669 and 80,842 shares, respectively, under its share-based compensation plans.

Employee Stock Purchase Plan (ESPP)

The ESPP is a “safe-harbor” designed plan whereby shares are purchased by participants at a discount of 5% of the market value on the purchase date and, therefore, compensation cost is not recorded.

Employee Sharesave Scheme

Under the employee sharesave scheme for U.K. employees, participants are allowed the option to purchase shares at a discount of 5% of the market price of the stock as of the beginning of the offering period. The term of these options is three years. The sharesave scheme is not a “safe-harbor” design, and therefore, compensation cost is recognized on this plan. Under the sharesave scheme, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. The Company granted 16,722 and 45,063 options in the six month periods ended April 26, 2013, and April 27, 2012, respectively. The weighted-average grant date fair value of options granted during the six month periods ended April 26, 2013, and April 27, 2012, was $20.24 and $19.85 per share, respectively.

The fair value of the awards under the employee sharesave scheme was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The risk-free rate for the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect at the time of grant.

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	Six Months Ended
	April 26, 2013		April 27, 2012
Volatility		36.97%		38.96%
Risk-free interest rate		0.40%		0.38%
Expected life (years)		3		3
Dividends		0		0

Equity Incentive Plan

Under the equity incentive plan, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. The Company granted 237,700 and 333,400 options in the six month periods ended April 26, 2013, and April 27, 2012, respectively. The weighted-average grant date fair value of options granted during the six month periods ended April 26, 2013, and April 27, 2012, was $29.12 and $24.13 per share, respectively.

The fair value of each option granted by the Company was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The Company uses historical data to estimate volatility of the Company’s common stock and option exercise and employee termination assumptions. The risk-free rate for the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect at the time of the grant.

	Six Months Ended
	April 26, 2013		April 27, 2012
Volatility		41.89 – 44.25%		41.62 – 44.29%
Risk-free interest rate		0.79 – 1.88%		0.91 – 2.11%
Expected life (years)		4.5 – 9.5		4.5 – 9.5
Dividends		0		0

In December 2012, the Board of Directors and Compensation Committee approved restricted stock unit awards under the equity incentive plan. The Company granted 32,200 restricted stock units during the six month period ended April 26, 2013. The weighted-average grant date fair value of restricted stock units granted during the six month period ended April 26, 2013, was $62.52 per share. The fair value for each restricted stock unit granted by the Company is equal to the fair market value of the Company’s common stock on the date of grant. There were no restricted stock units granted in the six month period ended April 27, 2012.

9. The Company’s pension plans principally include a U.S. pension plan maintained by Esterline and a non-U.S. plan maintained by CMC Electronics, Inc. (CMC). Components of periodic pension cost consisted of the following:

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Service cost	$	2,974		$	2,424		$	6,271		$	4,826
Interest cost		4,382			4,686			8,794			9,332
Expected return on plan assets		(5,632	)		(5,370	)		(11,305	)		(10,697	)
Amortization of prior service cost		21			11			42			21
Amortization of actuarial loss		3,443			2,589			6,855			5,164
Net Periodic Cost	$	5,188		$	4,340		$	10,657		$	8,646

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The Company’s principal post-retirement plans include non-U.S. plans, which are non-contributory healthcare and life insurance plans. The components of expense of these other retirement benefits consisted of the following:

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Service cost	$	254		$	105		$	513		$	207
Interest cost		186			166			376			329
Amortization of prior service cost		(17	)		0			(34	)		0
Amortization of actuarial loss (gain)		8			(7	)		16			(14	)
Net Periodic Cost	$	431		$	264		$	871		$	522

10. In March 2011, the Company entered into a secured credit facility for $460 million made available through a group of banks. The credit facility is secured by substantially all of the Company’s assets and interest is based on standard inter-bank offering rates. The credit facility expires in July 2016. The spread ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At April 26, 2013, the Company had $200.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.75% or 1.95%.

In July 2011, the Company amended the secured credit facility to provide for a €125.0 million term loan (Euro Term Loan). The interest rate on the Euro Term Loan ranges from Euro LIBOR plus 1.5% to Euro LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At April 26, 2013, the Company had €43.9 million outstanding or $57.2 million under the Euro Term Loan at an interest rate of Euro LIBOR plus 1.75% or 1.82%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2016, with the remaining balance due in July 2016.

In April 2013, the Company amended the secured credit facility to include a $175.0 million term loan (U.S. Term Loan). The interest rate on the U.S. Term Loan ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At April 26, 2013, the Company had $175.0 million outstanding under the U.S. Term Loan at an interest rate of LIBOR plus 1.75% or 1.96%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2016, with the remaining balance due in July 2016.

In April 2013, the Company redeemed the $175.0 million 6.625% Senior Notes due March 2017 (2017 Notes). In connection with the redemption, the Company wrote off $1.3 million in unamortized debt issuance costs as a charge against interest expense. In addition, the Company incurred a $3.9 million redemption premium and terminated its $175.0 million interest rate swap agreements and received proceeds of $2.9 million. As a result, the redemption of the 2017 Notes resulted in a net $0.9 million loss on extinguishment of debt.

Based on quoted market prices, the approximate fair value of the Company’s $250.0 million 7.0% Senior Notes due August 2020 (2020 Notes) was approximately $277.5 million as of April 26, 2013, and October 26, 2012, respectively. The approximate fair value of the Company’s 2017 Notes was $181.3 million as of October 26, 2012. The carrying amounts of the secured credit facility, U.S. Term Loan and Euro Term Loan approximate fair value. Estimates of fair value for the 2020 Notes are based on quoted market prices, and considered Level 2 inputs as defined in the fair value hierarchy, described in Note 11.

Government refundable advances of $52.0 million at April 26, 2013, consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The repayment of this advance is based on year-over-year commercial aviation revenue growth at CMC beginning in 2014. Imputed interest on the advance was 5.0% at April 26, 2013.

11. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. An asset or liability’s

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level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy of fair value measurements is described below:

Level 1 – Valuations are based on quoted prices that the Company has the ability to obtain in actively traded markets for identical assets and liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market or exchange traded market, a valuation of these instruments does not require a significant degree of judgment.

Level 2 – Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuations are based on model-based techniques for which some or all of the assumptions are obtained from indirect market information that is significant to the overall fair value measurement and which require a significant degree of management judgment.

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy at April 26, 2013, and October 26, 2012.

(In thousands)	Level 2
	April 26, 2013		October 26, 2012
Assets:
Derivative contracts designated as hedging instruments	$	1,878	$	7,753
Derivative contracts not designated as hedging instruments		903		1,387
Embedded derivatives		930		51
Liabilities:
Derivative contracts designated as hedging instruments	$	2,474	$	2,143
Derivative contracts not designated as hedging instruments		1,624		361
Embedded derivatives		43		470

The Company’s embedded derivatives are the result of entering into sales or purchase contracts that are denominated in a currency other than the Company’s functional currency or the supplier’s or customer’s functional currency. The fair value is determined by calculating the difference between quoted exchange rates at the time the contract was entered into and the period-end exchange rate. These contracts are categorized as Level 2 in the fair value hierarchy.

The Company’s derivative contracts consist of foreign currency exchange contracts and interest rate swap agreements. These derivative contracts are over the counter and their fair value is determined using modeling techniques that include market inputs such as interest rates, yield curves, and currency exchange rates. These contracts are categorized as Level 2 in the fair value hierarchy.

12. The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and interest rate swap contracts for the purpose of minimizing exposure to changes in foreign currency exchange rates on business transactions and interest rates, respectively. The Company’s policy is to execute such instruments with banks the Company believes to be creditworthy and not to enter into derivative financial instruments for speculative purposes. These derivative financial instruments do not subject the Company to undue risk, as gains and losses on these instruments generally offset gains and losses on the underlying assets, liabilities, or anticipated transactions that are being hedged.

All derivative financial instruments are recorded at fair value in the Consolidated Balance Sheet. For a derivative that has not been designated as an accounting hedge, the change in the fair value is recognized immediately through earnings. For a derivative that has been designated as an accounting hedge of an existing asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or

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liability is recognized immediately through earnings. For a derivative designated as an accounting hedge of an anticipated transaction (a cash flow hedge), the change in the fair value is recorded on the Consolidated Balance Sheet in Accumulated Other Comprehensive Income (AOCI) to the extent the derivative is effective in mitigating the exposure related to the anticipated transaction. The change in the fair value related to the ineffective portion of the hedge, if any, is immediately recognized in earnings. The amount recorded within AOCI is reclassified into earnings in the same period during which the underlying hedged transaction affects earnings.

The fair values of derivative instruments are presented on a gross basis, as the Company does not have any derivative contracts which are subject to master netting arrangements. The Company did not have any hedges with credit-risk-related contingent features or that required the posting of collateral as of April 26, 2013. The cash flows from derivative contracts are recorded in operating activities in the Consolidated Statement of Cash Flows.

Foreign Currency Forward Exchange Contracts

The Company transacts business in various foreign currencies which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. As of April 26, 2013, and October 26, 2012, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of $359.3 million and $358.4 million, respectively. These notional values consist primarily of contracts for the European euro, British pound sterling and Canadian dollar, and are stated in U.S. dollar equivalents at spot exchange rates at the respective dates.

Interest Rate Swaps

The Company manages its exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt, which over time should moderate the costs of debt financing. When considered necessary, the Company may use financial instruments in the form of interest rate swaps to help meet this objective. In fiscal 2010, the Company entered into interest rate swap agreements for $175.0 million on the 2017 Notes. The swap agreements exchanged the fixed interest rate on the 2017 Notes of 6.625% for a variable interest rate. In the second quarter of fiscal 2013, the swap agreements were terminated and the Company redeemed the 2017 Notes with the proceeds from the $175.0 million U.S. Term Loan. The Company recorded a gain on the swap termination of $2.9 million. The gain is included in the Loss on Extinguishment of Debt in the Consolidated Statement of Operations and Comprehensive Income.

Embedded Derivative Instruments

The Company’s embedded derivatives are the result of entering into sales or purchase contracts that are denominated in a currency other than the Company’s functional currency or the supplier’s or customer’s functional currency.

Net Investment Hedge

In July 2011, the Company entered into a Euro Term Loan for €125.0 million under the secured credit facility. The Company designated the Euro Term Loan a hedge of the investment in a certain French business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of AOCI in shareholders’ equity. To the extent that this hedge is ineffective, the foreign currency gain or loss is recorded in earnings. There has been no ineffectiveness since inception of the hedge.

11

Fair Value of Derivative Instruments

Fair values of derivative instruments in the Consolidated Balance Sheet at April 26, 2013, and October 26, 2012, consisted of:

(In thousands)		Fair Value
	Classification	April 26, 2013		October 26, 2012
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	2,173	$	3,694
	Other assets		608		1,294
	Accrued liabilities		2,601		2,228
	Other liabilities		1,497		276
Embedded Derivative Instruments:
	Other current assets	$	772	$	51
	Other assets		158		0
	Accrued liabilities		43		148
	Other liabilities		0		322
Interest Rate Swaps:
	Long-term debt, net of current maturities	$	0	$	4,152

The effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income for the three and six month periods ended April 26, 2013, and April 27, 2012, consisted of:

(In thousands)		Three Months Ended						Six Months Ended
	Location of Gain (Loss)	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Fair Value Hedges:
Interest rate swap contracts
	Interest Expense	$	342		$	684		$	1,058		$	1,251
	Loss on Extinguishment of Debt		2,918			0			2,918			0
Embedded derivatives
	Sales		738			(197	)		1,262			141
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of gain (loss) recognized in AOCI (effective portion)
	AOCI	$	(1,703	)	$	4,581		$	(1,436	)	$	(143	)
Amount of gain (loss) reclassified from AOCI into income
	Sales		(541	)		542			(631	)		436
Net Investment Hedges:
Euro Term Loan	AOCI	$	1,991		$	(400	)	$	(424	)	$	10,347

During the first six months of fiscal 2013 and 2012, the Company recorded losses of $1.8 million and $4.3 million, respectively, on foreign currency forward exchange contracts that have not been designated as an accounting hedge. These foreign currency exchange losses are included in selling, general and administrative expense.

12

There was no significant impact to the Company’s earnings related to the ineffective portion of any hedging instruments during the first six months of fiscal 2013 and 2012. In addition, there was no significant impact to the Company’s earnings when a hedged firm commitment no longer qualified as a fair value hedge or when a hedged forecasted transaction no longer qualified as a cash flow hedge during the first six months of fiscal 2013 and 2012.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately $0.1 million of net loss into earnings over the next 12 months. The maximum duration of the Company’s foreign currency cash flow hedge contracts at April 26, 2013, is 24 months.

13. The Company is subject to U.S. export laws and regulations, such as the International Traffic in Arms Regulations (ITAR), that generally restrict the export of defense products, technical data and defense services. The Company has filed voluntary disclosure reports concerning certain U.S. operating units that voluntarily reported certain technical violations of the ITAR to the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State. DDTC, through its Office of Defense Trade Controls Compliance (DDTC Office of Compliance), enforces compliance with the ITAR through administrative charges for certain violations, including by imposition of civil monetary penalties and other administrative sanctions. On May 22, 2013, the DDTC Office of Compliance informed the Company that, considering the information they currently have concerning the Company’s overall history in handling ITAR-controlled transactions, including the substance of the Company’s prior voluntary disclosures, and other aspects of certain ITAR compliance errors, it intends to impose civil monetary fines and administrative sanctions. The Company is currently in discussions with the DDTC Office of Compliance to better understand and respond to its concerns. Resolution of this matter might take the form of a consent agreement that could require payment of a civil monetary fine and commit the Company to undertake additional remedial compliance measures and program monitoring. Because of the early stage of the Company’s discussions with DDTC, the Company cannot estimate a range of the potential civil monetary fines, administrative sanctions, or other financial obligations associated with remedial actions the Company might be required to take. Although management cannot be certain of the outcome, management does not believe the final resolution of this matter will have a material adverse effect on the Company’s financial position.

14. Segment information:

Business segment information includes the segments of Avionics & Controls, Sensors & Systems and Advanced Materials.

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Sales
Avionics & Controls	$	192,130		$	195,025		$	366,700		$	374,597
Sensors & Systems		176,964			184,683			348,774			356,355
Advanced Materials		130,468			125,123			242,050			244,761
Total Sales	$	499,562		$	504,831		$	957,524		$	975,713
Earnings Before Income Taxes
Avionics & Controls	$	21,465		$	18,251		$	40,054		$	38,314
Sensors & Systems		23,207			24,710			42,208			31,525
Advanced Materials		28,623			26,160			46,267			49,233
Segment Earnings		73,295			69,121			128,529			119,072
Corporate expense		(15,855	)		(13,093	)		(32,431	)		(26,055	)
Gain on settlement of contingency		0			11,891			0			11,891
Interest income		148			116			249			211
Interest expense		(11,482	)		(11,484	)		(21,926	)		(23,012	)
Loss on extinguishment of debt		(946	)		0			(946	)		0
	$	45,160		$	56,551		$	73,475		$	82,107

13

15. The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X as of April 26, 2013, and October 26, 2012, and for the applicable periods ended April 26, 2013, and April 27, 2012, for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility, 2020 Notes, and 2017 Notes for periods prior to the fiscal quarter ended April 26, 2013; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility, 2020 Notes, and 2017 Notes for periods prior to the fiscal quarter ended April 26, 2013 (Non-Guarantor Subsidiaries). The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation and have fully and unconditionally, jointly and severally, guaranteed the secured credit facility, 2020 Notes, and 2017 Notes for periods prior to the fiscal quarter ended April 26, 2013.

14

Condensed Consolidating Balance Sheet as of April 26, 2013.

(In thousands)
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	10,998		$	1,309	$	156,870	$	0		$	169,177
Cash in escrow		4,017			0		0		0			4,017
Accounts receivable, net		863			129,978		209,707		0			340,548
Inventories		0			168,460		261,501		0			429,961
Income tax refundable		0			7,170		0		0			7,170
Deferred income tax benefits		24,727			137		21,182		0			46,046
Prepaid expenses		139			6,910		16,261		0			23,310
Other current assets		92			137		3,385		0			3,614
Total Current Assets		40,836			314,101		668,906		0			1,023,843
Property, Plant & Equipment, Net		2,003			158,590		190,968		0			351,561
Goodwill		0			313,552		793,962		0			1,107,514
Intangibles, Net		0			119,113		476,094		0			595,207
Debt Issuance Costs, Net		5,928			0		1,135		0			7,063
Deferred Income Tax Benefits		34,824			2		59,651		0			94,477
Other Assets		(70	)		1,495		6,496		0			7,921
Amounts Due From (To) Subsidiaries		0			536,983		0		(536,983	)		0
Investment in Subsidiaries		2,515,545			934,659		159,661		(3,609,865	)		0
Total Assets	$	2,599,066		$	2,378,495	$	2,356,873	$	(4,146,848	)	$	3,187,586

15

(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	2,066	$	25,845		$	83,488	$	0		$	111,399
Accrued liabilities		14,014		75,932			150,743		0			240,689
Current maturities of long-term debt		8,750		195			11,899		0			20,844
Deferred income tax liabilities		1,233		(8	)		1,959		0			3,184
Federal and foreign income taxes		794		(22,903	)		24,995		0			2,886
Total Current Liabilities		26,857		79,061			273,084		0			379,002
Credit Facilities		200,000		0			0		0			200,000
Long-Term Debt, Net		416,250		44,004			98,332		0			558,586
Deferred Income Tax Liabilities		59,389		(8	)		141,794		0			201,175
Pension and Post- Retirement Obligations		20,183		47,828			65,062		0			133,073
Other Liabilities		8,377		194			25,672		0			34,243
Amounts Due To (From) Subsidiaries		186,503		0			414,200		(600,703	)		0
Shareholders’ Equity		1,681,507		2,207,416			1,338,729		(3,546,145	)		1,681,507
Total Liabilities and Shareholders’ Equity	$	2,599,066	$	2,378,495		$	2,356,873	$	(4,146,848	)	$	3,187,586

16

Condensed Consolidating Statement of Operations for the three month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	230,311		$	270,151		$	(900	)	$	499,562
Cost of Sales		0			141,178			177,908			(900	)		318,186
		0			89,133			92,243			0			181,376
Expenses
Selling, general and administrative		0			39,105			59,173			0			98,278
Research, development and engineering		0			13,706			11,952			0			25,658
Gain on settlement of contingency		0			0			0			0			0
Total Expenses		0			52,811			71,125			0			123,936
Operating Earnings		0			36,322			21,118			0			57,440
Interest Income		(3,992	)		(1,978	)		(13,136	)		18,958			(148	)
Interest Expense		9,152			6,646			14,642			(18,958	)		11,482
Loss on Extinguishment of Debt		946			0			0			0			946
Earnings (Loss) Before Income Taxes		(6,106	)		31,654			19,612			0			45,160
Income Tax Expense (Benefit)		(1,273	)		6,468			4,287			0			9,482
Earnings (Loss) Including Noncontrolling Interests		(4,833	)		25,186			15,325			0			35,678
Earnings Attributable to Noncontrolling Interests		0			0			(156	)		0			(156	)
Earnings (Loss) Attributable to Esterline		(4,833	)		25,186			15,169			0			35,522
Equity in Net Earnings of Consolidated Subsidiaries		40,355			(275	)		30			(40,110	)		0
Net Earnings (Loss) Attributable to Esterline	$	35,522		$	24,911		$	15,199		$	(40,110	)	$	35,522

17

Condensed Consolidating Statement of Operations for the six month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor        Subsidiaries			Eliminations			Total
Net Sales	$	0		$	437,010		$	522,321		$	(1,807	)	$	957,524
Cost of Sales		0			273,044			344,566			(1,807	)		615,803
		0			163,966			177,755			0			341,721
Expenses
Selling, general and administrative		0			74,836			122,053			0			196,889
Research, development and engineering		0			24,764			23,970			0			48,734
Gain on settlement of contingency		0			0			0			0			0
Total Expenses		0			99,600			146,023			0			245,623
Operating Earnings		0			64,366			31,732			0			96,098
Interest Income		(7,652	)		(3,695	)		(27,824	)		38,922			(249	)
Interest Expense		17,233			12,967			30,648			(38,922	)		21,926
Loss on Extinguishment of Debt		946			0			0			0			946
Earnings (Loss) Before Income Taxes		(10,527	)		55,094			28,908			0			73,475
Income Tax Expense (Benefit)		(2,223	)		8,914			5,185			0			11,876
Earnings (Loss) Including Noncontrolling Interests		(8,304	)		46,180			23,723			0			61,599
Earnings Attributable to Noncontrolling Interests		0			0			(966	)		0			(966	)
Earnings (Loss) Attributable to Esterline		(8,304	)		46,180			22,757			0			60,633
Equity in Net Earnings of Consolidated Subsidiaries		68,937			383			30			(69,350	)		0
Net Earnings (Loss) Attributable to Esterline	$	60,633		$	46,563		$	22,787		$	(69,350	)	$	60,633

18

Condensed Consolidating Statement of Cash Flows for the six month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	61,599		$	46,563		$	22,787		$	(69,350	)	$	61,599
Depreciation & amortization		0			20,776			35,512			0			56,288
Deferred income taxes		13,077			(325	)		(18,428	)		0			(5,676	)
Share-based compensation		0			2,360			3,298			0			5,658
Gain on sale of capital assets		0			(308	)		(387	)		0			(695	)
Gain on settlement of contingency		0			0			0			0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		(682	)		10,653			31,620			0			41,591
Inventories		0			(8,887	)		(9,392	)		0			(18,279	)
Prepaid expenses		(63	)		(1,519	)		(392	)		0			(1,974	)
Other current assets		42			415			(738	)		0			(281	)
Accounts payable		122			(506	)		806			0			422
Accrued liabilities		(3,117	)		(2,171	)		(8,299	)		0			(13,587	)
Federal & foreign income taxes		2,831			(2,467	)		(3,172	)		0			(2,808	)
Other liabilities		7,824			(7,058	)		(3,978	)		0			(3,212	)
Other, net		1,284			5,789			(3,435	)		0			3,638
		82,917			63,315			45,802			(69,350	)		122,684
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(35	)		(8,495	)		(16,555	)		0			(25,085	)
Proceeds from sale of capital assets		0			308			387			0			695
Acquisitions of business, net of cash acquired		0			0			(40,689	)		0			(40,689	)
		(35	)		(8,187	)		(56,857	)		0			(65,079	)

19

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans		15,201			0			0			0		15,201
Excess tax benefits from stock options exercised		1,820			0			0			0		1,820
Proceeds from long-term credit facilities		175,000			0			0			0		175,000
Repayment of long-term debt		(175,000	)		(165	)		(22,293	)		0		(197,458	)
Repayment of credit facilities		(40,000	)		0			0			0		(40,000	)
Proceeds from government assistance		0			0			0			0		0
Dividends paid to noncontrolling interests		0			0			(962	)		0		(962	)
Debt and other issuance costs		(453	)		0			0			0		(453	)
Net change in intercompany financing		(65,217	)		(54,969	)		50,836			69,350		0
		(88,649	)		(55,134	)		27,581			69,350		(46,852	)
Effect of foreign exchange rates on cash		(5	)		(9	)		(2,237	)		0		(2,251	)
Net increase (decrease) in cash and cash equivalents		(5,772	)		(15	)		14,289			0		8,502
Cash and cash equivalents – beginning of year		16,770			1,324			142,581			0		160,675
Cash and cash equivalents – end of year	$	10,998		$	1,309		$	156,870		$	0	$	169,177

20

Condensed Consolidating Balance Sheet as of October 26, 2012.

(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	16,770	$	1,324		$	142,581	$	0		$	160,675
Cash in escrow		5,016		0			0		0			5,016
Accounts receivable, net		181		140,631			242,550		0			383,362
Inventories		0		159,573			250,264		0			409,837
Income tax refundable		0		4,832			0		0			4,832
Deferred income tax benefits		22,874		105			23,021		0			46,000
Prepaid expenses		76		5,391			15,873		0			21,340
Other current assets		134		552			3,945		0			4,631
Total Current Assets		45,051		312,408			678,234		0			1,035,693
Property, Plant & Equipment, Net		2,811		161,998			191,592		0			356,401
Goodwill		0		314,641			784,321		0			1,098,962
Intangibles, Net		0		126,142			482,903		0			609,045
Debt Issuance Costs, Net		7,508		0			1,310		0			8,818
Deferred Income Tax Benefits		36,610		(283	)		61,625		0			97,952
Other Assets		8,082		1,561			10,603		0			20,246
Amounts Due From (To) Subsidiaries		0		491,143			0		(491,143	)		0
Investment in Subsidiaries		2,457,859		1,179,938			170,223		(3,808,020	)		0
Total Assets	$	2,557,921	$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117

21

(In thousands)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,944		$	26,351		$	80,394	$	0		$	108,689
Accrued liabilities		17,495			79,103			172,955		0			269,553
Current maturities of long-term debt		0			174			10,436		0			10,610
Deferred income tax liabilities		213			(1	)		4,913		0			5,125
Federal and foreign income taxes		(3,418	)		(23,822	)		29,609		0			2,369
Total Current Liabilities		16,234			81,805			298,307		0			396,346
Credit Facilities		240,000			0			0		0			240,000
Long-Term Debt, Net		429,152			44,107			124,801		0			598,060
Deferred Income Tax Liabilities		46,730			(7	)		158,475		0			205,198
Pension and Post-Retirement Obligations		20,507			54,886			56,681		0			132,074
Other Liabilities		5,189			4,194			25,521		0			34,904
Amounts Due To (From) Subsidiaries		179,574			0			369,962		(549,536	)		0
Shareholders’ Equity		1,620,535			2,402,563			1,347,064		(3,749,627	)		1,620,535
Total Liabilities and Shareholders’ Equity	$	2,557,921		$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117

22

Condensed Consolidating Statement of Operations for the three month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	229,502		$	276,154		$	(825	)	$	504,831
Cost of Sales		0			139,823			181,310			(825	)		320,308
		0			89,679			94,844			0			184,523
Expenses
Selling, general and administrative		0			36,884			62,066			0			98,950
Research, development and engineering		0			13,942			15,603			0			29,545
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Total Expenses		0			50,826			65,778			0			116,604
Operating Earnings		0			38,853			29,066			0			67,919
Interest Income		(3,508	)		(3,684	)		(15,907	)		22,983			(116	)
Interest Expense		8,829			6,637			19,001			(22,983	)		11,484
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) Before Income Taxes		(5,321	)		35,900			25,972			0			56,551
Income Tax Expense (Benefit)		(1,032	)		6,991			5,179			0			11,138
Earnings (Loss) Including Noncontrolling Interests		(4,289	)		28,909			20,793			0			45,413
Earnings Attributable to Noncontrolling Interests		0			0			(222	)		0			(222	)
Earnings (Loss) Attributable to Esterline		(4,289	)		28,909			20,571			0			45,191
Equity in Net Earnings of Consolidated Subsidiaries		49,480			(1,383	)		2,800			(50,897	)		0
Net Earnings (Loss) Attributable to Esterline	$	45,191		$	27,526		$	23,371		$	(50,897	)	$	45,191

23

Condensed Consolidating Statement of Operations for the six month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	443,745		$	533,397		$	(1,429	)	$	975,713
Cost of Sales		0			275,182			359,356			(1,429	)		633,109
		0			168,563			174,041			0			342,604
Expenses
Selling, general and administrative		0			71,777			121,870			0			193,647
Research, development and engineering		0			25,018			30,922			0			55,940
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Total Expenses		0			96,795			140,901			0			237,696
Operating Earnings		0			71,768			33,140			0			104,908
Interest Income		(6,985	)		(7,378	)		(33,398	)		47,550			(211	)
Interest Expense		17,663			13,217			39,682			(47,550	)		23,012
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) Before Income Taxes		(10,678	)		65,929			26,856			0			82,107
Income Tax Expense (Benefit)		(2,029	)		10,364			5,379			0			13,714
Earnings (Loss) Including Noncontrolling Interests		(8,649	)		55,565			21,477			0			68,393
Earnings Attributable to Noncontrolling Interests		0			0			(414	)		0			(414	)
Earnings (Loss) Attributable to Esterline		(8,649	)		55,565			21,063			0			67,979
Equity in Net Earnings of Consolidated Subsidiaries		76,628			8,711			(90	)		(85,249	)		0
Net Earnings (Loss) Attributable to Esterline	$	67,979		$	64,276		$	20,973		$	(85,249	)	$	67,979

24

Condensed Consolidating Statement of Cash Flows for the six month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	68,393		$	64,276		$	20,973		$	(85,249	)	$	68,393
Depreciation & amortization		0			19,390			35,458			0			54,848
Deferred income taxes		(1,428	)		(65	)		(13,707	)		0			(15,200	)
Share-based compensation		0			2,436			3,451			0			5,887
Gain on sale of capital assets		0			(83	)		(72	)		0			(155	)
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Working capital changes, net of effect of acquisitions:
Accounts receivable		(50	)		12,217			(10,205	)		0			1,962
Inventories		0			(13,312	)		(4,082	)		0			(17,394	)
Prepaid expenses		(57	)		(1,527	)		(4,532	)		0			(6,116	)
Other current assets		4			(83	)		1,036			0			957
Accounts payable		515			(1,406	)		(1,073	)		0			(1,964	)
Accrued liabilities		1,590			(5,751	)		7,096			0			2,935
Federal & foreign income taxes		8,144			(1,546	)		(96	)		0			6,502
Other liabilities		3,862			(7,841	)		(1,552	)		0			(5,531	)
Other, net		(39	)		562			1,546			0			2,069
		80,934			67,267			22,350			(85,249	)		85,302
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(731	)		(13,024	)		(12,022	)		0			(25,777	)
Proceeds from sale of capital assets		0			83			72			0			155
Acquisitions of business, net of cash acquired		0			0			0			0			0
		(731	)		(12,941	)		(11,950	)		0			(25,622	)

25

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans		3,537			0			0			0		3,537
Excess tax benefits from stock options exercised		221			0			0			0		221
Proceeds from long-term credit facilities		0			0			0			0		0
Repayment of long-term debt		0			(206	)		(8,030	)		0		(8,236	)
Repayment of credit facilities		(60,000	)		0			0			0		(60,000	)
Proceeds from government assistance		0			0			14,048			0		14,048
Dividends paid to noncontrolling interests		0			0			0			0		0
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(63,495	)		(55,689	)		33,935			85,249		0
		(119,737	)		(55,895	)		39,953			85,249		(50,430	)
Effect of foreign exchange rates on cash		2			3			(3,195	)		0		(3,190	)
Net increase (decrease) in cash and cash equivalents		(39,532	)		(1,566	)		47,158			0		6,060
Cash and cash equivalents – beginning of year		49,837			13,450			121,748			0		185,035
Cash and cash equivalents – end of year	$	10,305		$	11,884		$	168,906		$	0	$	191,095

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Item 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations

Overview

We operate our businesses in three segments: Avionics & Controls, Sensors & Systems and Advanced Materials.

The Avionics & Controls segment includes avionics systems, control systems, interface technologies and communication systems capabilities. Avionics systems designs and develops cockpit systems integration and avionics solutions for commercial and military applications. Control systems designs and manufactures technology interface systems for military and commercial aircraft and land- and sea-based military vehicles. Interface technologies manufactures and develops custom control panels, input systems for medical, industrial, military and gaming industries. Communication systems designs and manufactures military audio and data products for severe battlefield environments, embedded communication intercept receivers for signal intelligence applications, as well as communication control systems to enhance security and aural clarity in military applications.

The Sensors & Systems segment includes power systems, connection technologies, and advanced sensors capabilities. Power systems develops and manufactures electrical power switching and other related systems, principally for aerospace and defense customers. Connection technologies develops and manufactures highly engineered connectors for harsh environments and serves the aerospace, defense & space, power generation, rail and industrial equipment markets. Advanced sensors develops and manufactures high- precision temperature and pressure sensors for aerospace and defense customers.

The Advanced Materials segment includes engineered materials and defense technologies capabilities. Engineered materials develops and manufactures thermally engineered components and high-performance elastomer products used in a wide range of commercial aerospace and military applications. Defense technologies develops and manufactures combustible ordnance components and warfare countermeasure devices for military customers. Sales in all segments include domestic, international, defense and commercial customers.

Our current business and strategic plan focuses on the continued development of our products principally for aerospace and defense markets. We are concentrating our efforts to expand our capabilities in these markets and anticipate the global needs of our customers and respond to such needs with comprehensive solutions. These efforts focus on continuous research and new product development, acquisitions and strategic realignments of operations to expand our capabilities as a more comprehensive supplier to our customers across our entire product offering.

On February 4, 2013, we acquired the Gamesman Group (Gamesman) for $40.8 million. Gamesman is a global supplier of input devices principally serving the gaming industry. Gamesman is included in the Avionics & Controls segment.

For the second fiscal quarter of 2013, net earnings were $35.5 million, or $1.12 per diluted share, compared to $45.2 million, or $1.44 per diluted share, in the second fiscal quarter of 2012. For the first six months of fiscal 2013, net earnings were $60.6 million, or $1.92 per diluted share, compared to $68.0 million, or $2.18 per diluted share, during the prior-year period.

Sales decreased 1.9% to $957.5 million in the first six months of 2013, reflecting lower sales across all our operating segments. Avionics & Controls was impacted by reductions in defense spending mainly due to the continued uncertainty of U.S. congressional budget cuts, or sequestration, on defense spending. While we believe we have adequately anticipated the impact on our financial results for fiscal 2013, the impact of sequestration is yet to be fully determined and additional reductions in defense spending over the next decade could occur. Sensors & Systems sales were impacted by lower aftermarket sales and decreased demand for connection technologies for industrial applications.

Gross margin increased to 35.7% in the first six months of 2013 compared with 35.1% in the prior-year period. The prior-year period included the $12.0 million effect of purchase accounting to recognize the fair value of the Souriau Group’s (Souriau) acquired inventory as expense over the first inventory turn. Research, development and engineering spending decreased $7.2 million over the prior-year period to 5.1% of sales, mainly due to decreased

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spending for Avionics & Controls developments. Selling, general and administrative expense, as a percent of sales, increased 0.7 percentage points over the prior-year period to 20.6% of sales. The increase in selling, general and administrative expense reflected higher corporate expense for regulatory compliance, acquisition expenses and lower expense for Avionics & Controls partially offset by $2.3 million in bad debt expense recorded in the prior-year period.

The second fiscal quarter of 2012 benefited from an $11.9 million gain, or $9.5 million after tax, upon settlement of a contingency related to proceeds from a transaction that preceded our acquisition of CMC Electronics, Inc. (CMC).

In April 2013, we redeemed the $175.0 million 6.625% Senior Notes due March 2017 (2017 Notes). In connection with the redemption, we wrote off $1.3 million in unamortized debt issuance costs as a charge against interest expense. In addition, we incurred a $3.9 million redemption premium and terminated our $175.0 million interest rate swap agreements and received proceeds of $2.9 million. As a result, the redemption of the 2017 Notes resulted in a net $0.9 million loss on extinguishment of debt.

Operating earnings for the first six months of fiscal 2013 for Avionics & Controls and Sensors & Systems segments increased while Advanced Materials declined compared to the prior-year period. The increase in Avionics & Controls reflected lower research, development and engineering expenses for avionics systems and selling, general and administrative expenses, mainly due to $2.3 million in bad debt expense resulting from the Hawker Beechcraft bankruptcy in the prior-year period. The increase in Sensors & Systems mainly reflected the $12.0 million effect of purchase accounting to recognize the fair value of Souriau’s acquired inventory in the prior-year period. The decrease in Advanced Materials was principally due to decreased sales of engineered materials for commercial aviation.

We are subject to U.S. export laws and regulations, including the International Traffic in Arms Regulations (ITAR). Compliance with ITAR is administered through the Office of Defense Trade Controls Compliance (DDTC Office of Compliance), which is part of the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State. On May 22, 2013, the DDTC Office of Compliance informed us that, considering the information they have concerning our overall history in handling ITAR-controlled transactions, including the substance of our prior voluntary disclosures to the DDTC, and other aspects of certain ITAR compliance errors, it intends to impose civil monetary fines and administrative sanctions. We are currently in discussions with the DDTC Office of Compliance to better understand and respond to its concerns. Resolution of this matter might take the form of a consent agreement that could require payment of a civil monetary fine and commit us to undertake additional remedial compliance measures and program monitoring. We cannot estimate a range of the fines or other financial obligations that might result due to the early stage of the discussions. Although management cannot be certain of the outcome, management does not believe the final resolution of this matter will have a material adverse effect on our financial position. Please see the further description of this matter in Part II, Item 1 of this report.

Results of Operations

Three Month Period Ended April 26, 2013, Compared with Three Month Period Ended April 27, 2012

Sales for the second fiscal quarter decreased 1.0% over the prior-year period. Sales by segment were as follows:

(In thousands)	Incr./(Decr.)     from prior year period		Three Months Ended
			April 26, 2013		April 27, 2012
Avionics & Controls		(1.5)%	$	192,130	$	195,025
Sensors & Systems		(4.2)%		176,964		184,683
Advanced Materials		4.3 %		130,468		125,123
Total Net Sales			$	499,562	$	504,831

The 1.5% decrease in sales of Avionics & Controls mainly reflected decreased sales volumes of avionics systems of $6 million, and control systems and communication systems of $9 million, which were partially offset by an

28

increase in sales of interface technologies of $12 million. The decrease in avionics systems was principally due to a decline in cockpit integration for retrofits of military transport aircraft and for the T-6B military trainer. A $6 million decrease in communication systems principally reflected reduced sales of embedded communication intercept receivers. The increase in sales of interface technologies was due to high sales for medical and gaming applications, of which $5 million was due to the Gamesman acquisition.

The 4.2% decrease in sales of Sensors & Systems principally reflected an $8 million decrease in connection technologies and advanced sensors sales volumes. A $5 million decrease in connection technologies mainly reflected lower demand for industrial applications. The decrease in advanced sensors principally was due to lower aftermarket demand.

The 4.3% increase in sales of Advanced Materials principally reflected increased sales volumes of non-U.S. countermeasure devices.

Overall, gross margin was 36.3% and 36.6% for the second fiscal quarter of 2013 and 2012, respectively. Gross profit was $181.4 million and $184.5 million for the second fiscal quarter of 2013 and 2012, respectively.

Avionics & Controls segment gross margin was 36.9% and 37.8% for the second fiscal quarter of 2013 and 2012, respectively. Segment gross profit was $70.8 million compared to $73.7 million in the prior-year period. The decrease in segment gross profit was principally due to lower gross profit on communication systems of $3 million resulting from lower sales volumes of embedded communication intercept receivers and a $3 million decrease in gross profit on sales of avionics systems and control systems. These decreases were partially offset by a $3 million increase in interface technologies due mainly to increased sales volumes and incremental gross profit from the Gamesman acquisition.

Sensors & Systems segment gross margin was 38.2% and 37.3% for the second fiscal quarter of 2013 and 2012, respectively. Segment gross profit was $67.6 million compared to $68.9 million in the prior-year period. The decrease in gross profit was mainly due to lower sales volumes for connection technologies for industrial applications and lower aftermarket sales of advanced sensors. These decreases were partially offset by a $2 million increase in power systems gross profit reflecting improved product mix and cost reduction activities.

Advanced Materials segment gross margin was 32.9% compared to 33.6% for the prior-year period. Segment gross profit was $43.0 million compared to $42.0 million in the prior-year period. The increase in segment gross profit was principally due to higher sales volumes of engineered materials for defense applications.

Selling, general and administrative expenses (which include corporate expenses) totaled $98.3 million, or 19.7% of sales, and $99.0 million, or 19.6% of sales, for the second fiscal quarter of 2013 and 2012, respectively.

Research, development and engineering spending was $25.7 million, or 5.1% of sales, for the second fiscal quarter of 2013 compared with $29.5 million, or 5.9% of sales, for the second fiscal quarter of 2012. The decrease in research, development and engineering spending principally reflects lower spending on avionics systems. Fiscal year 2013 research, development and engineering spending is expected to be in the range of approximately 5% to 5.25% of sales.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the second fiscal quarter of 2013 totaled $73.3 million, or 14.7% of sales, compared with $69.1 million, or 13.7% of sales, for the second fiscal quarter of 2012.

Avionics & Controls segment earnings were $21.5 million, or 11.2% of sales, in the second fiscal quarter of 2013 and $18.3 million, or 9.4% of sales, in the second fiscal quarter of 2012, mainly reflecting a $7 million increase in avionics systems and partially offset by a $3 million decrease in communication systems. Avionics systems earnings benefited from lower spending on research, development and engineering and a $1 million reduction of our allowance for doubtful accounts for Hawker Beechcraft; the prior-year period earnings were impacted by $2.3 million in bad debt expense due to the bankruptcy of Hawker Beechcraft. Communication systems earnings were impacted by decreased gross profit on lower sales of embedded communication intercept receivers.

29

Sensors & Systems segment earnings were $23.2 million, or 13.1% of sales, for the second fiscal quarter of 2013 compared with $24.7 million, or 13.4% of sales, for the second fiscal quarter of 2012, principally reflecting weaker earnings from decreased sales of connection technologies for industrial applications of $3 million, partially offset by stronger earnings from sales of power systems.

Advanced Materials segment earnings were $28.6 million, or 21.9% of sales, for the second fiscal quarter of 2013 compared with $26.2 million, or 20.9% of sales, for the second fiscal quarter of 2012, primarily reflecting a $3 million decrease in operating losses on sales of non-U.S. countermeasure devices, mainly due to a $1.9 million reduction in an estimated liability due to an expected resolution for an asserted claim.

In the second quarter of fiscal 2012, management concluded that all contingencies relating to a dispute between CMC and a former parent company were resolved, and accordingly, we recorded a gain of approximately $11.9 million, or $9.5 million after tax.

Interest expense for the second fiscal quarter of 2013 and 2012 was $11.5 million.

In April 2013, we redeemed the 2017 Notes. In connection with the redemption, we wrote off $1.3 million in unamortized debt issuance costs to interest expense. As a result, we incurred a $3.9 million redemption premium, and terminated our $175.0 million in interest rate swap agreements covering the 2017 Notes, which generated a gain of $2.9 million. The redemption of the 2017 Notes resulted in a $0.9 million net loss on extinguishment of debt.

The income tax rate was 21.0% and 19.7% for the second fiscal quarter of 2013 and 2012, respectively. In the second fiscal quarter of 2012, we recognized $0.3 million of discrete tax expense associated with the accrual of interest on tax reserves. The income tax rate differed from the statutory rate in the second fiscal quarter of 2013 and 2012, as both years benefited from various tax credits and certain foreign interest expense deductions.

To the extent that sales are transacted in a currency other than the functional currency of the operating unit, we are subject to foreign currency fluctuation risk.

We use forward contracts to hedge our foreign currency exchange risk. To the extent that these contracts qualify as hedges under U.S. GAAP, the amount of gain or loss is deferred in Accumulated Other Comprehensive Income (AOCI) until the related sale occurs. Also, we are subject to foreign currency gains or losses from embedded derivatives on backlog denominated in a currency other than the functional currency of our operating companies or its customers. Gains and losses on forward contracts, embedded derivatives, and revaluation of assets and liabilities denominated in a currency other than the functional currency of the Company for the three month periods ended April 26, 2013, and April 27, 2012, are as follows:

(In thousands)	Three Months Ended
	April 26, 2013			April 27, 2012
Forward foreign currency contracts – gain (loss)	$	(2,128	)	$	2,483
Forward foreign currency contracts reclassified from AOCI – gain (loss)		(541	)		542
Embedded derivatives – gain (loss)		773			(224	)
Revaluation of monetary assets/liabilities – gain (loss)		73			(1,714	)
Total	$	(1,823	)	$	1,087

30

Six Month Period Ended April 26, 2013, Compared with Six Month Period Ended April 27, 2012

Sales for the first six months decreased 1.9% over the prior-year period. Sales by segment were as follows:

(In thousands)	Incr./(Decr.)	Six Months Ended
	from prior       year period	April 26,       2013		April 27,       2012
Avionics & Controls	(2.1)%	$	366,700	$	374,597
Sensors & Systems	(2.1)%		348,774		356,355
Advanced Materials	(1.1)%		242,050		244,761
Total Net Sales		$	957,524	$	975,713

The 2.1% decrease in sales of Avionics & Controls reflected decreased sales volumes of avionics systems of $12 million and communication systems of $9 million, partially offset by increased sales volumes of interface technologies. The decrease in avionics systems reflected mainly lower cockpit integration sales for retrofits of military transport aircraft and the T-6B. The decrease in communication systems principally reflected reduced sales of embedded communication intercept receivers. The $12 million increase in interface technologies mainly reflected increased sales for medical and gaming applications of which about 40% of the increase was due to the acquisition of Gamesman.

The 2.1% decrease in sales of Sensors & Systems principally reflected similarly reduced sales volumes of advanced sensors and connection technologies totaling $12 million, partially offset by increased sales volumes of power systems. The decrease in advanced sensors was mainly due to lower aftermarket sales and the decrease in connection technologies was due to reduced demand for industrial applications.

The 1.1% decrease in sales of Advanced Materials principally reflected decreased sales volumes of engineered materials for commercial aviation of $3 million.

Overall, gross margin as a percentage of sales was 35.7% and 35.1% for the first six months of fiscal 2013 and 2012, respectively. Gross profit was $341.7 million and $342.6 million for the first six months of fiscal 2013 and 2012, respectively.

Avionics & Controls segment gross margin was 36.7% and 38.3% for the first six months of fiscal 2013 and 2012, respectively. Segment gross profit was $134.7 million compared to $143.4 million in the prior-year period, reflecting a $12 million decrease on gross profit from sales of avionics systems and communication systems, partially offset by a $3 million increase in control systems and interface technologies. Gross profit on avionics systems decreased $7 million mainly due to lower sales volumes for retrofits for military transport aircraft, the T-6B military trainer cockpit and avionics products for defense applications, as well as a lower recovery of fixed overhead costs due to decreased sales. The decrease in gross profit on communication systems was due to lower demand for embedded communication intercept receivers.

Sensors & Systems segment gross margin was 37.4% and 33.0% for the first six months of fiscal 2013 and 2012, respectively. Segment gross profit was $130.3 million compared to $117.7 million in the prior-year period. The increase in gross profit was mainly due to increased gross profit for connection technologies of $12 million. The prior-year period gross profit of connection technologies was impacted by a $12 million charge due to recording Souriau’s acquired inventory at its fair value.

Advanced Materials segment gross margin was 31.7% for the first six months of fiscal 2013 compared to 33.3% for the same period one year ago. Segment gross profit was $76.8 million compared to $81.5 million in the prior-year period. The decrease in segment gross profit was principally due to a $2 million reduction in gross profit on decreased sales of elastomer materials for commercial aviation. The decrease in gross profit on sales of defense technologies was due to lower sales and production inefficiencies of flare countermeasures.

Selling, general and administrative expenses (which include corporate expenses) totaled $196.9 million, or 20.6% of sales, and $193.6 million, or 19.8% of sales, for the first six months of fiscal 2013 and 2012, respectively. The

31

$3.2 million increase in selling, general and administrative expenses reflects a $6.4 million increase in corporate expense and a reduction in Avionics & Controls. The increase in corporate expense was due to professional fees for regulatory compliance, the cost of opening a corporate office in France and acquisition expenses. The decrease in Avionics & Controls reflected a $1 million reduction of our allowance for doubtful accounts for Hawker Beechcraft; in addition, the prior-year period reflected bad debt expense of $2.3 million due to the bankruptcy of Hawker Beechcraft.

Research, development and engineering spending was $48.7 million, or 5.1% of sales, for the first six months of fiscal 2013 compared with $55.9 million, or 5.7% of sales, for the first six months of fiscal 2012. The decrease in research, development and engineering spending principally reflects lower spending on avionics systems. Fiscal 2013 research, development and engineering spending is expected to be in the range of approximately 5% to 5.25% of sales.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the first six months of fiscal 2013 totaled $128.5 million, or 13.4% of sales, compared with $119.1 million, or 12.2% of sales, for the first six months in fiscal 2012.

Avionics & Controls segment earnings were $40.1 million, or 10.9% of sales, in the first six months of fiscal 2013 and $38.3 million, or 10.2% of sales, in the first six months of fiscal 2012, mainly reflecting a $2 million increase in control systems and a $4 million increase in avionics systems, offset by a comparable decrease in communication systems. Avionics systems earnings in the first six months of fiscal 2013 were impacted by decreased gross profit and benefited from lower spending on research, development and engineering of $7 million; prior year earnings were impacted by $2.3 million in bad debt expense due to the bankruptcy filing of Hawker Beechcraft. Communication systems earnings were mainly impacted by decreased gross profit on lower sales of embedded communication intercept receivers.

Sensors & Systems segment earnings were $42.2 million, or 12.1% of sales, for the first six months of fiscal 2013 compared with $31.5 million, or 8.8% of sales, for the first six months of fiscal 2012, principally reflecting the $12.0 million inventory charge due to recording Souriau’s acquired inventory at its fair value. Sensors & Systems also benefited by strong earnings from increased gross margin of power systems of $3 million, partially offset by weaker earnings from decreased sales of advanced sensors for the aftermarket.

Advanced Materials segment earnings were $46.3 million, or 19.1% of sales, for the first six months of fiscal 2013 compared with $49.2 million, or 20.1% of sales, for the first six months of fiscal 2012, primarily reflecting decreased gross profit on lower sales of engineered materials for commercial aviation applications.

Interest expense for the first six months of fiscal 2013 was $21.9 million compared with $23.0 million for the first six months of fiscal 2012, reflecting lower borrowings.

The income tax rate was 16.2% and 16.7% for the first six months of fiscal 2013 and 2012, respectively. In the first six months of 2013, we recognized $3.6 million of discrete tax benefits principally related to the following items. The first item was approximately $1.5 million of tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. The second item was approximately $2.3 million of tax benefits related to the settlement of U.S. and foreign tax examinations. In the first six months of 2012, we recognized $2.3 million in discrete tax benefits due to a change in French tax laws associated with the holding company structure and the financing of the Souriau acquisition. The income tax rate differed from the statutory rate in the first six months of fiscal 2013 and 2012, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is anticipated that during the third fiscal quarter of 2013, a tax benefit of approximately $4.1 million will be recorded to account for the reduction of net deferred tax liabilities as a result of the proposed enactment of tax laws reducing the U.K. statutory income tax rate.

It is reasonably possible that within the next twelve months approximately $5.1 million of tax benefits associated with research and development tax credits, capital and operating losses that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of a statute of limitations.

32

To the extent that sales are transacted in a currency other than the functional currency of the operating unit, we are subject to foreign currency fluctuation risk. We use forward contracts to hedge our foreign currency exchange risk. To the extent that these contracts qualify as hedges under U.S. GAAP, the amount of gain or loss is deferred in AOCI until the related sale occurs. Also, we are subject to foreign currency gains or losses from embedded derivatives on backlog denominated in a currency other than the functional currency of our operating companies or its customers. Gains and losses on forward contracts, embedded derivatives, and revaluation of assets and liabilities denominated in a currency other than the functional currency of the Company for the six month periods ended April 26, 2013, and April 27, 2012, are as follows:

(In thousands)	Six Months Ended
	April 26, 2013			April 27, 2012
Forward foreign currency contracts – loss	$	(1,758	)	$	(4,272	)
Forward foreign currency contracts reclassified from AOCI – gain (loss)		(631	)		436
Embedded derivatives – gain		1,270			117
Revaluation of monetary assets/liabilities – gain (loss)		(2,394	)		322
Total	$	(3,513	)	$	(3,397	)

New orders for the first six months of fiscal 2013 were $967.7 million compared with $1.0 billion for the same period in 2012. Backlog was $1.3 billion at April 26, 2013, April 27, 2012, and at October 26, 2012.

Liquidity and Capital Resources

Cash and cash equivalents at April 26, 2013, totaled $169.2 million, an increase of $8.5 million from October 26, 2012. Net working capital increased to $644.8 million at April 26, 2013, from $639.3 million at October 26, 2012. Sources and uses of cash flows from operating activities principally consist of cash received from the sale of products and cash payments for material, labor and operating expenses. Cash flows provided by operating activities were $122.7 million and $85.3 million in the first six months of fiscal 2013 and 2012, respectively, reflecting decreased income from operations and increased receipts from customers.

Cash flows used by investing activities were $65.1 million and $25.6 million in the first six months of fiscal 2013 and 2012, respectively. Cash flows used by investing activities in the first six months of fiscal 2013 primarily reflected cash paid for capital expenditures and acquisitions. We purchased Gamesman for approximately $40.7 million, net of cash acquired. Cash flows used by investing activities in the first six months of fiscal 2012 primarily reflected cash paid for capital expenditures.

Cash flows used by financing activities were $46.8 million and $50.4 million in the first six months of fiscal 2013 and 2012, respectively. Cash flows used by financing activities in the first six months of fiscal 2013 primarily reflected proceeds from our new credit facility of $175.0 million and repayment of long-term debt and credit facilities of $237.5 million. Cash flows used by financing activities in the first six months of fiscal 2012 primarily reflected repayment of long-term debt and credit facilities for $68.2 million.

We believe cash on hand and funds generated from operations are adequate to service operating cash requirements and capital expenditures through the next twelve months.

Capital expenditures, consisting of machinery, equipment and computers, are anticipated to be approximately $80 million during fiscal 2013, compared with $49.4 million expended in fiscal 2012.

Total debt at April 26, 2013, was $779.4 million and consisted of $250.0 million of 2020 Notes, $175.0 million of the U.S. Term Loan, $57.2 million (€43.9 million) of the Euro Term Loan, $200.0 million in borrowings under our secured credit facility, $52.0 million of government refundable advances, $44.7 million under capital lease obligations and $0.5 million under our various foreign currency debt agreements and other debt agreements.

33

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. 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 statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risk factors set forth in “Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 26, 2012, that may cause our or the industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included or incorporated by reference into this report are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

Item 3.            Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in our exposure to market risk during the first six months of fiscal 2013. A discussion of our exposure to market risk is provided in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2012.

Item 4.            Controls and Procedures

Our principal executive and financial officers evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 26, 2013. Based upon that evaluation, they concluded as of April 26, 2013, that our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in Securities and Exchange Commission rules and forms. In addition, our principal executive and financial officers concluded as of April 26, 2013, that our disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During the time period covered by this report, there were no significant changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

34

PART II – OTHER INFORMATION

Item 1.            Legal Proceedings

From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe that adequate reserves for these liabilities have been made and that there is no litigation pending that could have a material adverse effect on our results of operations and financial condition.

We are subject to U.S. export laws and regulations, such as the International Traffic in Arms Regulations (ITAR), that generally restrict the export of defense products, technical data and defense services. We have filed voluntary disclosure reports concerning certain U.S. operating units that voluntarily reported certain technical violations of the ITAR to the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State. DDTC, through its Office of Defense Trade Controls Compliance (DDTC Office of Compliance), enforces compliance with the ITAR through administrative charges for certain violations, including by imposition of civil monetary penalties and other administrative sanctions. On May 22, 2013, the DDTC Office of Compliance informed us that, considering the information they currently have concerning our overall history in handling ITAR-controlled transactions, including the substance of our prior voluntary disclosures, and other aspects of certain ITAR compliance errors, it intends to impose civil monetary fines and administrative sanctions. We are currently in discussions with the DDTC Office of Compliance to better understand and respond to its concerns. Resolution of this matter might take the form of a consent agreement that could require payment of a civil monetary fine and commit us to undertake additional remedial compliance measures and program monitoring. Because of the early stage of our discussions with DDTC, we cannot estimate a range of the potential civil monetary fines, administrative sanctions, or other financial obligations associated with remedial actions we might be required to take. Although management cannot be certain of the outcome, management does not believe the final resolution of this matter will have a material adverse effect on our financial position.

Item 5.            Other Information

At our annual meeting of shareholders held on March 6, 2013, our shareholders approved the Esterline Technologies Corporation 2013 Equity Incentive Plan (2013 Plan).

The 2013 Plan will replace the Esterline Technologies Corporation 2004 Equity Incentive Plan (2004 Plan), which has been terminated as to new awards. Outstanding awards under the 2004 Plan will continue to be governed by the terms of the 2004 Plan. Shareholder approval of the 2013 Plan will provide flexibility to grant awards under the 2013 Plan that qualify as “performance-based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

The 2013 Plan authorizes the issuance of 1,500,000 shares of common stock, plus up to an aggregate of 2,640,025 shares authorized for issuance under the 2004 Plan or the Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan (together, Prior Plans) that may become available for issuance under the 2013 Plan to the extent such shares, as of the date of shareholder approval of the 2013 Plan, (a) have not been issued under the Prior Plans and are not subject to outstanding awards under the Prior Plans or (b) are subject to outstanding awards under the Prior Plans but subsequently cease to be subject to such awards (other than by reason of exercise or settlement of the awards in shares). The aggregate number of shares available for issuance under the 2013 Plan will be reduced by 1.9 shares for each share delivered in settlement of awards other than stock options or stock appreciation rights (SARs) and one share for each share delivered in settlement of stock options or SARs. Any shares that again become available for issuance under the 2013 Plan will be added back to the plan as 1.9 shares if such shares were subject to awards other than stock options or SARs and one share if such shares were subject to stock options or SARs.

Our Board of Directors or the Compensation Committee of the Board administers the 2013 Plan, although the Board may delegate concurrent administration of the 2013 Plan to different committees consisting of one or more members of the Board in accordance with the 2013 Plan’s terms. In addition, our Board or Compensation Committee may delegate granting authority to one or more officers of Esterline in accordance with the 2013 Plan’s terms.

35

Employees, officers, directors, consultants, agents, advisors and independent contractors are eligible to receive awards under the 2013 Plan. Awards may consist of stock options, SARs, stock awards, restricted stock, stock units, performance awards or other stock or cash-based awards. The 2013 Plan will expire on March 6, 2023, unless earlier terminated pursuant to the terms of the 2013 Plan.

The description of the 2013 Plan contained in this report is qualified in its entirety by reference to the full text of the 2013 Plan, which was filed with the Securities and Exchange Commission on January 25, 2013, as Annex A to Esterline’s Definitive Proxy Statement on Schedule 14A for the 2013 Annual Meeting of Shareholders and is incorporated herein by reference.

Item 6.	Exhibits
	10.1	Esterline Technologies Corporation 2013 Equity Incentive Plan. (Incorporated herein by reference to Annex A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on January 25, 2013 [Commission File Number 1-6357].)
	10.2	Fourth Amendment dated as of April 8, 2013, among Esterline Technologies Corporation, the Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders and other parties thereto. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 9, 2013 [Commission File Number 1-6357].)
	11	Schedule setting forth computation of basic and diluted earnings per common share for the three and six month periods ended April 26, 2013, and April 27, 2012.
	31.1	Certification of Chief Executive Officer.
	31.2	Certification of Chief Financial Officer.
	32.1	Certification (of R. Bradley Lawrence) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification (of Robert D. George) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase
	101.DEF	XBRL Taxonomy Extension Definition Linkbase
	101.LAB	XBRL Taxonomy Extension Label Linkbase
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase

36

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
	(Registrant)
Dated: May 31, 2013	By:	/s/ Robert D. George
		Robert D. George
		Chief Financial Officer, Vice President, and Corporate Development (Principal Financial Officer)

37

EX-11

EXHIBIT 11

ESTERLINE TECHNOLOGIES CORPORATION

Computation of Basic and Diluted Earnings Per Common Share

For the Three and Six Month Periods Ended April 26, 2013 and April 27, 2012

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	April 26,     2013		April 27,     2012		April 26,     2013		April 27,     2012
Net Sales	$	499,562	$	504,831	$	957,524	$	975,713
Gross Margin		181,376		184,523		341,721		342,604
Net Earnings Attributable to Esterline	$	35,522	$	45,191	$	60,633	$	67,979
Basic
Weighted Average Number of Shares Outstanding		31,100		30,669		31,002		30,650
Earnings Per Share Attributable to Esterline – Basic	$	1.14	$	1.47	$	1.96	$	2.22
Diluted
Weighted Average Number of Shares Outstanding		31,100		30,669		31,002		30,650
Net Shares Assumed to be Issued for Stock Options		596		650		557		588
Weighted Average Number of Shares and Equivalent Shares Outstanding – Diluted		31,696		31,319		31,559		31,238
Earnings Per Share Attributable to Esterline – Diluted	$	1.12	$	1.44	$	1.92	$	2.18

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, R. Bradley Lawrence, certify that:

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

2.    Based on my knowledge, this 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 report.

3.    Based on my knowledge, the financial statements, and other financial information included in this 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 report.

4.    The registrant’s other certifying officer(s) 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 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 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 (the registrant’s fourth quarter in the case of an annual report) 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(s) 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 registrant’s board of directors (or persons performing the equivalent function):

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.

Dated: May 31, 2013	By:	/s/ R. Bradley Lawrence
		R. Bradley Lawrence
		Chairman, President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Robert D. George, certify that:

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

2.    Based on my knowledge, this 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 report.

3.    Based on my knowledge, the financial statements, and other financial information included in this 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 report.

4.    The registrant’s other certifying officer(s) 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 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 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 (the registrant’s fourth quarter in the case of an annual report) 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(s) 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 registrant’s board of directors (or persons performing the equivalent function):

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.

Dated: May 31, 2013	By:	/s/ Robert D. George
		Robert D. George
		Chief Financial Officer, Vice President, and Corporate Development (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Esterline Technologies Corporation (the “Company”) on Form 10-Q for the period ended April 26, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, R. Bradley Lawrence, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 31, 2013	By:	/s/ R. Bradley Lawrence
		R. Bradley Lawrence
		Chairman, President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Esterline Technologies Corporation (the “Company”) on Form 10-Q for the period ended April 26, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Robert D. George, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 31, 2013	By:	/s/ Robert D. George
		Robert D. George
		Chief Financial Officer, Vice President, and Corporate Development

XML

Schedule of Net Periodic Post-Retirement Costs (Detail) (Other Postretirement Benefit Plans, Defined Benefit, USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Other Postretirement Benefit Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 254	$ 105	$ 513	$ 207
Interest cost	186	166	376	329
Amortization of prior service cost	(17)	0	(34)	0
Amortization of actuarial loss (gain)	8	(7)	16	(14)
Net Periodic Cost	$ 431	$ 264	$ 871	$ 522

XML

Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$ 61,599	$ 68,393
Depreciation & amortization	56,288	54,848
Deferred income taxes	(5,676)	(15,200)
Share-based compensation	5,658	5,887
Gain on sale of capital assets	(695)	(155)
Gain on settlement of contingency	0	(11,891)
Working capital changes, net of effect of acquisitions:
Accounts receivable	41,591	1,962
Inventories	(18,279)	(17,394)
Prepaid expenses	(1,974)	(6,116)
Other current assets	(281)	957
Accounts payable	422	(1,964)
Accrued liabilities	(13,587)	2,935
Federal & foreign income taxes	(2,808)	6,502
Other liabilities	(3,212)	(5,531)
Other, net	3,638	2,069
Net Cash Provided (Used) by Operating Activities	122,684	85,302
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(25,085)	(25,777)
Proceeds from sale of capital assets	695	155
Acquisitions of business, net of cash acquired	(40,689)	0
Net cash provided by (used in) investing activities	(65,079)	(25,622)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans	15,201	3,537
Excess tax benefits from stock options exercised	1,820	221
Proceeds from long-term credit facilities	175,000	0
Repayment of long-term debt	(197,458)	(8,236)
Repayment of credit facilities	(40,000)	(60,000)
Proceeds from government assistance	0	14,048
Dividends paid to noncontrolling interests	(962)	0
Debt and other issuance costs	(453)	0
Net change in intercompany financing	0	0
Net Cash Provided (Used) by Financing Activities	(46,852)	(50,430)
Effect of foreign exchange rates on cash	(2,251)	(3,190)
Net Increase (Decrease) in Cash and Cash Equivalents	8,502	6,060
Cash and Cash Equivalents - Beginning of Period	160,675	185,035
Cash and Cash Equivalents - End of Period	169,177	191,095
Parent
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	61,599	68,393
Depreciation & amortization	0	0
Deferred income taxes	13,077	(1,428)
Share-based compensation	0	0
Gain on sale of capital assets	0	0
Gain on settlement of contingency	0	0
Working capital changes, net of effect of acquisitions:
Accounts receivable	(682)	(50)
Inventories	0	0
Prepaid expenses	(63)	(57)
Other current assets	42	4
Accounts payable	122	515
Accrued liabilities	(3,117)	1,590
Federal & foreign income taxes	2,831	8,144
Other liabilities	7,824	3,862
Other, net	1,284	(39)
Net Cash Provided (Used) by Operating Activities	82,917	80,934
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(35)	(731)
Proceeds from sale of capital assets	0	0
Acquisitions of business, net of cash acquired	0	0
Net cash provided by (used in) investing activities	(35)	(731)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans	15,201	3,537
Excess tax benefits from stock options exercised	1,820	221
Proceeds from long-term credit facilities	175,000	0
Repayment of long-term debt	(175,000)	0
Repayment of credit facilities	(40,000)	(60,000)
Proceeds from government assistance	0	0
Dividends paid to noncontrolling interests	0	0
Debt and other issuance costs	(453)	0
Net change in intercompany financing	(65,217)	(63,495)
Net Cash Provided (Used) by Financing Activities	(88,649)	(119,737)
Effect of foreign exchange rates on cash	(5)	2
Net Increase (Decrease) in Cash and Cash Equivalents	(5,772)	(39,532)
Cash and Cash Equivalents - Beginning of Period	16,770	49,837
Cash and Cash Equivalents - End of Period	10,998	10,305
Guarantor Subsidiaries
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	46,563	64,276
Depreciation & amortization	20,776	19,390
Deferred income taxes	(325)	(65)
Share-based compensation	2,360	2,436
Gain on sale of capital assets	(308)	(83)
Gain on settlement of contingency	0	0
Working capital changes, net of effect of acquisitions:
Accounts receivable	10,653	12,217
Inventories	(8,887)	(13,312)
Prepaid expenses	(1,519)	(1,527)
Other current assets	415	(83)
Accounts payable	(506)	(1,406)
Accrued liabilities	(2,171)	(5,751)
Federal & foreign income taxes	(2,467)	(1,546)
Other liabilities	(7,058)	(7,841)
Other, net	5,789	562
Net Cash Provided (Used) by Operating Activities	63,315	67,267
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(8,495)	(13,024)
Proceeds from sale of capital assets	308	83
Acquisitions of business, net of cash acquired	0	0
Net cash provided by (used in) investing activities	(8,187)	(12,941)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans	0	0
Excess tax benefits from stock options exercised	0	0
Proceeds from long-term credit facilities	0	0
Repayment of long-term debt	(165)	(206)
Repayment of credit facilities	0	0
Proceeds from government assistance	0	0
Dividends paid to noncontrolling interests	0	0
Debt and other issuance costs	0	0
Net change in intercompany financing	(54,969)	(55,689)
Net Cash Provided (Used) by Financing Activities	(55,134)	(55,895)
Effect of foreign exchange rates on cash	(9)	3
Net Increase (Decrease) in Cash and Cash Equivalents	(15)	(1,566)
Cash and Cash Equivalents - Beginning of Period	1,324	13,450
Cash and Cash Equivalents - End of Period	1,309	11,884
Non-Guarantor Subsidiaries
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	22,787	20,973
Depreciation & amortization	35,512	35,458
Deferred income taxes	(18,428)	(13,707)
Share-based compensation	3,298	3,451
Gain on sale of capital assets	(387)	(72)
Gain on settlement of contingency	0	(11,891)
Working capital changes, net of effect of acquisitions:
Accounts receivable	31,620	(10,205)
Inventories	(9,392)	(4,082)
Prepaid expenses	(392)	(4,532)
Other current assets	(738)	1,036
Accounts payable	806	(1,073)
Accrued liabilities	(8,299)	7,096
Federal & foreign income taxes	(3,172)	(96)
Other liabilities	(3,978)	(1,552)
Other, net	(3,435)	1,546
Net Cash Provided (Used) by Operating Activities	45,802	22,350
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(16,555)	(12,022)
Proceeds from sale of capital assets	387	72
Acquisitions of business, net of cash acquired	(40,689)	0
Net cash provided by (used in) investing activities	(56,857)	(11,950)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans	0	0
Excess tax benefits from stock options exercised	0	0
Proceeds from long-term credit facilities	0	0
Repayment of long-term debt	(22,293)	(8,030)
Repayment of credit facilities	0	0
Proceeds from government assistance	0	14,048
Dividends paid to noncontrolling interests	(962)	0
Debt and other issuance costs	0	0
Net change in intercompany financing	50,836	33,935
Net Cash Provided (Used) by Financing Activities	27,581	39,953
Effect of foreign exchange rates on cash	(2,237)	(3,195)
Net Increase (Decrease) in Cash and Cash Equivalents	14,289	47,158
Cash and Cash Equivalents - Beginning of Period	142,581	121,748
Cash and Cash Equivalents - End of Period	156,870	168,906
Consolidation, Eliminations
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	(69,350)	(85,249)
Depreciation & amortization	0	0
Deferred income taxes	0	0
Share-based compensation	0	0
Gain on sale of capital assets	0	0
Gain on settlement of contingency	0	0
Working capital changes, net of effect of acquisitions:
Accounts receivable	0	0
Inventories	0	0
Prepaid expenses	0	0
Other current assets	0	0
Accounts payable	0	0
Accrued liabilities	0	0
Federal & foreign income taxes	0	0
Other liabilities	0	0
Other, net	0	0
Net Cash Provided (Used) by Operating Activities	(69,350)	(85,249)
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	0	0
Proceeds from sale of capital assets	0	0
Acquisitions of business, net of cash acquired	0	0
Net cash provided by (used in) investing activities	0	0
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans	0	0
Excess tax benefits from stock options exercised	0	0
Proceeds from long-term credit facilities	0	0
Repayment of long-term debt	0	0
Repayment of credit facilities	0	0
Proceeds from government assistance	0	0
Dividends paid to noncontrolling interests	0	0
Debt and other issuance costs	0	0
Net change in intercompany financing	69,350	85,249
Net Cash Provided (Used) by Financing Activities	69,350	85,249
Effect of foreign exchange rates on cash	0	0
Net Increase (Decrease) in Cash and Cash Equivalents	0	0
Cash and Cash Equivalents - Beginning of Period	0	0
Cash and Cash Equivalents - End of Period	$ 0	$ 0

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Condensed Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Apr. 26, 2013	Oct. 26, 2012	Apr. 27, 2012	Oct. 28, 2011
Current Assets
Cash and cash equivalents	$ 169,177	$ 160,675	$ 191,095	$ 185,035
Cash in escrow	4,017	5,016
Accounts receivable, net	340,548	383,362
Inventories	429,961	409,837
Income tax refundable	7,170	4,832
Deferred income tax benefits	46,046	46,000
Prepaid expenses	23,310	21,340
Other current assets	3,614	4,631
Total Current Assets	1,023,843	1,035,693
Property, Plant & Equipment, Net	351,561	356,401
Goodwill	1,107,514	1,098,962
Intangibles, Net	595,207	609,045
Debt Issuance Costs, Net	7,063	8,818
Deferred Income Tax Benefits	94,477	97,952
Other Assets	7,921	20,246
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	0	0
Total Assets	3,187,586	3,227,117
Current Liabilities
Accounts payable	111,399	108,689
Accrued liabilities	240,689	269,553
Current maturities of long-term debt	20,844	10,610
Deferred income tax liabilities	3,184	5,125
Federal and foreign income taxes	2,886	2,369
Total Current Liabilities	379,002	396,346
Credit facilities	200,000	240,000
Long-Term Debt, Net	558,586	598,060
Deferred Income Tax Liabilities	201,175	205,198
Pension and Post- Retirement Obligations	133,073	132,074
Other Liabilities	34,243	34,904
Amounts Due To (From) Subsidiaries	0	0
Shareholders' Equity	1,681,507	1,620,535
Total Liabilities and Shareholders' Equity	3,187,586	3,227,117
Parent
Current Assets
Cash and cash equivalents	10,998	16,770	10,305	49,837
Cash in escrow	4,017	5,016
Accounts receivable, net	863	181
Inventories	0	0
Income tax refundable	0	0
Deferred income tax benefits	24,727	22,874
Prepaid expenses	139	76
Other current assets	92	134
Total Current Assets	40,836	45,051
Property, Plant & Equipment, Net	2,003	2,811
Goodwill	0	0
Intangibles, Net	0	0
Debt Issuance Costs, Net	5,928	7,508
Deferred Income Tax Benefits	34,824	36,610
Other Assets	(70)	8,082
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	2,515,545	2,457,859
Total Assets	2,599,066	2,557,921
Current Liabilities
Accounts payable	2,066	1,944
Accrued liabilities	14,014	17,495
Current maturities of long-term debt	8,750	0
Deferred income tax liabilities	1,233	213
Federal and foreign income taxes	794	(3,418)
Total Current Liabilities	26,857	16,234
Credit facilities	200,000	240,000
Long-Term Debt, Net	416,250	429,152
Deferred Income Tax Liabilities	59,389	46,730
Pension and Post- Retirement Obligations	20,183	20,507
Other Liabilities	8,377	5,189
Amounts Due To (From) Subsidiaries	186,503	179,574
Shareholders' Equity	1,681,507	1,620,535
Total Liabilities and Shareholders' Equity	2,599,066	2,557,921
Guarantor Subsidiaries
Current Assets
Cash and cash equivalents	1,309	1,324	11,884	13,450
Cash in escrow	0	0
Accounts receivable, net	129,978	140,631
Inventories	168,460	159,573
Income tax refundable	7,170	4,832
Deferred income tax benefits	137	105
Prepaid expenses	6,910	5,391
Other current assets	137	552
Total Current Assets	314,101	312,408
Property, Plant & Equipment, Net	158,590	161,998
Goodwill	313,552	314,641
Intangibles, Net	119,113	126,142
Debt Issuance Costs, Net	0	0
Deferred Income Tax Benefits	2	(283)
Other Assets	1,495	1,561
Amounts Due From (To) Subsidiaries	536,983	491,143
Investment in Subsidiaries	934,659	1,179,938
Total Assets	2,378,495	2,587,548
Current Liabilities
Accounts payable	25,845	26,351
Accrued liabilities	75,932	79,103
Current maturities of long-term debt	195	174
Deferred income tax liabilities	(8)	(1)
Federal and foreign income taxes	(22,903)	(23,822)
Total Current Liabilities	79,061	81,805
Credit facilities	0	0
Long-Term Debt, Net	44,004	44,107
Deferred Income Tax Liabilities	(8)	(7)
Pension and Post- Retirement Obligations	47,828	54,886
Other Liabilities	194	4,194
Amounts Due To (From) Subsidiaries	0	0
Shareholders' Equity	2,207,416	2,402,563
Total Liabilities and Shareholders' Equity	2,378,495	2,587,548
Non-Guarantor Subsidiaries
Current Assets
Cash and cash equivalents	156,870	142,581	168,906	121,748
Cash in escrow	0	0
Accounts receivable, net	209,707	242,550
Inventories	261,501	250,264
Income tax refundable	0	0
Deferred income tax benefits	21,182	23,021
Prepaid expenses	16,261	15,873
Other current assets	3,385	3,945
Total Current Assets	668,906	678,234
Property, Plant & Equipment, Net	190,968	191,592
Goodwill	793,962	784,321
Intangibles, Net	476,094	482,903
Debt Issuance Costs, Net	1,135	1,310
Deferred Income Tax Benefits	59,651	61,625
Other Assets	6,496	10,603
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	159,661	170,223
Total Assets	2,356,873	2,380,811
Current Liabilities
Accounts payable	83,488	80,394
Accrued liabilities	150,743	172,955
Current maturities of long-term debt	11,899	10,436
Deferred income tax liabilities	1,959	4,913
Federal and foreign income taxes	24,995	29,609
Total Current Liabilities	273,084	298,307
Credit facilities	0	0
Long-Term Debt, Net	98,332	124,801
Deferred Income Tax Liabilities	141,794	158,475
Pension and Post- Retirement Obligations	65,062	56,681
Other Liabilities	25,672	25,521
Amounts Due To (From) Subsidiaries	414,200	369,962
Shareholders' Equity	1,338,729	1,347,064
Total Liabilities and Shareholders' Equity	2,356,873	2,380,811
Consolidation, Eliminations
Current Assets
Cash and cash equivalents	0	0	0	0
Cash in escrow	0	0
Accounts receivable, net	0	0
Inventories	0	0
Income tax refundable	0	0
Deferred income tax benefits	0	0
Prepaid expenses	0	0
Other current assets	0	0
Total Current Assets	0	0
Property, Plant & Equipment, Net	0	0
Goodwill	0	0
Intangibles, Net	0	0
Debt Issuance Costs, Net	0	0
Deferred Income Tax Benefits	0	0
Other Assets	0	0
Amounts Due From (To) Subsidiaries	(536,983)	(491,143)
Investment in Subsidiaries	(3,609,865)	(3,808,020)
Total Assets	(4,146,848)	(4,299,163)
Current Liabilities
Accounts payable	0	0
Accrued liabilities	0	0
Current maturities of long-term debt	0	0
Deferred income tax liabilities	0	0
Federal and foreign income taxes	0	0
Total Current Liabilities	0	0
Credit facilities	0	0
Long-Term Debt, Net	0	0
Deferred Income Tax Liabilities	0	0
Pension and Post- Retirement Obligations	0	0
Other Liabilities	0	0
Amounts Due To (From) Subsidiaries	(600,703)	(549,536)
Shareholders' Equity	(3,546,145)	(3,749,627)
Total Liabilities and Shareholders' Equity	$ (4,146,848)	$ (4,299,163)

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Schedule of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	Apr. 26, 2013	Oct. 26, 2012
Comprehensive Income (Loss) [Line Items]
Net unrealized gain on derivative contracts	$ 37	$ 1,623
Pension and post-retirement obligations	(97,204)	(99,179)
Currency translation adjustment	(10,492)	12,272
Total accumulated other comprehensive loss	$ (107,659)	$ (85,284)

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Fair Value Measurements (Tables)

6 Months Ended

Apr. 26, 2013

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy at April 26, 2013, and October 26, 2012.

(In thousands)	Level 2
	April 26, 2013		October 26, 2012
Assets:
Derivative contracts designated as hedging instruments	$	1,878	$	7,753
Derivative contracts not designated as hedging instruments		903		1,387
Embedded derivatives		930		51
Liabilities:
Derivative contracts designated as hedging instruments	$	2,474	$	2,143
Derivative contracts not designated as hedging instruments		1,624		361
Embedded derivatives		43		470

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Derivative Financial Instruments - Additional Information (Detail) In Millions, unless otherwise specified	6 Months Ended						6 Months Ended		1 Months Ended
	Apr. 26, 2013 USD ($)	Apr. 27, 2012 USD ($)	Oct. 26, 2012 USD ($)	Jul. 31, 2011 EUR (€)	Nov. 30, 2010 USD ($)	Apr. 26, 2013 U.S. Term Loan USD ($)	Apr. 26, 2013 Swap Termination USD ($)	Apr. 26, 2013 Swap Termination U.S. Term Loan USD ($)	Nov. 30, 2010 One Seventy Five Million Interest Rate Swap Agreement USD ($)
Derivative [Line Items]
Outstanding foreign currency forward exchange contracts	$ 359.3		$ 358.4
Amount of interest rate swap agreement									175.0
Senior Notes					175.0
Senior Notes maturity year									2017
Fixed interest rate									6.625%
Issuance of debt						175.0		175.0
Gain on the Swap Termination							2.9
Amount of term loan				125.0
Gain (loss) on foreign currency forward exchange contracts not designated as an accounting hedge	1.8	4.3
Reclassification of net loss into earnings	$ 0.1
Maximum duration of foreign currency cash flow hedge	24 months

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Schedule of Fair Value of Option Granted using Black-Scholes Pricing Model (Detail) (USD $)	6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012
Employee Sharesave Scheme
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Volatility	36.97%	38.96%
Risk-free interest rate	0.40%	0.38%
Expected life (years)	3 years	3 years
Dividends	$ 0	$ 0
Equity Incentive Plan
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Dividends	$ 0	$ 0
Volatility, minimum	41.89%	41.62%
Volatility, maximum	44.25%	44.29%
Risk-free interest rate, minimum	0.79%	0.91%
Risk-free interest rate, maximum	1.88%	2.11%
Equity Incentive Plan | Minimum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected life (years)	4 years 6 months	4 years 6 months
Equity Incentive Plan | Maximum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected life (years)	9 years 6 months	9 years 6 months

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Condensed Consolidating Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Guarantor Obligations [Line Items]
Net Sales	$ 499,562	$ 504,831	$ 957,524	$ 975,713
Cost of Sales	318,186	320,308	615,803	633,109
Gross Profit	181,376	184,523	341,721	342,604
Expenses
Selling, general and administrative	98,278	98,950	196,889	193,647
Research, development and engineering	25,658	29,545	48,734	55,940
Gain on settlement of contingency	0	(11,891)	0	(11,891)
Total Expenses	123,936	116,604	245,623	237,696
Operating Earnings	57,440	67,919	96,098	104,908
Interest Income	(148)	(116)	(249)	(211)
Interest Expense	11,482	11,484	21,926	23,012
Loss on Extinguishment of Debt	946	0	946	0
Earnings (Loss) Before Income Taxes	45,160	56,551	73,475	82,107
Income Tax Expense (Benefit)	9,482	11,138	11,876	13,714
Earnings (Loss) Including Noncontrolling Interests	35,678	45,413	61,599	68,393
Earnings Attributable to Noncontrolling Interests	(156)	(222)	(966)	(414)
Earnings (Loss) Attributable to Esterline	35,522	45,191	60,633	67,979
Equity in Net Earnings of Consolidated Subsidiaries	0	0	0	0
Net Earnings (Loss) Attributable to Esterline	35,522	45,191	60,633	67,979
Parent
Guarantor Obligations [Line Items]
Net Sales	0	0	0	0
Cost of Sales	0	0	0	0
Gross Profit	0	0	0	0
Expenses
Selling, general and administrative	0	0	0	0
Research, development and engineering	0	0	0	0
Gain on settlement of contingency	0	0	0	0
Total Expenses	0	0	0	0
Operating Earnings	0	0	0	0
Interest Income	(3,992)	(3,508)	(7,652)	(6,985)
Interest Expense	9,152	8,829	17,233	17,663
Loss on Extinguishment of Debt	946	0	946	0
Earnings (Loss) Before Income Taxes	(6,106)	(5,321)	(10,527)	(10,678)
Income Tax Expense (Benefit)	(1,273)	(1,032)	(2,223)	(2,029)
Earnings (Loss) Including Noncontrolling Interests	(4,833)	(4,289)	(8,304)	(8,649)
Earnings Attributable to Noncontrolling Interests	0	0	0	0
Earnings (Loss) Attributable to Esterline	(4,833)	(4,289)	(8,304)	(8,649)
Equity in Net Earnings of Consolidated Subsidiaries	40,355	49,480	68,937	76,628
Net Earnings (Loss) Attributable to Esterline	35,522	45,191	60,633	67,979
Guarantor Subsidiaries
Guarantor Obligations [Line Items]
Net Sales	230,311	229,502	437,010	443,745
Cost of Sales	141,178	139,823	273,044	275,182
Gross Profit	89,133	89,679	163,966	168,563
Expenses
Selling, general and administrative	39,105	36,884	74,836	71,777
Research, development and engineering	13,706	13,942	24,764	25,018
Gain on settlement of contingency	0	0	0	0
Total Expenses	52,811	50,826	99,600	96,795
Operating Earnings	36,322	38,853	64,366	71,768
Interest Income	(1,978)	(3,684)	(3,695)	(7,378)
Interest Expense	6,646	6,637	12,967	13,217
Loss on Extinguishment of Debt	0	0	0	0
Earnings (Loss) Before Income Taxes	31,654	35,900	55,094	65,929
Income Tax Expense (Benefit)	6,468	6,991	8,914	10,364
Earnings (Loss) Including Noncontrolling Interests	25,186	28,909	46,180	55,565
Earnings Attributable to Noncontrolling Interests	0	0	0	0
Earnings (Loss) Attributable to Esterline	25,186	28,909	46,180	55,565
Equity in Net Earnings of Consolidated Subsidiaries	(275)	(1,383)	383	8,711
Net Earnings (Loss) Attributable to Esterline	24,911	27,526	46,563	64,276
Non-Guarantor Subsidiaries
Guarantor Obligations [Line Items]
Net Sales	270,151	276,154	522,321	533,397
Cost of Sales	177,908	181,310	344,566	359,356
Gross Profit	92,243	94,844	177,755	174,041
Expenses
Selling, general and administrative	59,173	62,066	122,053	121,870
Research, development and engineering	11,952	15,603	23,970	30,922
Gain on settlement of contingency	0	(11,891)	0	(11,891)
Total Expenses	71,125	65,778	146,023	140,901
Operating Earnings	21,118	29,066	31,732	33,140
Interest Income	(13,136)	(15,907)	(27,824)	(33,398)
Interest Expense	14,642	19,001	30,648	39,682
Loss on Extinguishment of Debt	0	0	0	0
Earnings (Loss) Before Income Taxes	19,612	25,972	28,908	26,856
Income Tax Expense (Benefit)	4,287	5,179	5,185	5,379
Earnings (Loss) Including Noncontrolling Interests	15,325	20,793	23,723	21,477
Earnings Attributable to Noncontrolling Interests	(156)	(222)	(966)	(414)
Earnings (Loss) Attributable to Esterline	15,169	20,571	22,757	21,063
Equity in Net Earnings of Consolidated Subsidiaries	30	2,800	30	(90)
Net Earnings (Loss) Attributable to Esterline	15,199	23,371	22,787	20,973
Consolidation, Eliminations
Guarantor Obligations [Line Items]
Net Sales	(900)	(825)	(1,807)	(1,429)
Cost of Sales	(900)	(825)	(1,807)	(1,429)
Gross Profit	0	0	0	0
Expenses
Selling, general and administrative	0	0	0	0
Research, development and engineering	0	0	0	0
Gain on settlement of contingency	0	0	0	0
Total Expenses	0	0	0	0
Operating Earnings	0	0	0	0
Interest Income	18,958	22,983	38,922	47,550
Interest Expense	(18,958)	(22,983)	(38,922)	(47,550)
Loss on Extinguishment of Debt	0	0	0	0
Earnings (Loss) Before Income Taxes	0	0	0	0
Income Tax Expense (Benefit)	0	0	0	0
Earnings (Loss) Including Noncontrolling Interests	0	0	0	0
Earnings Attributable to Noncontrolling Interests	0	0	0	0
Earnings (Loss) Attributable to Esterline	0	0	0	0
Equity in Net Earnings of Consolidated Subsidiaries	(40,110)	(50,897)	(69,350)	(85,249)
Net Earnings (Loss) Attributable to Esterline	$ (40,110)	$ (50,897)	$ (69,350)	$ (85,249)

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Earnings Per Share

6 Months Ended

Apr. 26, 2013

Earnings Per Share

4. Basic earnings per share is computed on the basis of the weighted average number of shares outstanding during the year. Diluted earnings per share includes the dilutive effect of stock options and restricted stock units. Common shares issuable from share-based compensation plans that were excluded from the calculation of diluted earnings per share because they were anti-dilutive were 249,900 and 531,600 in the second fiscal quarter of 2013 and 2012, respectively. Shares used for calculating earnings per share are disclosed in the following table.

(In thousands)	Three Months Ended				Six Months Ended
	April 26, 2013		April 27, 2012		April 26, 2013		April 27, 2012
Shares Used for Basic Earnings Per Share		31,100		30,669		31,002		30,650
Shares Used for Diluted Earnings Per Share		31,696		31,319		31,559		31,238

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Fair Values of Derivative Instruments in Consolidated Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Apr. 26, 2013	Oct. 26, 2012
Other Current Assets
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, assets	$ 2,173	$ 3,694
Embedded Derivative Instruments, assets	772	51
Other Assets
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, assets	608	1,294
Embedded Derivative Instruments, assets	158	0
Accrued Liabilities
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, liabilities	2,601	2,228
Embedded Derivative Instruments, liabilities	43	148
Other Liabilities
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, liabilities	1,497	276
Embedded Derivative Instruments, liabilities	0	322
Long Term Debt, Net Of Current Maturities
Derivatives, Fair Value [Line Items]
Interest Rate Swaps, liabilities	$ 0	$ 4,152

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Basic Earning Per Share - Additional Information (Detail)	3 Months Ended
	Apr. 26, 2013	Apr. 27, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of earnings per share	249,900	531,600

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Guarantors (Tables)

6 Months Ended

Apr. 26, 2013

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet as of April 26, 2013.

(In thousands)
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	10,998		$	1,309	$	156,870	$	0		$	169,177
Cash in escrow		4,017			0		0		0			4,017
Accounts receivable, net		863			129,978		209,707		0			340,548
Inventories		0			168,460		261,501		0			429,961
Income tax refundable		0			7,170		0		0			7,170
Deferred income tax benefits		24,727			137		21,182		0			46,046
Prepaid expenses		139			6,910		16,261		0			23,310
Other current assets		92			137		3,385		0			3,614
Total Current Assets		40,836			314,101		668,906		0			1,023,843
Property, Plant & Equipment, Net		2,003			158,590		190,968		0			351,561
Goodwill		0			313,552		793,962		0			1,107,514
Intangibles, Net		0			119,113		476,094		0			595,207
Debt Issuance Costs, Net		5,928			0		1,135		0			7,063
Deferred Income Tax Benefits		34,824			2		59,651		0			94,477
Other Assets		(70	)		1,495		6,496		0			7,921
Amounts Due From (To) Subsidiaries		0			536,983		0		(536,983	)		0
Investment in Subsidiaries		2,515,545			934,659		159,661		(3,609,865	)		0
Total Assets	$	2,599,066		$	2,378,495	$	2,356,873	$	(4,146,848	)	$	3,187,586

(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	2,066	$	25,845		$	83,488	$	0		$	111,399
Accrued liabilities		14,014		75,932			150,743		0			240,689
Current maturities of long-term debt		8,750		195			11,899		0			20,844
Deferred income tax liabilities		1,233		(8	)		1,959		0			3,184
Federal and foreign income taxes		794		(22,903	)		24,995		0			2,886
Total Current Liabilities		26,857		79,061			273,084		0			379,002
Credit Facilities		200,000		0			0		0			200,000
Long-Term Debt, Net		416,250		44,004			98,332		0			558,586
Deferred Income Tax Liabilities		59,389		(8	)		141,794		0			201,175
Pension and Post- Retirement Obligations		20,183		47,828			65,062		0			133,073
Other Liabilities		8,377		194			25,672		0			34,243
Amounts Due To (From) Subsidiaries		186,503		0			414,200		(600,703	)		0
Shareholders’ Equity		1,681,507		2,207,416			1,338,729		(3,546,145	)		1,681,507
Total Liabilities and Shareholders’ Equity	$	2,599,066	$	2,378,495		$	2,356,873	$	(4,146,848	)	$	3,187,586

Condensed Consolidating Balance Sheet as of October 26, 2012.

(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	16,770	$	1,324		$	142,581	$	0		$	160,675
Cash in escrow		5,016		0			0		0			5,016
Accounts receivable, net		181		140,631			242,550		0			383,362
Inventories		0		159,573			250,264		0			409,837
Income tax refundable		0		4,832			0		0			4,832
Deferred income tax benefits		22,874		105			23,021		0			46,000
Prepaid expenses		76		5,391			15,873		0			21,340
Other current assets		134		552			3,945		0			4,631
Total Current Assets		45,051		312,408			678,234		0			1,035,693
Property, Plant & Equipment, Net		2,811		161,998			191,592		0			356,401
Goodwill		0		314,641			784,321		0			1,098,962
Intangibles, Net		0		126,142			482,903		0			609,045
Debt Issuance Costs, Net		7,508		0			1,310		0			8,818
Deferred Income Tax Benefits		36,610		(283	)		61,625		0			97,952
Other Assets		8,082		1,561			10,603		0			20,246
Amounts Due From (To) Subsidiaries		0		491,143			0		(491,143	)		0
Investment in Subsidiaries		2,457,859		1,179,938			170,223		(3,808,020	)		0
Total Assets	$	2,557,921	$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117

(In thousands)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,944		$	26,351		$	80,394	$	0		$	108,689
Accrued liabilities		17,495			79,103			172,955		0			269,553
Current maturities of long-term debt		0			174			10,436		0			10,610
Deferred income tax liabilities		213			(1	)		4,913		0			5,125
Federal and foreign income taxes		(3,418	)		(23,822	)		29,609		0			2,369
Total Current Liabilities		16,234			81,805			298,307		0			396,346
Credit Facilities		240,000			0			0		0			240,000
Long-Term Debt, Net		429,152			44,107			124,801		0			598,060
Deferred Income Tax Liabilities		46,730			(7	)		158,475		0			205,198
Pension and Post-Retirement Obligations		20,507			54,886			56,681		0			132,074
Other Liabilities		5,189			4,194			25,521		0			34,904
Amounts Due To (From) Subsidiaries		179,574			0			369,962		(549,536	)		0
Shareholders’ Equity		1,620,535			2,402,563			1,347,064		(3,749,627	)		1,620,535
Total Liabilities and Shareholders’ Equity	$	2,557,921		$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations for the three month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	230,311		$	270,151		$	(900	)	$	499,562
Cost of Sales		0			141,178			177,908			(900	)		318,186
		0			89,133			92,243			0			181,376
Expenses
Selling, general and administrative		0			39,105			59,173			0			98,278
Research, development and engineering		0			13,706			11,952			0			25,658
Gain on settlement of contingency		0			0			0			0			0
Total Expenses		0			52,811			71,125			0			123,936
Operating Earnings		0			36,322			21,118			0			57,440
Interest Income		(3,992	)		(1,978	)		(13,136	)		18,958			(148	)
Interest Expense		9,152			6,646			14,642			(18,958	)		11,482
Loss on Extinguishment of Debt		946			0			0			0			946
Earnings (Loss) Before Income Taxes		(6,106	)		31,654			19,612			0			45,160
Income Tax Expense (Benefit)		(1,273	)		6,468			4,287			0			9,482
Earnings (Loss) Including Noncontrolling Interests		(4,833	)		25,186			15,325			0			35,678
Earnings Attributable to Noncontrolling Interests		0			0			(156	)		0			(156	)
Earnings (Loss) Attributable to Esterline		(4,833	)		25,186			15,169			0			35,522
Equity in Net Earnings of Consolidated Subsidiaries		40,355			(275	)		30			(40,110	)		0
Net Earnings (Loss) Attributable to Esterline	$	35,522		$	24,911		$	15,199		$	(40,110	)	$	35,522

Condensed Consolidating Statement of Operations for the six month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor        Subsidiaries			Eliminations			Total
Net Sales	$	0		$	437,010		$	522,321		$	(1,807	)	$	957,524
Cost of Sales		0			273,044			344,566			(1,807	)		615,803
		0			163,966			177,755			0			341,721
Expenses
Selling, general and administrative		0			74,836			122,053			0			196,889
Research, development and engineering		0			24,764			23,970			0			48,734
Gain on settlement of contingency		0			0			0			0			0
Total Expenses		0			99,600			146,023			0			245,623
Operating Earnings		0			64,366			31,732			0			96,098
Interest Income		(7,652	)		(3,695	)		(27,824	)		38,922			(249	)
Interest Expense		17,233			12,967			30,648			(38,922	)		21,926
Loss on Extinguishment of Debt		946			0			0			0			946
Earnings (Loss) Before Income Taxes		(10,527	)		55,094			28,908			0			73,475
Income Tax Expense (Benefit)		(2,223	)		8,914			5,185			0			11,876
Earnings (Loss) Including Noncontrolling Interests		(8,304	)		46,180			23,723			0			61,599
Earnings Attributable to Noncontrolling Interests		0			0			(966	)		0			(966	)
Earnings (Loss) Attributable to Esterline		(8,304	)		46,180			22,757			0			60,633
Equity in Net Earnings of Consolidated Subsidiaries		68,937			383			30			(69,350	)		0
Net Earnings (Loss) Attributable to Esterline	$	60,633		$	46,563		$	22,787		$	(69,350	)	$	60,633

Condensed Consolidating Statement of Operations for the three month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	229,502		$	276,154		$	(825	)	$	504,831
Cost of Sales		0			139,823			181,310			(825	)		320,308
		0			89,679			94,844			0			184,523
Expenses
Selling, general and administrative		0			36,884			62,066			0			98,950
Research, development and engineering		0			13,942			15,603			0			29,545
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Total Expenses		0			50,826			65,778			0			116,604
Operating Earnings		0			38,853			29,066			0			67,919
Interest Income		(3,508	)		(3,684	)		(15,907	)		22,983			(116	)
Interest Expense		8,829			6,637			19,001			(22,983	)		11,484
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) Before Income Taxes		(5,321	)		35,900			25,972			0			56,551
Income Tax Expense (Benefit)		(1,032	)		6,991			5,179			0			11,138
Earnings (Loss) Including Noncontrolling Interests		(4,289	)		28,909			20,793			0			45,413
Earnings Attributable to Noncontrolling Interests		0			0			(222	)		0			(222	)
Earnings (Loss) Attributable to Esterline		(4,289	)		28,909			20,571			0			45,191
Equity in Net Earnings of Consolidated Subsidiaries		49,480			(1,383	)		2,800			(50,897	)		0
Net Earnings (Loss) Attributable to Esterline	$	45,191		$	27,526		$	23,371		$	(50,897	)	$	45,191

Condensed Consolidating Statement of Operations for the six month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	443,745		$	533,397		$	(1,429	)	$	975,713
Cost of Sales		0			275,182			359,356			(1,429	)		633,109
		0			168,563			174,041			0			342,604
Expenses
Selling, general and administrative		0			71,777			121,870			0			193,647
Research, development and engineering		0			25,018			30,922			0			55,940
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Total Expenses		0			96,795			140,901			0			237,696
Operating Earnings		0			71,768			33,140			0			104,908
Interest Income		(6,985	)		(7,378	)		(33,398	)		47,550			(211	)
Interest Expense		17,663			13,217			39,682			(47,550	)		23,012
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) Before Income Taxes		(10,678	)		65,929			26,856			0			82,107
Income Tax Expense (Benefit)		(2,029	)		10,364			5,379			0			13,714
Earnings (Loss) Including Noncontrolling Interests		(8,649	)		55,565			21,477			0			68,393
Earnings Attributable to Noncontrolling Interests		0			0			(414	)		0			(414	)
Earnings (Loss) Attributable to Esterline		(8,649	)		55,565			21,063			0			67,979
Equity in Net Earnings of Consolidated Subsidiaries		76,628			8,711			(90	)		(85,249	)		0
Net Earnings (Loss) Attributable to Esterline	$	67,979		$	64,276		$	20,973		$	(85,249	)	$	67,979

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows for the six month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	61,599		$	46,563		$	22,787		$	(69,350	)	$	61,599
Depreciation & amortization		0			20,776			35,512			0			56,288
Deferred income taxes		13,077			(325	)		(18,428	)		0			(5,676	)
Share-based compensation		0			2,360			3,298			0			5,658
Gain on sale of capital assets		0			(308	)		(387	)		0			(695	)
Gain on settlement of contingency		0			0			0			0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		(682	)		10,653			31,620			0			41,591
Inventories		0			(8,887	)		(9,392	)		0			(18,279	)
Prepaid expenses		(63	)		(1,519	)		(392	)		0			(1,974	)
Other current assets		42			415			(738	)		0			(281	)
Accounts payable		122			(506	)		806			0			422
Accrued liabilities		(3,117	)		(2,171	)		(8,299	)		0			(13,587	)
Federal & foreign income taxes		2,831			(2,467	)		(3,172	)		0			(2,808	)
Other liabilities		7,824			(7,058	)		(3,978	)		0			(3,212	)
Other, net		1,284			5,789			(3,435	)		0			3,638
		82,917			63,315			45,802			(69,350	)		122,684
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(35	)		(8,495	)		(16,555	)		0			(25,085	)
Proceeds from sale of capital assets		0			308			387			0			695
Acquisitions of business, net of cash acquired		0			0			(40,689	)		0			(40,689	)
		(35	)		(8,187	)		(56,857	)		0			(65,079	)

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans		15,201			0			0			0		15,201
Excess tax benefits from stock options exercised		1,820			0			0			0		1,820
Proceeds from long-term credit facilities		175,000			0			0			0		175,000
Repayment of long-term debt		(175,000	)		(165	)		(22,293	)		0		(197,458	)
Repayment of credit facilities		(40,000	)		0			0			0		(40,000	)
Proceeds from government assistance		0			0			0			0		0
Dividends paid to noncontrolling interests		0			0			(962	)		0		(962	)
Debt and other issuance costs		(453	)		0			0			0		(453	)
Net change in intercompany financing		(65,217	)		(54,969	)		50,836			69,350		0
		(88,649	)		(55,134	)		27,581			69,350		(46,852	)
Effect of foreign exchange rates on cash		(5	)		(9	)		(2,237	)		0		(2,251	)
Net increase (decrease) in cash and cash equivalents		(5,772	)		(15	)		14,289			0		8,502
Cash and cash equivalents – beginning of year		16,770			1,324			142,581			0		160,675
Cash and cash equivalents – end of year	$	10,998		$	1,309		$	156,870		$	0	$	169,177

Condensed Consolidating Statement of Cash Flows for the six month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	68,393		$	64,276		$	20,973		$	(85,249	)	$	68,393
Depreciation & amortization		0			19,390			35,458			0			54,848
Deferred income taxes		(1,428	)		(65	)		(13,707	)		0			(15,200	)
Share-based compensation		0			2,436			3,451			0			5,887
Gain on sale of capital assets		0			(83	)		(72	)		0			(155	)
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Working capital changes, net of effect of acquisitions:
Accounts receivable		(50	)		12,217			(10,205	)		0			1,962
Inventories		0			(13,312	)		(4,082	)		0			(17,394	)
Prepaid expenses		(57	)		(1,527	)		(4,532	)		0			(6,116	)
Other current assets		4			(83	)		1,036			0			957
Accounts payable		515			(1,406	)		(1,073	)		0			(1,964	)
Accrued liabilities		1,590			(5,751	)		7,096			0			2,935
Federal & foreign income taxes		8,144			(1,546	)		(96	)		0			6,502
Other liabilities		3,862			(7,841	)		(1,552	)		0			(5,531	)
Other, net		(39	)		562			1,546			0			2,069
		80,934			67,267			22,350			(85,249	)		85,302
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(731	)		(13,024	)		(12,022	)		0			(25,777	)
Proceeds from sale of capital assets		0			83			72			0			155
Acquisitions of business, net of cash acquired		0			0			0			0			0
		(731	)		(12,941	)		(11,950	)		0			(25,622	)

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans		3,537			0			0			0		3,537
Excess tax benefits from stock options exercised		221			0			0			0		221
Proceeds from long-term credit facilities		0			0			0			0		0
Repayment of long-term debt		0			(206	)		(8,030	)		0		(8,236	)
Repayment of credit facilities		(60,000	)		0			0			0		(60,000	)
Proceeds from government assistance		0			0			14,048			0		14,048
Dividends paid to noncontrolling interests		0			0			0			0		0
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(63,495	)		(55,689	)		33,935			85,249		0
		(119,737	)		(55,895	)		39,953			85,249		(50,430	)
Effect of foreign exchange rates on cash		2			3			(3,195	)		0		(3,190	)
Net increase (decrease) in cash and cash equivalents		(39,532	)		(1,566	)		47,158			0		6,060
Cash and cash equivalents – beginning of year		49,837			13,450			121,748			0		185,035
Cash and cash equivalents – end of year	$	10,305		$	11,884		$	168,906		$	0	$	191,095

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Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Fair Value Hedging | Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swap contracts	$ 342	$ 684	$ 1,058	$ 1,251
Fair Value Hedging | Loss on Extinguishment of Debt
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swap contracts	2,918	0	2,918	0
Fair Value Hedging | Sales
Derivative Instruments, Gain (Loss) [Line Items]
Embedded derivatives	738	(197)	1,262	141
Cash Flow Hedging | Sales
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) reclassified from AOCI into income	(541)	542	(631)	436
Cash Flow Hedging | Accumulated Other Comprehensive Income (Loss)
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in AOCI (effective portion)	(1,703)	4,581	(1,436)	(143)
Net Investment Hedges | Accumulated Other Comprehensive Income (Loss)
Derivative Instruments, Gain (Loss) [Line Items]
Euro Term Loan	$ 1,991	$ (400)	$ (424)	$ 10,347

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Shares Used for Calculating Earnings Per Share (Detail) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Earnings Per Share Disclosure [Line Items]
Shares Used for Basic Earnings Per Share	31,100	30,669	31,002	30,650
Shares Used for Diluted Earnings Per Share	31,696	31,319	31,559	31,238

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Schedule of Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Apr. 26, 2013		Apr. 27, 2012		Apr. 26, 2013		Apr. 27, 2012
Comprehensive Income (Loss) [Line Items]
Net Earnings	$ 35,522		$ 45,191		$ 60,633		$ 67,979
Change in Fair Value of Derivative Financial Instruments, Net of Tax	(1,540)	[1]	3,735	[1]	(1,586)	[1]	385	[1]
Change in Pension and Post-retirement Obligations, Net of Tax	2,126	[2]	821	[2]	1,975	[2]	2,314	[2]
Foreign Currency Translation Adjustment	(34,741)		26,189		(22,764)		(35,820)
Comprehensive Income	$ 1,367		$ 75,936		$ 38,258		$ 34,858

[1] Net of tax benefit (expense) of $705 and $(1,387) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax benefit of $481 and $92 for the first six months of fiscal 2013 and 2012, respectively.

[2] Net of tax expense of $(1,130) and $(581) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax expense of $(1,075) and $(1,412) for the first six months of fiscal 2013 and 2012, respectively.

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Revenue Pattern

6 Months Ended

Apr. 26, 2013

Revenue Pattern

3. The timing of the Company’s revenues is impacted by the purchasing patterns of customers and, as a result, revenues are not generated evenly throughout the year. Moreover, the Company’s first fiscal quarter, November through January, includes significant holiday periods in both Europe and North America.

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Schedule of Comprehensive Income (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Comprehensive Income (Loss) [Line Items]
Change in Fair Value of Derivative Financial Instruments, Tax (Expense) Benefit	$ 705	$ (1,387)	$ 481	$ 92
Pension and Post-retirement Obligations, Tax Benefit (Expense)	$ (1,130)	$ (581)	$ (1,075)	$ (1,412)

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Debt - Additional Information (Detail)	1 Months Ended	3 Months Ended		6 Months Ended					1 Months Ended				6 Months Ended		1 Months Ended		6 Months Ended							6 Months Ended
	Mar. 31, 2011	Apr. 26, 2013 USD ($)	Apr. 27, 2012 USD ($)	Apr. 26, 2013 USD ($)	Apr. 27, 2012 USD ($)	Oct. 26, 2012 USD ($)	Apr. 26, 2013 Minimum	Apr. 26, 2013 Maximum	Mar. 31, 2011 Secured Debt USD ($)	Apr. 26, 2013 Secured Debt USD ($)	Mar. 31, 2011 Secured Debt Minimum	Mar. 31, 2011 Secured Debt Maximum	Apr. 26, 2013 Senior Notes Due 2020 USD ($)	Oct. 26, 2012 Senior Notes Due 2020 USD ($)	Apr. 26, 2013 2017 Senior Notes USD ($)	Oct. 26, 2012 2017 Senior Notes USD ($)	Apr. 26, 2013 Euro Term Loan USD ($)	Apr. 26, 2013 Euro Term Loan EUR (€)	Jul. 31, 2011 Euro Term Loan EUR (€)	Apr. 26, 2013 Euro Term Loan Minimum	Jul. 31, 2011 Euro Term Loan Minimum	Apr. 26, 2013 Euro Term Loan Maximum	Jul. 31, 2011 Euro Term Loan Maximum	Apr. 26, 2013 U.S. Term Loan USD ($)	Apr. 26, 2013 U.S. Term Loan Minimum	Apr. 26, 2013 U.S. Term Loan Maximum
Debt Disclosure [Line Items]
Credit facility maximum borrowing capacity									$ 460,000,000
Credit facility expiration date									2016-07
Spread range											1.50%	2.25%								1.75%	1.50%	1.82%	2.25%		1.50%	2.25%
Credit facility interest rate description	The spread ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn.
Credit facility amount outstanding										200,000,000							57,200,000	43,900,000						175,000,000
Credit facility interest rate							1.75%	1.95%																	1.75%	1.96%
Credit facility to provide for term loan																			125,000,000					175,000,000
Loan amortization rate																	1.25%	1.25%						1.25%
Loan amortization end date																	2016-03	2016-03						2016-03
Loan remaining balance due date																	2016-07	2016-07						2016-07
Early Payment of Senior Debt															175,000,000
Redemption premium in connection with early redemption of notes															3,900,000
Debt instrument, interest rate													7.00%		6.625%
Unamortized debt issuance cost		7,063,000		7,063,000		8,818,000									1,300,000
Termination of interest rate swap agreement															175,000,000
Proceed from interest rate swap															2,900,000
Loss on extinguishing of debt		(946,000)	0	(946,000)	0										900,000
Debt instrument, carrying amount													250,000,000
Debt instrument, fair value													277,500,000	277,500,000		181,300,000
Debt instruments maturity date													August 2020
Imputed interest on advance		5.00%		5.00%
Advances on Government refundable		$ 52,000,000		$ 52,000,000

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Consolidated Balance Sheet (USD $) In Thousands, unless otherwise specified	Apr. 26, 2013	Oct. 26, 2012
Current Assets
Cash and cash equivalents	$ 169,177	$ 160,675
Cash in escrow	4,017	5,016
Accounts receivable, net of allowances of $8,615 and $9,029	340,548	383,362
Inventories
Raw materials and purchased parts	158,720	146,390
Work in process	177,989	174,824
Finished goods	93,252	88,623
Inventories	429,961	409,837
Income tax refundable	7,170	4,832
Deferred income tax benefits	46,046	46,000
Prepaid expenses	23,310	21,340
Other current assets	3,614	4,631
Total Current Assets	1,023,843	1,035,693
Property, Plant and Equipment	720,784	701,541
Accumulated depreciation	369,223	345,140
Property, Plant and Equipment net	351,561	356,401
Other Non-Current Assets
Goodwill	1,107,514	1,098,962
Intangibles, Net	595,207	609,045
Debt issuance costs, net of accumulated amortization of $3,507 and $4,577	7,063	8,818
Deferred Income Tax Benefits	94,477	97,952
Other Assets	7,921	20,246
Total Assets	3,187,586	3,227,117
Current Liabilities
Accounts payable	111,399	108,689
Accrued liabilities	240,689	269,553
Current maturities of long-term debt	20,844	10,610
Deferred income tax liabilities	3,184	5,125
Federal and foreign income taxes	2,886	2,369
Total Current Liabilities	379,002	396,346
Long-Term Liabilities
Credit facilities	200,000	240,000
Long-term debt, net of current maturities	558,586	598,060
Deferred Income Tax Liabilities	201,175	205,198
Pension and post-retirement obligations	133,073	132,074
Other Liabilities	34,243	34,904
Shareholders' Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued and outstanding 31,253,059 and 30,869,390	6,251	6,174
Additional paid-in capital	591,837	569,235
Retained earnings	1,180,989	1,120,356
Accumulated other comprehensive loss	(107,659)	(85,284)
Total Esterline shareholders' equity	1,671,418	1,610,481
Noncontrolling interests	10,089	10,054
Total Shareholders' Equity	1,681,507	1,620,535
Total Liabilities and Shareholders' Equity	$ 3,187,586	$ 3,227,117

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Business Segment Information for Continuing Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Segment Reporting Information [Line Items]
Sales	$ 499,562	$ 504,831	$ 957,524	$ 975,713
Segment Earnings	73,295	69,121	128,529	119,072
Corporate expense	(15,855)	(13,093)	(32,431)	(26,055)
Gain on settlement of contingency	0	11,891	0	11,891
Interest income	148	116	249	211
Interest expense	(11,482)	(11,484)	(21,926)	(23,012)
Loss on extinguishment of debt	(946)	0	(946)	0
Earnings Before Income Taxes	45,160	56,551	73,475	82,107
Avionics And Controls
Segment Reporting Information [Line Items]
Sales	192,130	195,025	366,700	374,597
Segment Earnings	21,465	18,251	40,054	38,314
Sensors And Systems
Segment Reporting Information [Line Items]
Sales	176,964	184,683	348,774	356,355
Segment Earnings	23,207	24,710	42,208	31,525
Advanced Materials
Segment Reporting Information [Line Items]
Sales	130,468	125,123	242,050	244,761
Segment Earnings	$ 28,623	$ 26,160	$ 46,267	$ 49,233

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Basis Of Presentation

6 Months Ended

Apr. 26, 2013

Basis Of Presentation

1. The consolidated balance sheet as of April 26, 2013, the consolidated statement of operations and comprehensive income for the three and six month periods ended April 26, 2013, and April 27, 2012, and the consolidated statement of cash flows for the six month periods ended April 26, 2013, and April 27, 2012, are unaudited but, in the opinion of management, all of the necessary adjustments, consisting of normal recurring accruals, have been made to present fairly the financial statements referred to above in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the above statements do not include all of the footnotes required for complete financial statements. The results of operations and cash flows for the interim periods presented are not necessarily indicative of results that can be expected for the full year.

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Acquisitions - Additional Information (Detail) (Gamesman Group, USD $) In Millions, unless otherwise specified	Feb. 04, 2013
Gamesman Group
Business Acquisition [Line Items]
Acquired outstanding capital stock	$ 40.8

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Comprehensive Income (Tables)

6 Months Ended

Apr. 26, 2013

Schedule of Comprehensive Income

The Company’s comprehensive income is as follows:

(In thousands)	Three Months Ended					Six Months Ended
	April 26, 2013			April 27, 2012		April 26, 2013			April 27, 2012
Net Earnings	$	35,522		$	45,191	$	60,633		$	67,979
Change in Fair Value of Derivative Financial Instruments, Net of Tax (1)		(1,540	)		3,735		(1,586	)		385
Change in Pension and Post-retirement Obligations, Net of Tax (2)		2,126			821		1,975			2,314
Foreign Currency Translation Adjustment		(34,741	)		26,189		(22,764	)		(35,820	)
Comprehensive Income	$	1,367		$	75,936	$	38,258		$	34,858

⁽¹⁾  Net of tax benefit (expense) of $705 and $(1,387) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax benefit of $481 and $92 for the first six months of fiscal 2013 and 2012, respectively.

⁽²⁾  Net of tax expense of $(1,130) and $(581) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax expense of $(1,075) and $(1,412) for the first six months of fiscal 2013 and 2012, respectively.

Schedule of Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive loss is comprised of the following:

(In thousands)	April 26, 2013			October 26, 2012
Net unrealized gain on derivative contracts	$	37		$	1,623
Pension and post-retirement obligations		(97,204	)		(99,179	)
Currency translation adjustment		(10,492	)		12,272
Total accumulated other comprehensive loss	$	(107,659	)	$	(85,284	)

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Employee Stock Plan - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost charged against income	$ 5,658	$ 5,887
Shares issued under employee stock plans	383,669	80,842
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount rate of market value on purchase date	5.00%
Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted	237,700	333,400
Weighted-average grant date fair value of options granted	$ 29.12	$ 24.13
Restricted units granted	32,200	0
Weighted-average grant date fair value of restricted stock units granted	$ 62.52
Employee Sharesave Scheme
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount rate of market value on purchase date	5.00%
Term of options, years	3
Number of options granted	16,722	45,063
Weighted-average grant date fair value of options granted	$ 20.24	$ 19.85

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Employee Benefit Plans (Tables)

6 Months Ended

Apr. 26, 2013

Schedule of Net Periodic Pension Cost

The Company’s pension plans principally include a U.S. pension plan maintained by Esterline and a non-U.S. plan maintained by CMC Electronics, Inc. (CMC). Components of periodic pension cost consisted of the following:

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Service cost	$	2,974		$	2,424		$	6,271		$	4,826
Interest cost		4,382			4,686			8,794			9,332
Expected return on plan assets		(5,632	)		(5,370	)		(11,305	)		(10,697	)
Amortization of prior service cost		21			11			42			21
Amortization of actuarial loss		3,443			2,589			6,855			5,164
Net Periodic Cost	$	5,188		$	4,340		$	10,657		$	8,646

Schedule of Net Periodic Post-Retirement Costs

The Company’s principal post-retirement plans include non-U.S. plans, which are non-contributory healthcare and life insurance plans. The components of expense of these other retirement benefits consisted of the following:

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Service cost	$	254		$	105		$	513		$	207
Interest cost		186			166			376			329
Amortization of prior service cost		(17	)		0			(34	)		0
Amortization of actuarial loss (gain)		8			(7	)		16			(14	)
Net Periodic Cost	$	431		$	264		$	871		$	522

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Accounting Policies

6 Months Ended

Apr. 26, 2013

Accounting Policies

2. The notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2012, provide a summary of significant accounting policies and additional financial information that should be read in conjunction with this Form 10-Q.

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Consolidated Balance Sheet (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Apr. 26, 2013	Oct. 26, 2012
Accounts receivable, allowances	$ 8,615	$ 9,029
Debt issuance costs, accumulated amortization	$ 3,507	$ 4,577
Common stock, par value	$ 0.20	$ 0.20
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	31,253,059	30,869,390
Common stock, shares outstanding	31,253,059	30,869,390

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Derivative Financial Instruments

6 Months Ended

Apr. 26, 2013

Derivative Financial Instruments

12. The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and interest rate swap contracts for the purpose of minimizing exposure to changes in foreign currency exchange rates on business transactions and interest rates, respectively. The Company’s policy is to execute such instruments with banks the Company believes to be creditworthy and not to enter into derivative financial instruments for speculative purposes. These derivative financial instruments do not subject the Company to undue risk, as gains and losses on these instruments generally offset gains and losses on the underlying assets, liabilities, or anticipated transactions that are being hedged.

All derivative financial instruments are recorded at fair value in the Consolidated Balance Sheet. For a derivative that has not been designated as an accounting hedge, the change in the fair value is recognized immediately through earnings. For a derivative that has been designated as an accounting hedge of an existing asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or liability is recognized immediately through earnings. For a derivative designated as an accounting hedge of an anticipated transaction (a cash flow hedge), the change in the fair value is recorded on the Consolidated Balance Sheet in Accumulated Other Comprehensive Income (AOCI) to the extent the derivative is effective in mitigating the exposure related to the anticipated transaction. The change in the fair value related to the ineffective portion of the hedge, if any, is immediately recognized in earnings. The amount recorded within AOCI is reclassified into earnings in the same period during which the underlying hedged transaction affects earnings.

The fair values of derivative instruments are presented on a gross basis, as the Company does not have any derivative contracts which are subject to master netting arrangements. The Company did not have any hedges with credit-risk-related contingent features or that required the posting of collateral as of April 26, 2013. The cash flows from derivative contracts are recorded in operating activities in the Consolidated Statement of Cash Flows.

Foreign Currency Forward Exchange Contracts

The Company transacts business in various foreign currencies which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. As of April 26, 2013, and October 26, 2012, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of $359.3 million and $358.4 million, respectively. These notional values consist primarily of contracts for the European euro, British pound sterling and Canadian dollar, and are stated in U.S. dollar equivalents at spot exchange rates at the respective dates.

Interest Rate Swaps

The Company manages its exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt, which over time should moderate the costs of debt financing. When considered necessary, the Company may use financial instruments in the form of interest rate swaps to help meet this objective. In fiscal 2010, the Company entered into interest rate swap agreements for $175.0 million on the 2017 Notes. The swap agreements exchanged the fixed interest rate on the 2017 Notes of 6.625% for a variable interest rate. In the second quarter of fiscal 2013, the swap agreements were terminated and the Company redeemed the 2017 Notes with the proceeds from the $175.0 million U.S. Term Loan. The Company recorded a gain on the swap termination of $2.9 million. The gain is included in the Loss on Extinguishment of Debt in the Consolidated Statement of Operations and Comprehensive Income.

Embedded Derivative Instruments

The Company’s embedded derivatives are the result of entering into sales or purchase contracts that are denominated in a currency other than the Company’s functional currency or the supplier’s or customer’s functional currency.

Net Investment Hedge

In July 2011, the Company entered into a Euro Term Loan for €125.0 million under the secured credit facility. The Company designated the Euro Term Loan a hedge of the investment in a certain French business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of AOCI in shareholders’ equity. To the extent that this hedge is ineffective, the foreign currency gain or loss is recorded in earnings. There has been no ineffectiveness since inception of the hedge.

Fair Value of Derivative Instruments

Fair values of derivative instruments in the Consolidated Balance Sheet at April 26, 2013, and October 26, 2012, consisted of:

(In thousands)		Fair Value
	Classification	April 26, 2013		October 26, 2012
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	2,173	$	3,694
	Other assets		608		1,294
	Accrued liabilities		2,601		2,228
	Other liabilities		1,497		276
Embedded Derivative Instruments:
	Other current assets	$	772	$	51
	Other assets		158		0
	Accrued liabilities		43		148
	Other liabilities		0		322
Interest Rate Swaps:
	Long-term debt, net of current maturities	$	0	$	4,152

The effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income for the three and six month periods ended April 26, 2013, and April 27, 2012, consisted of:

(In thousands)		Three Months Ended						Six Months Ended
	Location of Gain (Loss)	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Fair Value Hedges:
Interest rate swap contracts
	Interest Expense	$	342		$	684		$	1,058		$	1,251
	Loss on Extinguishment of Debt		2,918			0			2,918			0
Embedded derivatives
	Sales		738			(197	)		1,262			141
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of gain (loss) recognized in AOCI (effective portion)
	AOCI	$	(1,703	)	$	4,581		$	(1,436	)	$	(143	)
Amount of gain (loss) reclassified from AOCI into income
	Sales		(541	)		542			(631	)		436
Net Investment Hedges:
Euro Term Loan	AOCI	$	1,991		$	(400	)	$	(424	)	$	10,347

During the first six months of fiscal 2013 and 2012, the Company recorded losses of $1.8 million and $4.3 million, respectively, on foreign currency forward exchange contracts that have not been designated as an accounting hedge. These foreign currency exchange losses are included in selling, general and administrative expense.

There was no significant impact to the Company’s earnings related to the ineffective portion of any hedging instruments during the first six months of fiscal 2013 and 2012. In addition, there was no significant impact to the Company’s earnings when a hedged firm commitment no longer qualified as a fair value hedge or when a hedged forecasted transaction no longer qualified as a cash flow hedge during the first six months of fiscal 2013 and 2012.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately $0.1 million of net loss into earnings over the next 12 months. The maximum duration of the Company’s foreign currency cash flow hedge contracts at April 26, 2013, is 24 months.

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Document and Entity Information	6 Months Ended
	Apr. 26, 2013	May 28, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 26, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	ESL
Entity Registrant Name	ESTERLINE TECHNOLOGIES CORP
Entity Central Index Key	0000033619
Current Fiscal Year End Date	--10-25
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		31,280,484

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Legal Matters and Contingencies

6 Months Ended

Apr. 26, 2013

Legal Matters and Contingencies

13. The Company is subject to U.S. export laws and regulations, such as the International Traffic in Arms Regulations (ITAR), that generally restrict the export of defense products, technical data and defense services. The Company has filed voluntary disclosure reports concerning certain U.S. operating units that voluntarily reported certain technical violations of the ITAR to the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State. DDTC, through its Office of Defense Trade Controls Compliance (DDTC Office of Compliance), enforces compliance with the ITAR through administrative charges for certain violations, including by imposition of civil monetary penalties and other administrative sanctions. On May 22, 2013, the DDTC Office of Compliance informed the Company that, considering the information they currently have concerning the Company’s overall history in handling ITAR-controlled transactions, including the substance of the Company’s prior voluntary disclosures, and other aspects of certain ITAR compliance errors, it intends to impose civil monetary fines and administrative sanctions. The Company is currently in discussions with the DDTC Office of Compliance to better understand and respond to its concerns. Resolution of this matter might take the form of a consent agreement that could require payment of a civil monetary fine and commit the Company to undertake additional remedial compliance measures and program monitoring. Because of the early stage of the Company’s discussions with DDTC, the Company cannot estimate a range of the potential civil monetary fines, administrative sanctions, or other financial obligations associated with remedial actions the Company might be required to take. Although management cannot be certain of the outcome, management does not believe the final resolution of this matter will have a material adverse effect on the Company’s financial position.

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Consolidated Statement Of Operations And Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Net Sales	$ 499,562	$ 504,831	$ 957,524	$ 975,713
Cost of Sales	318,186	320,308	615,803	633,109
Gross Profit	181,376	184,523	341,721	342,604
Expenses
Selling, general & administrative	98,278	98,950	196,889	193,647
Research, development & engineering	25,658	29,545	48,734	55,940
Gain on settlement of contingency	0	(11,891)	0	(11,891)
Total Expenses	123,936	116,604	245,623	237,696
Operating Earnings	57,440	67,919	96,098	104,908
Interest Income	(148)	(116)	(249)	(211)
Interest Expense	11,482	11,484	21,926	23,012
Loss on Extinguishment of Debt	946	0	946	0
Earnings Before Income Taxes	45,160	56,551	73,475	82,107
Income Tax Expense	9,482	11,138	11,876	13,714
Earnings Including Noncontrolling Interests	35,678	45,413	61,599	68,393
Earnings Attributable to Noncontrolling Interests	(156)	(222)	(966)	(414)
Net Earnings (Loss) Attributable to Esterline	35,522	45,191	60,633	67,979
Earnings Per Share Attributable to Esterline:
Basic Earnings Per Share	$ 1.14	$ 1.47	$ 1.96	$ 2.22
Diluted Earnings Per Share	$ 1.12	$ 1.44	$ 1.92	$ 2.18
Comprehensive Income	$ 1,367	$ 75,936	$ 38,258	$ 34,858

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Acquisition

6 Months Ended

Apr. 26, 2013

Acquisition

7. On February 4, 2013, the Company acquired the Gamesman Group (Gamesman) for $40.8 million. Gamesman is a global supplier of input devices principally serving the gaming industry. Gamesman is included in the Avionics & Controls segment.

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Income Taxes

6 Months Ended

Apr. 26, 2013

Income Taxes

6. The income tax rate was 16.2% and 16.7% for the first six months of fiscal 2013 and 2012, respectively. In the first six months of fiscal 2013, the Company recognized $3.6 million of discrete tax benefits principally related to the following items. The first item was approximately $1.5 million of tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. The second item was approximately $2.3 million of tax benefits related to the settlement of U.S. and foreign tax examinations. In the first six months of fiscal 2012, the Company recognized $2.3 million in discrete tax benefits due to a change in French tax laws associated with the holding company structure and the financing of the Souriau Group (Souriau) acquisition. The income tax rate differed from the statutory rate in the first six months of fiscal 2013 and 2012, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is anticipated that during the third quarter of fiscal 2013, a tax benefit of approximately $4.1 million will be recorded to account for the reduction of net deferred tax liabilities as a result of the proposed enactment of tax laws reducing the U.K. statutory income tax rate.

It is reasonably possible that within the next twelve months approximately $5.1 million of tax benefits associated with research and development tax credits, capital and operating losses that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of a statute of limitations.

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Employee Stock Plans (Tables)

6 Months Ended

Apr. 26, 2013

Employee Sharesave Scheme

Schedule of Fair Value of Option Granted using Black-Scholes Pricing Model

	Six Months Ended
	April 26, 2013		April 27, 2012
Volatility		36.97%		38.96%
Risk-free interest rate		0.40%		0.38%
Expected life (years)		3		3
Dividends		0		0

Equity Incentive Plan

Schedule of Fair Value of Option Granted using Black-Scholes Pricing Model

	Six Months Ended
	April 26, 2013		April 27, 2012
Volatility		41.89 – 44.25%		41.62 – 44.29%
Risk-free interest rate		0.79 – 1.88%		0.91 – 2.11%
Expected life (years)		4.5 – 9.5		4.5 – 9.5
Dividends		0		0

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Segment information

6 Months Ended

Apr. 26, 2013

Segment information

14. Segment information:

Business segment information includes the segments of Avionics & Controls, Sensors & Systems and Advanced Materials.

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Sales
Avionics & Controls	$	192,130		$	195,025		$	366,700		$	374,597
Sensors & Systems		176,964			184,683			348,774			356,355
Advanced Materials		130,468			125,123			242,050			244,761
Total Sales	$	499,562		$	504,831		$	957,524		$	975,713
Earnings Before Income Taxes
Avionics & Controls	$	21,465		$	18,251		$	40,054		$	38,314
Sensors & Systems		23,207			24,710			42,208			31,525
Advanced Materials		28,623			26,160			46,267			49,233
Segment Earnings		73,295			69,121			128,529			119,072
Corporate expense		(15,855	)		(13,093	)		(32,431	)		(26,055	)
Gain on settlement of contingency		0			11,891			0			11,891
Interest income		148			116			249			211
Interest expense		(11,482	)		(11,484	)		(21,926	)		(23,012	)
Loss on extinguishment of debt		(946	)		0			(946	)		0
	$	45,160		$	56,551		$	73,475		$	82,107

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Debt

6 Months Ended

Apr. 26, 2013

Debt

10. In March 2011, the Company entered into a secured credit facility for $460 million made available through a group of banks. The credit facility is secured by substantially all of the Company’s assets and interest is based on standard inter-bank offering rates. The credit facility expires in July 2016. The spread ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At April 26, 2013, the Company had $200.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.75% or 1.95%.

In July 2011, the Company amended the secured credit facility to provide for a €125.0 million term loan (Euro Term Loan). The interest rate on the Euro Term Loan ranges from Euro LIBOR plus 1.5% to Euro LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At April 26, 2013, the Company had €43.9 million outstanding or $57.2 million under the Euro Term Loan at an interest rate of Euro LIBOR plus 1.75% or 1.82%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2016, with the remaining balance due in July 2016.

In April 2013, the Company amended the secured credit facility to include a $175.0 million term loan (U.S. Term Loan). The interest rate on the U.S. Term Loan ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At April 26, 2013, the Company had $175.0 million outstanding under the U.S. Term Loan at an interest rate of LIBOR plus 1.75% or 1.96%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2016, with the remaining balance due in July 2016.

In April 2013, the Company redeemed the $175.0 million 6.625% Senior Notes due March 2017 (2017 Notes). In connection with the redemption, the Company wrote off $1.3 million in unamortized debt issuance costs as a charge against interest expense. In addition, the Company incurred a $3.9 million redemption premium and terminated its $175.0 million interest rate swap agreements and received proceeds of $2.9 million. As a result, the redemption of the 2017 Notes resulted in a net $0.9 million loss on extinguishment of debt.

Based on quoted market prices, the approximate fair value of the Company’s $250.0 million 7.0% Senior Notes due August 2020 (2020 Notes) was approximately $277.5 million as of April 26, 2013, and October 26, 2012, respectively. The approximate fair value of the Company’s 2017 Notes was $181.3 million as of October 26, 2012. The carrying amounts of the secured credit facility, U.S. Term Loan and Euro Term Loan approximate fair value. Estimates of fair value for the 2020 Notes are based on quoted market prices, and considered Level 2 inputs as defined in the fair value hierarchy, described in Note 11.

Government refundable advances of $52.0 million at April 26, 2013, consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The repayment of this advance is based on year-over-year commercial aviation revenue growth at CMC beginning in 2014. Imputed interest on the advance was 5.0% at April 26, 2013.

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Employee Stock Plans

6 Months Ended

Apr. 26, 2013

Employee Stock Plans

8. As of April 26, 2013, the Company had three share-based compensation plans, which are described below. The compensation cost that has been charged against income for those plans for the first six months of fiscal 2013 and 2012 was $5.7 million and $5.9 million, respectively. During the first six months of fiscal 2013 and 2012, the Company issued 383,669 and 80,842 shares, respectively, under its share-based compensation plans.

Employee Stock Purchase Plan (ESPP)

The ESPP is a “safe-harbor” designed plan whereby shares are purchased by participants at a discount of 5% of the market value on the purchase date and, therefore, compensation cost is not recorded.

Employee Sharesave Scheme

Under the employee sharesave scheme for U.K. employees, participants are allowed the option to purchase shares at a discount of 5% of the market price of the stock as of the beginning of the offering period. The term of these options is three years. The sharesave scheme is not a “safe-harbor” design, and therefore, compensation cost is recognized on this plan. Under the sharesave scheme, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. The Company granted 16,722 and 45,063 options in the six month periods ended April 26, 2013, and April 27, 2012, respectively. The weighted-average grant date fair value of options granted during the six month periods ended April 26, 2013, and April 27, 2012, was $20.24 and $19.85 per share, respectively.

The fair value of the awards under the employee sharesave scheme was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The risk-free rate for the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect at the time of grant.

	Six Months Ended
	April 26, 2013		April 27, 2012
Volatility		36.97%		38.96%
Risk-free interest rate		0.40%		0.38%
Expected life (years)		3		3
Dividends		0		0

Equity Incentive Plan

Under the equity incentive plan, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. The Company granted 237,700 and 333,400 options in the six month periods ended April 26, 2013, and April 27, 2012, respectively. The weighted-average grant date fair value of options granted during the six month periods ended April 26, 2013, and April 27, 2012, was $29.12 and $24.13 per share, respectively.

The fair value of each option granted by the Company was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The Company uses historical data to estimate volatility of the Company’s common stock and option exercise and employee termination assumptions. The risk-free rate for the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect at the time of the grant.

	Six Months Ended
	April 26, 2013		April 27, 2012
Volatility		41.89 – 44.25%		41.62 – 44.29%
Risk-free interest rate		0.79 – 1.88%		0.91 – 2.11%
Expected life (years)		4.5 – 9.5		4.5 – 9.5
Dividends		0		0

In December 2012, the Board of Directors and Compensation Committee approved restricted stock unit awards under the equity incentive plan. The Company granted 32,200 restricted stock units during the six month period ended April 26, 2013. The weighted-average grant date fair value of restricted stock units granted during the six month period ended April 26, 2013, was $62.52 per share. The fair value for each restricted stock unit granted by the Company is equal to the fair market value of the Company’s common stock on the date of grant. There were no restricted stock units granted in the six month period ended April 27, 2012.

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Employee Benefit Plans

6 Months Ended

Apr. 26, 2013

Employee Benefit Plans

9. The Company’s pension plans principally include a U.S. pension plan maintained by Esterline and a non-U.S. plan maintained by CMC Electronics, Inc. (CMC). Components of periodic pension cost consisted of the following:

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Service cost	$	2,974		$	2,424		$	6,271		$	4,826
Interest cost		4,382			4,686			8,794			9,332
Expected return on plan assets		(5,632	)		(5,370	)		(11,305	)		(10,697	)
Amortization of prior service cost		21			11			42			21
Amortization of actuarial loss		3,443			2,589			6,855			5,164
Net Periodic Cost	$	5,188		$	4,340		$	10,657		$	8,646

The Company’s principal post-retirement plans include non-U.S. plans, which are non-contributory healthcare and life insurance plans. The components of expense of these other retirement benefits consisted of the following:

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Service cost	$	254		$	105		$	513		$	207
Interest cost		186			166			376			329
Amortization of prior service cost		(17	)		0			(34	)		0
Amortization of actuarial loss (gain)		8			(7	)		16			(14	)
Net Periodic Cost	$	431		$	264		$	871		$	522

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Fair Value Measurements

6 Months Ended

Apr. 26, 2013

Fair Value Measurements

11. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy of fair value measurements is described below:

Level 1 – Valuations are based on quoted prices that the Company has the ability to obtain in actively traded markets for identical assets and liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market or exchange traded market, a valuation of these instruments does not require a significant degree of judgment.

Level 2 – Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuations are based on model-based techniques for which some or all of the assumptions are obtained from indirect market information that is significant to the overall fair value measurement and which require a significant degree of management judgment.

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy at April 26, 2013, and October 26, 2012.

(In thousands)	Level 2
	April 26, 2013		October 26, 2012
Assets:
Derivative contracts designated as hedging instruments	$	1,878	$	7,753
Derivative contracts not designated as hedging instruments		903		1,387
Embedded derivatives		930		51
Liabilities:
Derivative contracts designated as hedging instruments	$	2,474	$	2,143
Derivative contracts not designated as hedging instruments		1,624		361
Embedded derivatives		43		470

The Company’s embedded derivatives are the result of entering into sales or purchase contracts that are denominated in a currency other than the Company’s functional currency or the supplier’s or customer’s functional currency. The fair value is determined by calculating the difference between quoted exchange rates at the time the contract was entered into and the period-end exchange rate. These contracts are categorized as Level 2 in the fair value hierarchy.

The Company’s derivative contracts consist of foreign currency exchange contracts and interest rate swap agreements. These derivative contracts are over the counter and their fair value is determined using modeling techniques that include market inputs such as interest rates, yield curves, and currency exchange rates. These contracts are categorized as Level 2 in the fair value hierarchy.

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Income Tax - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012
Income Tax [Line Items]
Income tax rate	16.20%	16.70%
Discrete tax benefits	$ 3.6	$ 2.3
Discrete tax benefit due to a change in Tax Laws	4.1	2.3
Discrete tax benefit associated with research and development tax credits, capital and operating losses	5.1
US Federal Research and Development Tax Credit
Income Tax [Line Items]
Discrete tax benefits	$ 1.5

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Earnings Per Share (Tables)

6 Months Ended

Apr. 26, 2013

Shares Used for Calculating Earnings Per Share

Shares used for calculating earnings per share are disclosed in the following table.

(In thousands)	Three Months Ended				Six Months Ended
	April 26, 2013		April 27, 2012		April 26, 2013		April 27, 2012
Shares Used for Basic Earnings Per Share		31,100		30,669		31,002		30,650
Shares Used for Diluted Earnings Per Share		31,696		31,319		31,559		31,238

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Derivative Financial Instruments (Tables)

6 Months Ended

Apr. 26, 2013

Fair Values of Derivative Instruments in Consolidated Balance Sheet

Fair values of derivative instruments in the Consolidated Balance Sheet at April 26, 2013, and October 26, 2012, consisted of:

(In thousands)		Fair Value
	Classification	April 26, 2013		October 26, 2012
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	2,173	$	3,694
	Other assets		608		1,294
	Accrued liabilities		2,601		2,228
	Other liabilities		1,497		276
Embedded Derivative Instruments:
	Other current assets	$	772	$	51
	Other assets		158		0
	Accrued liabilities		43		148
	Other liabilities		0		322
Interest Rate Swaps:
	Long-term debt, net of current maturities	$	0	$	4,152

Effect of Derivative Instruments on Consolidated Statement of Operations

The effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income for the three and six month periods ended April 26, 2013, and April 27, 2012, consisted of:

(In thousands)		Three Months Ended						Six Months Ended
	Location of Gain (Loss)	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Fair Value Hedges:
Interest rate swap contracts
	Interest Expense	$	342		$	684		$	1,058		$	1,251
	Loss on Extinguishment of Debt		2,918			0			2,918			0
Embedded derivatives
	Sales		738			(197	)		1,262			141
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of gain (loss) recognized in AOCI (effective portion)
	AOCI	$	(1,703	)	$	4,581		$	(1,436	)	$	(143	)
Amount of gain (loss) reclassified from AOCI into income
	Sales		(541	)		542			(631	)		436
Net Investment Hedges:
Euro Term Loan	AOCI	$	1,991		$	(400	)	$	(424	)	$	10,347

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Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Level 2, USD $) In Thousands, unless otherwise specified	Apr. 26, 2013	Oct. 26, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivatives	$ 930	$ 51
Embedded derivatives	43	470
Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative contracts designated as hedging instruments	1,878	7,753
Derivative contracts designated as hedging instruments	2,474	2,143
Not Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative contracts not designated as hedging instruments	903	1,387
Derivative contracts not designated as hedging instruments	$ 1,624	$ 361

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Consolidated Statement Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012
Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$ 61,599	$ 68,393
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization	56,288	54,848
Deferred income taxes	(5,676)	(15,200)
Share-based compensation	5,658	5,887
Gain on sale of capital assets	(695)	(155)
Gain on settlement of contingency	0	(11,891)
Working capital changes, net of effect of acquisitions:
Accounts receivable	41,591	1,962
Inventories	(18,279)	(17,394)
Prepaid expenses	(1,974)	(6,116)
Other current assets	(281)	957
Accounts payable	422	(1,964)
Accrued liabilities	(13,587)	2,935
Federal and foreign income taxes	(2,808)	6,502
Other liabilities	(3,212)	(5,531)
Other, net	3,638	2,069
Net Cash Provided (Used) by Operating Activities	122,684	85,302
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(25,085)	(25,777)
Proceeds from sale of capital assets	695	155
Acquisitions of business, net of cash acquired	(40,689)	0
Net Cash Provided (Used) by Investing Activities	(65,079)	(25,622)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans	15,201	3,537
Excess tax benefits from stock options exercised	1,820	221
Proceeds from long-term credit facilities	175,000	0
Repayment of long-term debt	(197,458)	(8,236)
Repayment of credit facilities	(40,000)	(60,000)
Proceeds from government assistance	0	14,048
Dividends paid to noncontrolling interests	(962)	0
Debt and other issuance costs	(453)	0
Net Cash Provided (Used) by Financing Activities	(46,852)	(50,430)
Effect of Foreign Exchange Rates on Cash and Cash Equivalents	(2,251)	(3,190)
Net Increase (Decrease) in Cash and Cash Equivalents	8,502	6,060
Cash and Cash Equivalents - Beginning of Period	160,675	185,035
Cash and Cash Equivalents - End of Period	169,177	191,095
Supplemental Cash Flow Information
Cash paid for interest	21,906	21,867
Cash paid for taxes	$ 20,984	$ 22,956

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Comprehensive Income

6 Months Ended

Apr. 26, 2013

Comprehensive Income

5. The Company’s comprehensive income is as follows:

(In thousands)	Three Months Ended					Six Months Ended
	April 26, 2013			April 27, 2012		April 26, 2013			April 27, 2012
Net Earnings	$	35,522		$	45,191	$	60,633		$	67,979
Change in Fair Value of Derivative Financial Instruments, Net of Tax (1)		(1,540	)		3,735		(1,586	)		385
Change in Pension and Post-retirement Obligations, Net of Tax (2)		2,126			821		1,975			2,314
Foreign Currency Translation Adjustment		(34,741	)		26,189		(22,764	)		(35,820	)
Comprehensive Income	$	1,367		$	75,936	$	38,258		$	34,858

⁽¹⁾  Net of tax benefit (expense) of $705 and $(1,387) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax benefit of $481 and $92 for the first six months of fiscal 2013 and 2012, respectively.

⁽²⁾  Net of tax expense of $(1,130) and $(581) for the second fiscal quarter of 2013 and 2012, respectively. Net of tax expense of $(1,075) and $(1,412) for the first six months of fiscal 2013 and 2012, respectively.

The Company’s accumulated other comprehensive loss is comprised of the following:

(In thousands)	April 26, 2013			October 26, 2012
Net unrealized gain on derivative contracts	$	37		$	1,623
Pension and post-retirement obligations		(97,204	)		(99,179	)
Currency translation adjustment		(10,492	)		12,272
Total accumulated other comprehensive loss	$	(107,659	)	$	(85,284	)

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Segment information (Tables)

6 Months Ended

Apr. 26, 2013

Business Segment Information for Continuing Operations

Business segment information includes the segments of Avionics & Controls, Sensors & Systems and Advanced Materials.

(In thousands)	Three Months Ended						Six Months Ended
	April 26, 2013			April 27, 2012			April 26, 2013			April 27, 2012
Sales
Avionics & Controls	$	192,130		$	195,025		$	366,700		$	374,597
Sensors & Systems		176,964			184,683			348,774			356,355
Advanced Materials		130,468			125,123			242,050			244,761
Total Sales	$	499,562		$	504,831		$	957,524		$	975,713
Earnings Before Income Taxes
Avionics & Controls	$	21,465		$	18,251		$	40,054		$	38,314
Sensors & Systems		23,207			24,710			42,208			31,525
Advanced Materials		28,623			26,160			46,267			49,233
Segment Earnings		73,295			69,121			128,529			119,072
Corporate expense		(15,855	)		(13,093	)		(32,431	)		(26,055	)
Gain on settlement of contingency		0			11,891			0			11,891
Interest income		148			116			249			211
Interest expense		(11,482	)		(11,484	)		(21,926	)		(23,012	)
Loss on extinguishment of debt		(946	)		0			(946	)		0
	$	45,160		$	56,551		$	73,475		$	82,107

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Schedule of Net Periodic Pension Cost (Detail) (Pension Plans, Defined Benefit, USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Apr. 26, 2013	Apr. 27, 2012	Apr. 26, 2013	Apr. 27, 2012
Pension Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2,974	$ 2,424	$ 6,271	$ 4,826
Interest cost	4,382	4,686	8,794	9,332
Expected return on plan assets	(5,632)	(5,370)	(11,305)	(10,697)
Amortization of prior service cost	21	11	42	21
Amortization of actuarial loss	3,443	2,589	6,855	5,164
Net Periodic Cost	$ 5,188	$ 4,340	$ 10,657	$ 8,646

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Guarantors

6 Months Ended

Apr. 26, 2013

Guarantors

15. The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X as of April 26, 2013, and October 26, 2012, and for the applicable periods ended April 26, 2013, and April 27, 2012, for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility, 2020 Notes, and 2017 Notes for periods prior to the fiscal quarter ended April 26, 2013; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility, 2020 Notes, and 2017 Notes for periods prior to the fiscal quarter ended April 26, 2013 (Non-Guarantor Subsidiaries). The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation and have fully and unconditionally, jointly and severally, guaranteed the secured credit facility, 2020 Notes, and 2017 Notes for periods prior to the fiscal quarter ended April 26, 2013.

Condensed Consolidating Balance Sheet as of April 26, 2013.

(In thousands)
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	10,998		$	1,309	$	156,870	$	0		$	169,177
Cash in escrow		4,017			0		0		0			4,017
Accounts receivable, net		863			129,978		209,707		0			340,548
Inventories		0			168,460		261,501		0			429,961
Income tax refundable		0			7,170		0		0			7,170
Deferred income tax benefits		24,727			137		21,182		0			46,046
Prepaid expenses		139			6,910		16,261		0			23,310
Other current assets		92			137		3,385		0			3,614
Total Current Assets		40,836			314,101		668,906		0			1,023,843
Property, Plant & Equipment, Net		2,003			158,590		190,968		0			351,561
Goodwill		0			313,552		793,962		0			1,107,514
Intangibles, Net		0			119,113		476,094		0			595,207
Debt Issuance Costs, Net		5,928			0		1,135		0			7,063
Deferred Income Tax Benefits		34,824			2		59,651		0			94,477
Other Assets		(70	)		1,495		6,496		0			7,921
Amounts Due From (To) Subsidiaries		0			536,983		0		(536,983	)		0
Investment in Subsidiaries		2,515,545			934,659		159,661		(3,609,865	)		0
Total Assets	$	2,599,066		$	2,378,495	$	2,356,873	$	(4,146,848	)	$	3,187,586

(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	2,066	$	25,845		$	83,488	$	0		$	111,399
Accrued liabilities		14,014		75,932			150,743		0			240,689
Current maturities of long-term debt		8,750		195			11,899		0			20,844
Deferred income tax liabilities		1,233		(8	)		1,959		0			3,184
Federal and foreign income taxes		794		(22,903	)		24,995		0			2,886
Total Current Liabilities		26,857		79,061			273,084		0			379,002
Credit Facilities		200,000		0			0		0			200,000
Long-Term Debt, Net		416,250		44,004			98,332		0			558,586
Deferred Income Tax Liabilities		59,389		(8	)		141,794		0			201,175
Pension and Post- Retirement Obligations		20,183		47,828			65,062		0			133,073
Other Liabilities		8,377		194			25,672		0			34,243
Amounts Due To (From) Subsidiaries		186,503		0			414,200		(600,703	)		0
Shareholders’ Equity		1,681,507		2,207,416			1,338,729		(3,546,145	)		1,681,507
Total Liabilities and Shareholders’ Equity	$	2,599,066	$	2,378,495		$	2,356,873	$	(4,146,848	)	$	3,187,586

Condensed Consolidating Statement of Operations for the three month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	230,311		$	270,151		$	(900	)	$	499,562
Cost of Sales		0			141,178			177,908			(900	)		318,186
		0			89,133			92,243			0			181,376
Expenses
Selling, general and administrative		0			39,105			59,173			0			98,278
Research, development and engineering		0			13,706			11,952			0			25,658
Gain on settlement of contingency		0			0			0			0			0
Total Expenses		0			52,811			71,125			0			123,936
Operating Earnings		0			36,322			21,118			0			57,440
Interest Income		(3,992	)		(1,978	)		(13,136	)		18,958			(148	)
Interest Expense		9,152			6,646			14,642			(18,958	)		11,482
Loss on Extinguishment of Debt		946			0			0			0			946
Earnings (Loss) Before Income Taxes		(6,106	)		31,654			19,612			0			45,160
Income Tax Expense (Benefit)		(1,273	)		6,468			4,287			0			9,482
Earnings (Loss) Including Noncontrolling Interests		(4,833	)		25,186			15,325			0			35,678
Earnings Attributable to Noncontrolling Interests		0			0			(156	)		0			(156	)
Earnings (Loss) Attributable to Esterline		(4,833	)		25,186			15,169			0			35,522
Equity in Net Earnings of Consolidated Subsidiaries		40,355			(275	)		30			(40,110	)		0
Net Earnings (Loss) Attributable to Esterline	$	35,522		$	24,911		$	15,199		$	(40,110	)	$	35,522

Condensed Consolidating Statement of Operations for the six month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor        Subsidiaries			Eliminations			Total
Net Sales	$	0		$	437,010		$	522,321		$	(1,807	)	$	957,524
Cost of Sales		0			273,044			344,566			(1,807	)		615,803
		0			163,966			177,755			0			341,721
Expenses
Selling, general and administrative		0			74,836			122,053			0			196,889
Research, development and engineering		0			24,764			23,970			0			48,734
Gain on settlement of contingency		0			0			0			0			0
Total Expenses		0			99,600			146,023			0			245,623
Operating Earnings		0			64,366			31,732			0			96,098
Interest Income		(7,652	)		(3,695	)		(27,824	)		38,922			(249	)
Interest Expense		17,233			12,967			30,648			(38,922	)		21,926
Loss on Extinguishment of Debt		946			0			0			0			946
Earnings (Loss) Before Income Taxes		(10,527	)		55,094			28,908			0			73,475
Income Tax Expense (Benefit)		(2,223	)		8,914			5,185			0			11,876
Earnings (Loss) Including Noncontrolling Interests		(8,304	)		46,180			23,723			0			61,599
Earnings Attributable to Noncontrolling Interests		0			0			(966	)		0			(966	)
Earnings (Loss) Attributable to Esterline		(8,304	)		46,180			22,757			0			60,633
Equity in Net Earnings of Consolidated Subsidiaries		68,937			383			30			(69,350	)		0
Net Earnings (Loss) Attributable to Esterline	$	60,633		$	46,563		$	22,787		$	(69,350	)	$	60,633

Condensed Consolidating Statement of Cash Flows for the six month period ended April 26, 2013.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	61,599		$	46,563		$	22,787		$	(69,350	)	$	61,599
Depreciation & amortization		0			20,776			35,512			0			56,288
Deferred income taxes		13,077			(325	)		(18,428	)		0			(5,676	)
Share-based compensation		0			2,360			3,298			0			5,658
Gain on sale of capital assets		0			(308	)		(387	)		0			(695	)
Gain on settlement of contingency		0			0			0			0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		(682	)		10,653			31,620			0			41,591
Inventories		0			(8,887	)		(9,392	)		0			(18,279	)
Prepaid expenses		(63	)		(1,519	)		(392	)		0			(1,974	)
Other current assets		42			415			(738	)		0			(281	)
Accounts payable		122			(506	)		806			0			422
Accrued liabilities		(3,117	)		(2,171	)		(8,299	)		0			(13,587	)
Federal & foreign income taxes		2,831			(2,467	)		(3,172	)		0			(2,808	)
Other liabilities		7,824			(7,058	)		(3,978	)		0			(3,212	)
Other, net		1,284			5,789			(3,435	)		0			3,638
		82,917			63,315			45,802			(69,350	)		122,684
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(35	)		(8,495	)		(16,555	)		0			(25,085	)
Proceeds from sale of capital assets		0			308			387			0			695
Acquisitions of business, net of cash acquired		0			0			(40,689	)		0			(40,689	)
		(35	)		(8,187	)		(56,857	)		0			(65,079	)

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans		15,201			0			0			0		15,201
Excess tax benefits from stock options exercised		1,820			0			0			0		1,820
Proceeds from long-term credit facilities		175,000			0			0			0		175,000
Repayment of long-term debt		(175,000	)		(165	)		(22,293	)		0		(197,458	)
Repayment of credit facilities		(40,000	)		0			0			0		(40,000	)
Proceeds from government assistance		0			0			0			0		0
Dividends paid to noncontrolling interests		0			0			(962	)		0		(962	)
Debt and other issuance costs		(453	)		0			0			0		(453	)
Net change in intercompany financing		(65,217	)		(54,969	)		50,836			69,350		0
		(88,649	)		(55,134	)		27,581			69,350		(46,852	)
Effect of foreign exchange rates on cash		(5	)		(9	)		(2,237	)		0		(2,251	)
Net increase (decrease) in cash and cash equivalents		(5,772	)		(15	)		14,289			0		8,502
Cash and cash equivalents – beginning of year		16,770			1,324			142,581			0		160,675
Cash and cash equivalents – end of year	$	10,998		$	1,309		$	156,870		$	0	$	169,177

Condensed Consolidating Balance Sheet as of October 26, 2012.

(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	16,770	$	1,324		$	142,581	$	0		$	160,675
Cash in escrow		5,016		0			0		0			5,016
Accounts receivable, net		181		140,631			242,550		0			383,362
Inventories		0		159,573			250,264		0			409,837
Income tax refundable		0		4,832			0		0			4,832
Deferred income tax benefits		22,874		105			23,021		0			46,000
Prepaid expenses		76		5,391			15,873		0			21,340
Other current assets		134		552			3,945		0			4,631
Total Current Assets		45,051		312,408			678,234		0			1,035,693
Property, Plant & Equipment, Net		2,811		161,998			191,592		0			356,401
Goodwill		0		314,641			784,321		0			1,098,962
Intangibles, Net		0		126,142			482,903		0			609,045
Debt Issuance Costs, Net		7,508		0			1,310		0			8,818
Deferred Income Tax Benefits		36,610		(283	)		61,625		0			97,952
Other Assets		8,082		1,561			10,603		0			20,246
Amounts Due From (To) Subsidiaries		0		491,143			0		(491,143	)		0
Investment in Subsidiaries		2,457,859		1,179,938			170,223		(3,808,020	)		0
Total Assets	$	2,557,921	$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117

(In thousands)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,944		$	26,351		$	80,394	$	0		$	108,689
Accrued liabilities		17,495			79,103			172,955		0			269,553
Current maturities of long-term debt		0			174			10,436		0			10,610
Deferred income tax liabilities		213			(1	)		4,913		0			5,125
Federal and foreign income taxes		(3,418	)		(23,822	)		29,609		0			2,369
Total Current Liabilities		16,234			81,805			298,307		0			396,346
Credit Facilities		240,000			0			0		0			240,000
Long-Term Debt, Net		429,152			44,107			124,801		0			598,060
Deferred Income Tax Liabilities		46,730			(7	)		158,475		0			205,198
Pension and Post-Retirement Obligations		20,507			54,886			56,681		0			132,074
Other Liabilities		5,189			4,194			25,521		0			34,904
Amounts Due To (From) Subsidiaries		179,574			0			369,962		(549,536	)		0
Shareholders’ Equity		1,620,535			2,402,563			1,347,064		(3,749,627	)		1,620,535
Total Liabilities and Shareholders’ Equity	$	2,557,921		$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117

Condensed Consolidating Statement of Operations for the three month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	229,502		$	276,154		$	(825	)	$	504,831
Cost of Sales		0			139,823			181,310			(825	)		320,308
		0			89,679			94,844			0			184,523
Expenses
Selling, general and administrative		0			36,884			62,066			0			98,950
Research, development and engineering		0			13,942			15,603			0			29,545
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Total Expenses		0			50,826			65,778			0			116,604
Operating Earnings		0			38,853			29,066			0			67,919
Interest Income		(3,508	)		(3,684	)		(15,907	)		22,983			(116	)
Interest Expense		8,829			6,637			19,001			(22,983	)		11,484
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) Before Income Taxes		(5,321	)		35,900			25,972			0			56,551
Income Tax Expense (Benefit)		(1,032	)		6,991			5,179			0			11,138
Earnings (Loss) Including Noncontrolling Interests		(4,289	)		28,909			20,793			0			45,413
Earnings Attributable to Noncontrolling Interests		0			0			(222	)		0			(222	)
Earnings (Loss) Attributable to Esterline		(4,289	)		28,909			20,571			0			45,191
Equity in Net Earnings of Consolidated Subsidiaries		49,480			(1,383	)		2,800			(50,897	)		0
Net Earnings (Loss) Attributable to Esterline	$	45,191		$	27,526		$	23,371		$	(50,897	)	$	45,191

Condensed Consolidating Statement of Operations for the six month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Net Sales	$	0		$	443,745		$	533,397		$	(1,429	)	$	975,713
Cost of Sales		0			275,182			359,356			(1,429	)		633,109
		0			168,563			174,041			0			342,604
Expenses
Selling, general and administrative		0			71,777			121,870			0			193,647
Research, development and engineering		0			25,018			30,922			0			55,940
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Total Expenses		0			96,795			140,901			0			237,696
Operating Earnings		0			71,768			33,140			0			104,908
Interest Income		(6,985	)		(7,378	)		(33,398	)		47,550			(211	)
Interest Expense		17,663			13,217			39,682			(47,550	)		23,012
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) Before Income Taxes		(10,678	)		65,929			26,856			0			82,107
Income Tax Expense (Benefit)		(2,029	)		10,364			5,379			0			13,714
Earnings (Loss) Including Noncontrolling Interests		(8,649	)		55,565			21,477			0			68,393
Earnings Attributable to Noncontrolling Interests		0			0			(414	)		0			(414	)
Earnings (Loss) Attributable to Esterline		(8,649	)		55,565			21,063			0			67,979
Equity in Net Earnings of Consolidated Subsidiaries		76,628			8,711			(90	)		(85,249	)		0
Net Earnings (Loss) Attributable to Esterline	$	67,979		$	64,276		$	20,973		$	(85,249	)	$	67,979

Condensed Consolidating Statement of Cash Flows for the six month period ended April 27, 2012.

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	68,393		$	64,276		$	20,973		$	(85,249	)	$	68,393
Depreciation & amortization		0			19,390			35,458			0			54,848
Deferred income taxes		(1,428	)		(65	)		(13,707	)		0			(15,200	)
Share-based compensation		0			2,436			3,451			0			5,887
Gain on sale of capital assets		0			(83	)		(72	)		0			(155	)
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Working capital changes, net of effect of acquisitions:
Accounts receivable		(50	)		12,217			(10,205	)		0			1,962
Inventories		0			(13,312	)		(4,082	)		0			(17,394	)
Prepaid expenses		(57	)		(1,527	)		(4,532	)		0			(6,116	)
Other current assets		4			(83	)		1,036			0			957
Accounts payable		515			(1,406	)		(1,073	)		0			(1,964	)
Accrued liabilities		1,590			(5,751	)		7,096			0			2,935
Federal & foreign income taxes		8,144			(1,546	)		(96	)		0			6,502
Other liabilities		3,862			(7,841	)		(1,552	)		0			(5,531	)
Other, net		(39	)		562			1,546			0			2,069
		80,934			67,267			22,350			(85,249	)		85,302
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(731	)		(13,024	)		(12,022	)		0			(25,777	)
Proceeds from sale of capital assets		0			83			72			0			155
Acquisitions of business, net of cash acquired		0			0			0			0			0
		(731	)		(12,941	)		(11,950	)		0			(25,622	)

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor      Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under share-based compensation plans		3,537			0			0			0		3,537
Excess tax benefits from stock options exercised		221			0			0			0		221
Proceeds from long-term credit facilities		0			0			0			0		0
Repayment of long-term debt		0			(206	)		(8,030	)		0		(8,236	)
Repayment of credit facilities		(60,000	)		0			0			0		(60,000	)
Proceeds from government assistance		0			0			14,048			0		14,048
Dividends paid to noncontrolling interests		0			0			0			0		0
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(63,495	)		(55,689	)		33,935			85,249		0
		(119,737	)		(55,895	)		39,953			85,249		(50,430	)
Effect of foreign exchange rates on cash		2			3			(3,195	)		0		(3,190	)
Net increase (decrease) in cash and cash equivalents		(39,532	)		(1,566	)		47,158			0		6,060
Cash and cash equivalents – beginning of year		49,837			13,450			121,748			0		185,035
Cash and cash equivalents – end of year	$	10,305		$	11,884		$	168,906		$	0	$	191,095