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 May 2, 2014.

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 of incorporation or organization)	(I.R.S. Employer 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 June 2, 2014, 31,970,428 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 May 2, 2014 and October 25, 2013

(In thousands, except share amounts)

	May 2, 2014		October 25, 2013
ASSETS		(Unaudited)
Current Assets
Cash and cash equivalents	$	207,443	$	179,178
Cash in escrow		0		4,018
Accounts receivable, net of allowances of $9,915 and $9,215		354,937		383,666
Inventories
Raw materials and purchased parts		178,202		165,231
Work in process		204,286		182,882
Finished goods		106,742		99,550
		489,230		447,663
Income tax refundable		7,481		6,526
Deferred income tax benefits		47,100		47,277
Prepaid expenses		26,917		18,183
Other current assets		5,716		5,204
Total Current Assets		1,138,824		1,091,715
Property, Plant and Equipment		784,380		767,861
Accumulated depreciation		418,137		396,664
		366,243		371,197
Other Non-Current Assets
Goodwill		1,143,226		1,128,977
Intangibles, net		581,393		580,949
Debt issuance costs, net of accumulated amortization of $5,211 and $4,359		5,359		6,211
Deferred income tax benefits		71,330		71,840
Other assets		19,039		11,223
	$	3,325,414	$	3,262,112

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ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEET

As of May 2, 2014 and October 25, 2013

(In thousands, except share amounts)

	May 2, 2014			October 25, 2013
LIABILITIES AND SHAREHOLDERS’ EQUITY		(Unaudited)
Current Liabilities
Accounts payable	$	118,826		$	123,597
Accrued liabilities		242,615			253,561
Current maturities of long-term debt		17,980			21,279
Deferred income tax liabilities		2,727			2,307
Federal and foreign income taxes		6,012			7,348
Total Current Liabilities		388,160			408,092
Long-Term Liabilities
Credit facilities		130,000			130,000
Long-term debt, net of current maturities		519,254			537,859
Deferred income tax liabilities		184,842			193,119
Pension and post-retirement obligations		63,750			68,102
Other liabilities		49,431			40,188
Shareholders’ Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued and outstanding 31,941,378 and 31,441,949		6,388			6,288
Additional paid-in capital		639,313			604,511
Retained earnings		1,352,072			1,285,090
Accumulated other comprehensive loss		(19,583	)		(22,284	)
Total Esterline shareholders’ equity		1,978,190			1,873,605
Noncontrolling interests		11,787			11,147
Total Shareholders’ Equity		1,989,977			1,884,752
	$	3,325,414		$	3,262,112

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ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Three and Six Month Periods Ended May 2, 2014 and April 26, 2013

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	May 2, 2014			April 26, 2013			May 2, 2014			April 26, 2013
Net Sales	$	529,574		$	499,562		$	1,034,554		$	957,524
Cost of Sales		347,229			318,186			678,914			615,803
		182,345			181,376			355,640			341,721
Expenses
Selling, general & administrative		98,470			98,278			194,676			196,889
Research, development & engineering		26,801			25,658			53,307			48,734
Restructuring charges		2,078			0			6,874			0
Total Expenses		127,349			123,936			254,857			245,623
Operating Earnings From Continuing Operations		54,996			57,440			100,783			96,098
Interest Income		(137	)		(148	)		(257	)		(249	)
Interest Expense		8,439			11,482			17,069			21,926
Loss on Extinguishment of Debt		0			946			0			946
Earnings From Continuing Operations Before Income Taxes		46,694			45,160			83,971			73,475
Income Tax Expense		9,150			9,482			16,263			11,876
Earnings From Continuing Operations Including Noncontrolling Interests		37,544			35,678			67,708			61,599
Earnings Attributable to Noncontrolling Interests		(297	)		(156	)		(383	)		(966	)
Earnings From Continuing Operations Attributable to Esterline, Net of Tax		37,247			35,522			67,325			60,633
Loss From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			(343	)		0
Net Earnings Attributable to Esterline	$	36,904		$	35,522		$	66,982		$	60,633
Earnings (Loss) Per Share Attributable to Esterline – Basic:
Continuing operations	$	1.17		$	1.14		$	2.12		$	1.96
Discontinued operations		(.01	)		.00			(.01	)		.00
Earnings (Loss) Per Share Attributable to Esterline – Basic	$	1.16		$	1.14		$	2.11		$	1.96
Earnings (Loss) Per Share Attributable to Esterline – Diluted:
Continuing operations	$	1.15		$	1.12		$	2.08		$	1.92
Discontinued operations		(.01	)		.00			(.01	)		.00
Earnings (Loss) Per Share Attributable to Esterline – Diluted	$	1.14		$	1.12		$	2.07		$	1.92
Comprehensive Income	$	80,121		$	1,367		$	69,683		$	38,258

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ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Month Periods Ended May 2, 2014 and April 26, 2013

(Unaudited)

(In thousands)

	Six Months Ended
	May 2, 2014			April 26, 2013
Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$	67,365		$	61,599
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization		59,282			56,288
Deferred income taxes		(8,410	)		(5,676	)
Share-based compensation		6,648			5,658
Gain on sale of capital assets		0			(695	)
Working capital changes, net of effect of acquisitions:
Accounts receivable		33,331			41,591
Inventories		(33,485	)		(18,279	)
Prepaid expenses		(8,072	)		(1,974	)
Other current assets		(276	)		(281	)
Accounts payable		(10,650	)		422
Accrued liabilities		(13,224	)		(13,587	)
Federal and foreign income taxes		(3,754	)		(2,808	)
Other liabilities		(1,587	)		(3,212	)
Other, net		(2,716	)		3,638
		84,452			122,684
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(21,297	)		(25,085	)
Proceeds from sale of capital assets		0			695
Acquisitions of business, net of cash acquired		(44,043	)		(40,689	)
		(65,340	)		(65,079	)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		22,957			15,201
Excess tax benefits from stock options exercises		5,297			1,820
Repayment of long-term credit facilities		(25,000	)		(40,000	)
Repayment of long-term debt		(19,302	)		(197,458	)
Proceeds from issuance of long-term credit facilities		25,000			175,000
Dividends paid to noncontrolling interests		(780	)		(962	)
Debt and other issuance costs		0			(453	)
		8,172			(46,852	)
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		981			(2,251	)
Net Increase (Decrease) in Cash and Cash Equivalents		28,265			8,502
Cash and Cash Equivalents – Beginning of Period		179,178			160,675
Cash and Cash Equivalents – End of Period	$	207,443		$	169,177
Supplemental Cash Flow Information
Cash paid for interest	$	14,688		$	21,906
Cash paid for taxes		29,724			20,984

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ESTERLINE TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Month Periods Ended May 2, 2014 and April 26, 2013

1. The consolidated balance sheet as of May 2, 2014, the consolidated statement of operations and comprehensive income for the three and six month periods ended May 2, 2014, and April 26, 2013, and the consolidated statement of cash flows for the six month periods ended May 2, 2014, and April 26, 2013, 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 25, 2013, 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. The first six months of fiscal 2014 contained 27 weeks, while the first six months of fiscal 2013 contained 26 weeks.

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 stock options that were excluded from the calculation of diluted earnings per share because they were anti-dilutive were 177,100 and 249,900 in the second fiscal quarter of 2014 and 2013, respectively. Shares used for calculating earnings per share are disclosed in the following table.

(In thousands)	Three Months Ended				Six Months Ended
	May 2,         2014		April 26,         2013		May 2,         2014		April 26,         2013
Shares Used for Basic Earnings Per Share		31,867		31,100		31,733		31,002
Shares Used for Diluted Earnings Per Share		32,475		31,696		32,348		31,559

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

(In thousands)	Three Months Ended					Six Months Ended
	May 2,         2014		April 26,         2013			May 2,         2014			April 26,         2013
Net Earnings	$	36,904	$	35,522		$	66,982		$	60,633
Change in Fair Value of Derivative Financial Instruments, Net of Tax (1)		4,963		(1,540	)		(3,960	)		(1,586	)
Change in Pension and Post-retirement Obligations, Net of Tax (2)		254		2,126			2,146			1,975
Foreign Currency Translation Adjustment		38,000		(34,741	)		4,515			(22,764	)
Comprehensive Income	$	80,121	$	1,367		$	69,683		$	38,258

⁽¹⁾  Net of tax benefit (expense) of $(1,828) and $705 for the second fiscal quarter of 2014 and 2013, respectively. Net of tax benefit of $1,516 and $481 for the first six months of fiscal 2014 and 2013, respectively.

⁽²⁾  Net of tax expense of $(214) and $(1,130) for the second fiscal quarter of 2014 and 2013, respectively. Net of tax expense of $(1,016) and $(1,075) for the first six months of fiscal 2014 and 2013, respectively.

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

(In thousands)	May 2,           2014			October 25,           2013
Net unrealized loss on derivative contracts	$	(5,456	)	$	(1,496	)
Pension and post-retirement obligations		(54,039	)		(56,185	)
Currency translation adjustment		39,912			35,397
Total accumulated other comprehensive loss	$	(19,583	)	$	(22,284	)

6. On December 20, 2013, the Company acquired Sunbank Family of Companies, LLC (Sunbank) for $51.0 million. The purchase price included $5 million in additional contingent consideration based upon achievement of certain sales levels over a two-year period. Sunbank is a manufacturer of electrical cable accessories, connectors and flexible conduit systems. Sunbank is included in the Sensors & Systems segment.

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.

7. During the second fiscal quarter of 2014, management performed an impairment test of Eclipse Electronic Systems, Inc.’s (Eclipse) long-lived assets including property, plant and equipment and intangible assets due to the uncertain outlook for sales and earnings over the next five years. The net book value of Eclipse’s long-lived assets at May 2, 2014, totaled $41.5 million. Although Eclipse’s sales are currently being delayed and orders pushed out, the forecast of undiscounted cash flow over the remaining useful life of the intangible assets exceeded the book value of Eclipse, and accordingly, no impairment was recorded.

8. The income tax rate was 19.4% and 16.2% for the first six months of fiscal 2014 and 2013, respectively. In the first six months of fiscal 2014, the Company recognized approximately $1.1 million of discrete tax benefits principally related to the following items. The first item was approximately $0.6 million of tax benefits due to the release of reserves due to the expiration of a statute of limitations. The second item was a $0.5 million reduction of net deferred income tax liabilities as a result of the enactment of tax laws reducing the U.K. statutory income tax rate. 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. The income tax rate differed from the statutory rate in the first six months of fiscal 2014 and 2013, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is reasonably possible that within the next twelve months approximately $1.6 million of tax benefits that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of a statute of limitations.

9. As of May 2, 2014, 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 2014 and 2013 was $6.6 million and $5.7 million, respectively. During the first six months of fiscal 2014 and 2013, the Company issued 491,320 and 383,669 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

The Company offers shares under its employee sharesave scheme for U.K. employees. This plan allows participants 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,

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option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. The Company granted 29,242 and 16,722 options in the six month periods ended May 2, 2014, and April 26, 2013, respectively. The weighted-average grant date fair value of options granted during the six month periods ended May 2, 2014, and April 26, 2013, was $27.03 and $20.24 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
	May 2,           2014		April 26,           2013
Volatility		33.69%		36.97%
Risk-free interest rate		0.73%		0.40%
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 191,900 and 237,700 options in the six month periods ended May 2, 2014, and April 26, 2013, respectively. The weighted-average grant date fair value of options granted during the six month periods ended May 2, 2014, and April 26, 2013, was $45.20 and $29.12 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
	May 2,           2014		April 26,           2013
Volatility		41.87 – 43.17%		41.89 – 44.25%
Risk-free interest rate		1.73 – 2.99%		0.79 – 1.88%
Expected life (years)		5 – 9		4.5 – 9.5
Dividends		0		0

The Company granted 77,075 and 32,200 restricted stock units in the six month periods ended May 2, 2014, and April 26, 2013, respectively. The weighted-average grant date fair value of restricted stock units granted during the six month periods ended May 2, 2014, and April 26, 2013, was $84.34 and $62.52 per share, respectively. The fair value of 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.

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10. 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
	May 2,       2014			April 26,     2013			May 2,       2014			April 26,     2013
Service cost	$	2,894		$	2,974		$	5,623		$	6,271
Interest cost		4,765			4,382			9,577			8,794
Expected return on plan assets		(6,939	)		(5,632	)		(13,451	)		(11,305	)
Amortization of prior service cost		19			21			38			42
Amortization of actuarial loss		1,343			3,443			2,700			6,855
Net Periodic Cost	$	2,082		$	5,188		$	4,487		$	10,657
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
	May 2,       2014			April 26,     2013			May 2,       2014			April 26,     2013
Service cost	$	228		$	254		$	463		$	513
Interest cost		184			186			373			376
Amortization of prior service cost		(17	)		(17	)		(34	)		(34	)
Amortization of actuarial loss (gain)		(66	)		8			(134	)		16
Net Periodic Cost	$	329		$	431		$	668		$	871

11. 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 interest rate ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At May 2, 2014, the Company had $130.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.75%, which was 1.91% at May 2, 2014.

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 May 2, 2014, the Company had €9.0 million outstanding or $12.5 million under the Euro Term Loan at an interest rate of Euro LIBOR plus 1.75%, which was 2.00% at May 2, 2014. 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 May 2, 2014, the Company had $166.3 million outstanding under the U.S. Term Loan at an interest rate of LIBOR plus 1.75%, which was 1.91% at May 2, 2014. 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 received proceeds of $2.9 million from the termination of its $175.0 million interest rate swap agreements. As a result, the redemption of the 2017 Notes resulted in a net loss of $0.9 million on extinguishment of debt in the second quarter of fiscal 2013.

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Based on quoted market prices, the fair value of the Company’s $250.0 million 7.0% Senior Notes due August 2020 (2020 Notes) was $271.3 million and $272.5 million as of May 2, 2014, and October 25, 2013, respectively. 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 12.

Government refundable advances 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 4.2% at May 2, 2014. The discounted value of debt recognized was $52.1 million and $56.9 million as of May 2, 2014, and October 25, 2013, respectively.

12. 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 May 2, 2014, and October 25, 2013.

(In thousands)	Level 2
	May 2,           2014		October 25,           2013
Assets:
Derivative contracts designated as hedging instruments	$	2,452	$	2,270
Derivative contracts not designated as hedging instruments		3,739		3,670
Embedded derivatives		1,934		706
Liabilities:
Derivative contracts designated as hedging instruments	$	10,179	$	4,541
Derivative contracts not designated as hedging instruments		17		122
Embedded derivatives		719		344
(In thousands)	Level 3
	May 2, 2014		October 25, 2013
Liabilities:
Contingent purchase obligation	$	5,000	$	4,000

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

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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.

The Company’s contingent purchase obligations consist of additional contingent consideration in connection with the acquisition of Sunbank of $5.0 million as of May 2, 2014. The contingent considerations will be payable to the sellers if certain performance objectives are met following the acquisition in accordance with the terms of the purchase agreement. The values recorded on the balance sheet were derived from the estimated probability that the performance objectives will be met. The contingent purchase obligations are categorized as Level 3 in the fair value hierarchy. The Company paid $4.0 million of contingent consideration in the second fiscal quarter of 2014 for satisfaction of its obligation related to Eclipse.

13. The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and has used 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 May 2, 2014. 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 May 2, 2014, and October 25, 2013, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of $361.2 million and $369.0 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.

11

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 U.S. Term Loan. The Company recorded a gain on the swap termination of $2.9 million in the second fiscal quarter of 2013.

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 May 2, 2014, and October 25, 2013, consisted of:

(In thousands)		Fair Value
	Classification	May 2,           2014		October 25,           2013
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	4,681	$	4,547
	Other assets		1,510		1,393
	Accrued liabilities		7,556		3,002
	Other liabilities		2,640		1,661
Embedded Derivative Instruments:
	Other current assets	$	23	$	59
	Other assets		1,911		647
	Accrued liabilities		415		344
	Other liabilities		304		0

12

The effect of derivative instruments on the consolidated statement of operations and comprehensive income for the three and six month periods ended May 2, 2014, and April 26, 2013, consisted of:

(In thousands)		Three Months Ended						Six Months Ended
	Location of Gain (Loss)	May 2,       2014			April 26,       2013			May 2,       2014			April 26,       2013
Fair Value Hedges:
Interest rate swap contracts
	Interest Expense	$	0		$	342		$	0		$	1,058
	Loss on Extinguishment of Debt		0			2,918			0			2,918
Embedded derivatives
	Sales		(1,881	)		738			866			1,262
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of gain (loss) recognized in AOCI (effective portion)
	AOCI	$	9,034		$	(1,703	)	$	(2,735	)	$	(1,436	)
Amount of gain (loss) reclassified from AOCI into income
	Sales		(2,242	)		(541	)		(2,741	)		(631	)
Net Investment Hedges:
Euro Term Loan	AOCI	$	(556	)	$	1,991		$	(28	)	$	(424	)

During the first six months of fiscal 2014 and 2013, the Company recorded a gain of $0.8 million and a loss of $1.8 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 2014 and 2013. 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 2014 and 2013.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately $5.4 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 May 2, 2014, is 24 months.

14. On December 5, 2013, the Company announced the acceleration of its plans to consolidate certain facilities and create cost efficiencies through shared services in sales, general and administrative support functions. These integration activities are expected to result in charges and expenses of approximately $40 million. The Company expects to incur costs of $25 million to $30 million in fiscal 2014 to support these efforts, with the balance to be incurred in fiscal 2015. The costs are mainly for severance, relocation of facilities and losses on the write off of certain property, plant and equipment. In the first six months of 2014, restructuring expense totaled $8.9 million, reflecting a $2.5 million loss on the write off of certain property, plant and equipment and $4.1 million in severance. The Company has recorded an accrued liability for $4.0 million for these activities as of May 2, 2014.

15. On March 5, 2014, the Company entered into a Consent Agreement (CA) with the U.S. Department of State’s Directorate of Defense Trade Controls Office of Defense Trade Controls Compliance (DTCC) to resolve alleged International Traffic in Arms Regulations (ITAR) civil violations. The CA settles the pending ITAR compliance matter with the DTCC previously reported by the Company that resulted from voluntary reports the

13

Company filed with DTCC that disclosed possible technical and administrative violations of the ITAR. The CA has a three-year term and provides for: (i) a payment of $20 million, $10 million of which is suspended and eligible for offset credit based on verified expenditures for past and future remedial compliance measures; (ii) the appointment of an external Special Compliance Official to oversee compliance with the CA and the ITAR; (iii) two external audits of the Company’s ITAR compliance program; and (iv) continued implementation of ongoing remedial compliance measures and additional remedial compliance measures related to automated systems and ITAR compliance policies, procedures, and training.

The settlement amount in the CA is consistent with the amount proposed by DTCC in August 2013, for which the Company estimated and recorded a $10 million charge in the fiscal quarter ended July 26, 2013. The $10 million portion of the settlement that is not subject to suspension will be paid in installments, with $4 million paid in March 2014, and $2 million to be paid in each of March 2015, 2016, and 2017. The Company expects some part of recent investments made in our ITAR compliance program will be eligible for credit against the suspended portion of the settlement amount, which include: additional staffing, ongoing implementation of a new software system, employee training, and establishment of a regular compliance audit program and corrective action process. The Company expects recent and future investments in remedial compliance measures will be sufficient to cover the $10 million suspended payment.

16. Segment information:

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

(In thousands)	Three Months Ended						Six Months Ended
	May 2, 2014			April 26, 2013			May 2, 2014			April 26, 2013
Sales
Avionics & Controls	$	195,601		$	192,130		$	396,040		$	366,700
Sensors & Systems		210,734			176,964			397,823			348,774
Advanced Materials		123,239			130,468			240,691			242,050
Total Sales	$	529,574		$	499,562		$	1,034,554		$	957,524
Earnings From Continuing Operations Before Income Taxes
Avionics & Controls	$	21,567		$	21,465		$	46,331		$	40,054
Sensors & Systems		23,099			23,207			43,337			42,208
Advanced Materials		27,367			28,623			43,371			46,267
Segment Earnings		72,033			73,295			133,039			128,529
Corporate expense		(17,037	)		(15,855	)		(32,256	)		(32,431	)
Interest income		137			148			257			249
Interest expense		(8,439	)		(11,482	)		(17,069	)		(21,926	)
Loss on extinguishment of debt		0			(946	)		0			(946	)
	$	46,694		$	45,160		$	83,971		$	73,475

17. 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 May 2, 2014, and October 25, 2013, and for the applicable periods ended May 2, 2014, and April 26, 2013, for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility and the 2020 Notes; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility and the 2020 Notes (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 and the 2020 Notes.

14

Condensed Consolidating Balance Sheet as of May 2, 2014.

(In thousands)
	Parent		Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents		$             9,577		$               5,535			$           192,331		$                    0			$         207,443
Cash in escrow		0		0			0		0			0
Accounts receivable, net		573		147,258			207,106		0			354,937
Inventories		0		207,140			282,090		0			489,230
Income tax refundable		4,413		(72	)		3,140		0			7,481
Deferred income tax benefits		25,660		134			21,306		0			47,100
Prepaid expenses		84		9,689			17,144		0			26,917
Other current assets		86		114			5,516		0			5,716
Total Current Assets		40,393		369,798			728,633		0			1,138,824
Property, Plant & Equipment, Net		1,562		171,627			193,054		0			366,243
Goodwill		0		361,492			781,734		0			1,143,226
Intangibles, Net		0		159,449			421,944		0			581,393
Debt Issuance Costs, Net		4,575		0			784		0			5,359
Deferred Income Tax Benefits		17,323		(2	)		54,009		0			71,330
Other Assets		261		9,405			9,373		0			19,039
Amounts Due From (To) Subsidiaries		0		603,074			0		(603,074	)		0
Investment in Subsidiaries		2,740,359		1,004,610			350,270		(4,095,239	)		0
Total Assets		$      2,804,473		$        2,679,453			$        2,539,801		$     (4,698,313	)		$      3,325,414

15

(In thousands)
	Parent		Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		$             1,149		$             34,424			$            83,253		$                    0			$         118,826
Accrued liabilities		14,753		88,111			139,751		0			242,615
Current maturities of long-term debt		8,750		376			8,854		0			17,980
Deferred income tax liabilities		469		0			2,258		0			2,727
Federal and foreign income taxes		18		(11,207	)		17,201		0			6,012
Total Current Liabilities		25,139		111,704			251,317		0			388,160
Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		407,500		55,283			56,471		0			519,254
Deferred Income Tax Liabilities		55,282		(6	)		129,566		0			184,842
Pension and Post- Retirement Obligations		17,418		682			45,650		0			63,750
Other Liabilities		16,907		3,944			28,580		0			49,431
Amounts Due To (From) Subsidiaries		162,250		0			415,547		(577,797	)		0
Shareholders’ Equity		1,989,977		2,507,846			1,612,670		(4,120,516	)		1,989,977
Total Liabilities and Shareholders’ Equity		$      2,804,473		$        2,679,453			$       2,539,801		$     (4,698,313	)		$      3,325,414

16

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three month period ended May 2, 2014.

(In thousands)
	Parent			Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries			Eliminations			Total
Net Sales		$                    0			$           256,254			$           274,396			$            (1,076	)		$         529,574
Cost of Sales		0			164,735			183,570			(1,076	)		347,229
		0			91,519			90,826			0			182,345
Expenses
Selling, general and administrative		0			42,044			56,426			0			98,470
Research, development and engineering		0			13,297			13,504			0			26,801
Restructuring charges		0			1,248			830			0			2,078
Total Expenses		0			56,589			70,760			0			127,349
Operating Earnings From Continuing Operations		0			34,930			20,066			0			54,996
Interest Income		(3,755	)		(1,913	)		(13,697	)		19,228			(137	)
Interest Expense		6,237			6,730			14,700			(19,228	)		8,439
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) From Continuing Operations Before Income Taxes		(2,482	)		30,113			19,063			0			46,694
Income Tax Expense (Benefit)		(520	)		6,381			3,289			0			9,150
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(1,962	)		23,732			15,774			0			37,544
Earnings Attributable to Noncontrolling Interests		0			0			(297	)		0			(297	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(1,962	)		23,732			15,477			0			37,247
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		39,209			802			1,926			(41,937	)		0
Net Earnings (Loss) Attributable to Esterline		$           36,904			$             24,534			$             17,403			$          (41,937	)		$           36,904
Comprehensive Income (Loss)		$           75,488			$             25,065			$             56,268			$          (76,700	)		$           80,121

17

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six month period ended May 2, 2014.

(In thousands)
		Parent			Guarantor   Subsidiaries			Non- Guarantor   Subsidiaries			Eliminations			Total
Net Sales	$	0		$	485,383		$	551,689		$	(2,518	)	$	1,034,554
Cost of Sales		0			312,415			369,017			(2,518	)		678,914
		0			172,968			182,672			0			355,640
Expenses
Selling, general and administrative		0			82,468			112,208			0			194,676
Research, development and engineering		0			25,553			27,754			0			53,307
Restructuring charges		0			4,321			2,553			0			6,874
Total Expenses		0			112,342			142,515			0			254,857
Operating Earnings From Continuing Operations		0			60,626			40,157			0			100,783
Interest Income		(7,751	)		(3,938	)		(28,374	)		39,806			(257	)
Interest Expense		12,573			13,787			30,515			(39,806	)		17,069
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) From Continuing Operations Before Income Taxes		(4,822	)		50,777			38,016			0			83,971
Income Tax Expense (Benefit)		(996	)		10,676			6,583			0			16,263
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(3,826	)		40,101			31,433			0			67,708
Earnings Attributable to Noncontrolling Interests		0			0			(383	)		0			(383	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(3,826	)		40,101			31,050			0			67,325
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		71,151			1,234			1,320			(73,705	)		0
Net Earnings (Loss) Attributable to Esterline	$	66,982		$	41,335		$	32,370		$	(73,705	)	$	66,982
Comprehensive Income (Loss)	$	72,667		$	42,469		$	44,634		$	(90,087	)	$	69,683

18

Condensed Consolidating Statement of Cash Flows for the six month period ended May 2, 2014.

(In thousands)
	Parent			Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests		$         67,365			$             41,335			$             32,370			$          (73,705	)		$            67,365
Depreciation & amortization		0			22,722			36,560			0			59,282
Deferred income taxes		(2,708	)		16			(5,718	)		0			(8,410	)
Share-based compensation		0			2,891			3,757			0			6,648
Gain on sale of capital assets		0			0			0			0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		(257	)		11,715			21,873			0			33,331
Inventories		0			(7,944	)		(25,541	)		0			(33,485	)
Prepaid expenses		33			(3,634	)		(4,471	)		0			(8,072	)
Other current assets		0			1			(277	)		0			(276	)
Accounts payable		(565	)		(132	)		(9,953	)		0			(10,650	)
Accrued liabilities		(6,625	)		(1,292	)		(5,307	)		0			(13,224	)
Federal & foreign income taxes		(6,803	)		22,219			(19,170	)		0			(3,754	)
Other liabilities		5,308			64			(6,959	)		0			(1,587	)
Other, net		(242	)		(3,170	)		696			0			(2,716	)
		55,506			84,791			17,860			(73,705	)		84,452
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(149	)		(7,833	)		(13,315	)		0			(21,297	)
Proceeds from sale of capital assets		0			0			0			0			0
Acquisitions of business, net of cash acquired		0			(44,043	)		0			0			(44,043	)
		(149	)		(51,876	)		(13,315	)		0			(65,340	)

19

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor     Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		22,957			0			0			0		22,957
Excess tax benefits from stock options exercises		5,297			0			0			0		5,297
Repayment of long-term credit facilities		(25,000	)		0			0			0		(25,000	)
Repayment of long-term debt		(4,375	)		(205	)		(14,722	)		0		(19,302	)
Proceeds from issuance of long-term credit facilities		25,000			0			0			0		25,000
Dividends paid to noncontrolling interests		0			0			(780	)		0		(780	)
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(77,490	)		(32,008	)		35,793			73,705		0
		(53,611	)		(32,213	)		20,291			73,705		8,172
Effect of foreign exchange rates on cash and cash equivalents		5			(43	)		1,019			0		981
Net increase (decrease) in cash and cash equivalents		1,751			659			25,855			0		28,265
Cash and cash equivalents – beginning of year		7,826			4,876			166,476			0		179,178
Cash and cash equivalents – end of year	$	9,577		$	5,535		$	192,331		$	0	$	207,443

20

Condensed Consolidating Balance Sheet as of October 25, 2013.

(In thousands)
	Parent		Guarantor     Subsidiaries		Non- Guarantor     Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	7,826	$	4,876	$	166,476	$	0		$	179,178
Cash in escrow		4,018		0		0		0			4,018
Accounts receivable, net		316		154,492		228,858		0			383,666
Inventories		0		190,830		256,833		0			447,663
Income tax refundable		0		6,526		0		0			6,526
Deferred income tax benefits		26,731		171		20,375		0			47,277
Prepaid expenses		117		5,510		12,556		0			18,183
Other current assets		86		115		5,003		0			5,204
Total Current Assets		39,094		362,520		690,101		0			1,091,715
Property, Plant & Equipment, Net		1,754		175,402		194,041		0			371,197
Goodwill		0		344,995		783,982		0			1,128,977
Intangibles, Net		0		144,222		436,727		0			580,949
Debt Issuance Costs, Net		5,252		0		959		0			6,211
Deferred Income Tax Benefits		16,782		0		55,058		0			71,840
Other Assets		18		3,692		7,513		0			11,223
Amounts Due From (To) Subsidiaries		0		549,307		0		(549,307	)		0
Investment in Subsidiaries		2,588,478		979,123		349,104		(3,916,705	)		0
Total Assets	$	2,651,378	$	2,559,261	$	2,517,485	$	(4,466,012	)	$	3,262,112

21

(In thousands)
	Parent		Guarantor     Subsidiaries			Non- Guarantor     Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,714	$	29,064		$	92,819	$	0		$	123,597
Accrued liabilities		21,652		87,826			144,083		0			253,561
Current maturities of long-term debt		8,750		237			12,292		0			21,279
Deferred income tax liabilities		568		24			1,715		0			2,307
Federal and foreign income taxes		2,408		(27,399	)		32,339		0			7,348
Total Current Liabilities		35,092		89,752			283,248		0			408,092
Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		411,875		55,562			70,422		0			537,859
Deferred Income Tax Liabilities		57,757		(7	)		135,369		0			193,119
Pension and Post-Retirement Obligations		17,500		618			49,984		0			68,102
Other Liabilities		12,298		194			27,696		0			40,188
Amounts Due To (From) Subsidiaries		102,104		0			405,018		(507,122	)		0
Shareholders’ Equity		1,884,752		2,413,142			1,545,748		(3,958,890	)		1,884,752
Total Liabilities and Shareholders’ Equity	$	2,651,378	$	2,559,261		$	2,517,485	$	(4,466,012)		$	3,262,112

22

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) 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
Restructuring charges		0			0			0			0			0
Total Expenses		0			52,811			71,125			0			123,936
Operating Earnings From Continuing Operations		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) From Continuing Operations 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) From Continuing Operations Including Noncontrolling Interests		(4,833	)		25,186			15,325			0			35,678
Earnings Attributable to Noncontrolling Interests		0			0			(156	)		0			(156	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(4,833	)		25,186			15,169			0			35,522
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
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
Comprehensive Income (Loss)	$	2,500		$	24,229		$	(17,184	)	$	(8,178	)	$	1,367

23

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) 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
Restructuring charges		0			0			0			0			0
Total Expenses		0			99,600			146,023			0			245,623
Operating Earnings From Continuing Operations		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) From Continuing Operations 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) From Continuing Operations Including Noncontrolling Interests		(8,304	)		46,180			23,723			0			61,599
Earnings Attributable to Noncontrolling Interests		0			0			(966	)		0			(966	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(8,304	)		46,180			22,757			0			60,633
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
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
Comprehensive Income (Loss)	$	41,276		$	45,492		$	8,409		$	(56,919	)	$	38,258

24

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	)
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	)

25

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor     Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		15,201			0			0			0		15,201
Excess tax benefits from stock options exercises		1,820			0			0			0		1,820
Repayment of long-term credit facilities		(40,000	)		0			0			0		(40,000	)
Repayment of long-term debt		(175,000	)		(165	)		(22,293	)		0		(197,458	)
Proceeds from issuance of long-term credit facilities		175,000			0			0			0		175,000
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 and cash equivalents		(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

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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. Our segments are structured around our technical capabilities. Sales in all segments include domestic, international, defense and commercial customers.

The Avionics & Controls segment includes avionics systems, control and communication systems, and interface technologies capabilities. Avionics systems designs and develops cockpit systems integration and avionics solutions for commercial and military applications. Control and communication systems designs and manufactures technology interface systems for military and commercial aircraft and land- and sea-based military vehicles. Additionally, control and 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. Interface technologies manufactures and develops custom control panels, input systems for medical, industrial, military and gaming industries.

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 airborne countermeasure devices for military 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 December 5, 2013, we announced the acceleration of our plans to consolidate certain facilities and create cost efficiencies through shared services in sales, general and administrative and support functions. Our integration activities are expected to result in charges and expenses of approximately $40 million over the next two years. We expect to incur costs of $25 million to $30 million in fiscal 2014, with the balance to be incurred in fiscal 2015. The costs include severance, relocation of facilities and losses from the write off of certain property, plant and equipment. Expense savings on short-cycle activities will commence in fiscal 2014, with substantially more savings projected in fiscal 2015. We expect these projects to result in savings in excess of $15 million annually commencing in fiscal 2016. The projects have payback periods of approximately two years.

Total restructuring expenses were $3.5 million, or 0.7% of sales, in the second fiscal quarter of 2014, of which $2.1 million is reported separately as restructuring expenses and $1.4 million is included in costs of goods sold. Restructuring expenses were mainly comprised of $1.8 million in severance. Total restructuring expenses were $8.9 million, or 0.9% of sales, in the first six months of fiscal 2014, of which $6.9 million is reported separately as restructuring expenses and $2.1 million is included in costs of goods sold. Restructuring expenses were mainly comprised of $4.1 million in severance and a $2.5 million loss on the write off of certain property, plant and equipment.

On December 20, 2013, we acquired the Sunbank Family of Companies, LLC (Sunbank) for $51 million. The purchase price included $5 million in additional contingent consideration based upon achievement of certain sales

27

levels over a two-year period. Sunbank is a manufacturer of electrical cable accessories, connectors, and flexible conduit systems. Sunbank is included in the Sensors & Systems segment.

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 2014, earnings from continuing operations were $37.2 million, or $1.15 per diluted share, compared to $35.5 million, or $1.12 per diluted share, in the second fiscal quarter of 2013. For the first six months of fiscal 2014, earnings from continuing operations were $67.3 million, or $2.08 per diluted share, compared to $60.6 million, or $1.92 per diluted share, during the prior-year period.

Total sales in the second fiscal quarter of 2014 increased 6.0% over the prior-year period, reflecting higher sales mainly in the Sensors & Systems segment, partially offset by lower sales in Advanced Materials. A 19% increase in Sensors & Systems sales mainly reflected higher sales of connection technologies due to increased demand for industrial and commercial aviation applications and incremental sales from the acquisition of Sunbank. The decrease in Advanced Materials sales reflected lower sales of defense technologies. A 1.8% increase in the Avionics & Controls segment principally reflected strong sales from Gamesman. Total sales were impacted by reductions in defense spending mainly due to the continued uncertainty related to defense spending. The impact of this uncertainty is yet to be fully determined, and lack of clarity will likely result in downward pressure for some period of time.

Operating earnings from continuing operations of $55.0 million decreased 4.3% over the prior-year period, mainly due to lower gross margin. Consolidated gross margin decreased to 34.4% in the second fiscal quarter of 2014 compared to 36.3% in the prior-year period. The decrease mainly reflected the reduction in Sensors & Systems gross margin to 32.6% from 38.2% in the prior-year period due to decreased aftermarket sales and lower gross margins of Sunbank.

Research, development and engineering and selling, general and administrative increased modestly over the prior-year period.

Interest expense decreased $3.0 million over the prior-year period due to lower borrowings.

For the second fiscal quarter of 2014, the income tax rate declined to 19.6% from 21.0% in the prior-year period and net earnings were $36.9 million, or $1.14 per diluted share, compared to $35.5 million, or $1.12 per diluted share, in the prior-year period.

For the first six month period of fiscal 2014, total sales increased 8.0% over the prior-year period to $1.0 billion, reflecting higher sales at Avionics & Controls and Sensors & Systems. Consolidated sales reflected a 27-week period in the first six months of fiscal 2014 compared to a 26-week period in the prior-year period. Avionics & Controls segment sales benefited from the incremental sales from the Gamesman acquisition. Sensors & Systems segment sales benefited from favorable foreign exchange rate changes, higher sales volumes of connection technologies and incremental sales from the Sunbank acquisition. Advanced Materials sales decreased on lower sales of combustible ordnance and flare countermeasure devices, substantially offset by higher sales of engineered materials for defense and commercial aviation applications.

Consolidated gross margin decreased to 34.4% in the first six months of fiscal 2014 compared with 35.7% in the prior-year period. This was due to lower gross margins from sales of Sensors & Systems. Research, development and engineering spending increased $4.6 million over the prior-year period to 5.2% of sales. Selling, general and administrative expense, as a percent of sales, decreased 1.7 percentage points over the prior-year period to 18.8% of sales. The decrease in selling, general and administrative expense as a percent of sales mainly reflected higher sales volumes. Earnings from continuing operations were impacted by an increase in the income tax rate to 19.4% from 16.2% in the prior-year period, reflecting certain discrete tax benefits recorded in the prior-year period.

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

28

rate swap agreements and received proceeds of $2.9 million. As a result, the redemption of the 2017 Notes resulted in a loss of $0.9 million on extinguishment of debt.

Net earnings were $67.0 million, or $2.07 per diluted share, for the first six months of fiscal 2014 compared to $60.6 million, or $1.92 per diluted share, in the prior-year period.

Results of Operations

Three Month Period Ended May 2, 2014, Compared with Three Month Period Ended April 26, 2013

Sales for the second fiscal quarter increased 6.0% over the prior-year period. Sales by segment were as follows:

(In thousands)	Incr./(Decr.) from prior     year period	Three Months Ended
		May 2, 2014		April 26, 2013
Avionics & Controls	1.8%	$	195,601	$	192,130
Sensors & Systems	19.1%		210,734		176,964
Advanced Materials	(5.5)%		123,239		130,468
Total Net Sales		$	529,574	$	499,562

The 1.8% increase in sales of Avionics & Controls mainly reflected higher sales at Gamesman of $5 million.

The 19.1% increase in Sensors & Systems principally reflected increased sales of connection technologies and $10 million from incremental sales from the Sunbank acquisition in December 2013. Advanced sensors sales increased $1 million on improved OEM sales partially offset by lower aftermarket sales. Power systems sales increased $9 million mainly due to higher commercial aviation demand. Segment sales also benefited from a stronger euro and U.K. pound relative to the U.S. dollar compared with the prior-year period.

The 5.5% decrease in sales of Advanced Materials principally reflected decreased sales volumes of defense technologies, partially offset by increased sales volumes of engineered materials of $6 million. The decrease in defense technologies sales volumes was due to lower demand for combustible ordnance and flare countermeasure devices. The increase in engineered materials mainly reflected higher sales for defense and commercial aviation applications.

Overall, gross margin was 34.4% and 36.3% for the second fiscal quarter of 2014 and 2013, respectively. Gross profit was $182.3 million and $181.4 million for the second fiscal quarter of 2014 and 2013, respectively. Gross margin was impacted by $1.4 million in restructuring expense in the second fiscal quarter of 2014 and by $0.9 million due to valuing Sunbank’s inventory at fair value.

Avionics & Controls segment gross margin was 36.1% and 36.9% for the second fiscal quarter of 2014 and 2013, respectively. Segment gross profit was $70.7 million compared to $70.8 million in the prior-year period. The slight decrease in segment gross profit principally reflected lower gross profit on sales of cockpit control devices of $6 million, substantially offset by a $5 million increase in gross profit on sales of avionics systems. The decrease in gross profit on cockpit control devices was mainly due to lower sales volumes for defense applications. The increase in gross profit on avionics systems principally reflected higher sales of aviation products for defense applications and a sale of licensed technology.

Sensors & Systems segment gross margin was 32.6% and 38.2% for the second fiscal quarter of 2014 and 2013, respectively. Segment gross profit was $68.7 million compared to $67.6 million in the prior-year period. The increase in gross profit was mainly due to higher sales volumes of connection technologies. The decrease in gross margin reflected lower aftermarket sales of advanced sensors and power systems and higher operating expenses at our advanced sensor operations. In addition, gross margin on segment sales were impacted by valuing Sunbank’s inventory at fair value and its lower gross margins than the overall segment margins.

29

Advanced Materials segment gross margin was 34.9% compared to 32.9% for the prior-year period. Segment gross profit was $43.0 million in both the second fiscal quarter of 2014 and in the prior-year period. Gross profit in the second fiscal quarter of 2014 compared to the prior-year period reflected higher sales volumes of engineered materials for defense applications, offset by lower gross profit on decreased sales volumes of combustible ordnance and flare countermeasure devices. Gross margin improved in the second fiscal quarter of 2014 due to higher sales of engineered materials for defense applications.

Selling, general and administrative expenses (which include corporate expenses) totaled $98.5 million, or 18.6% of sales, and $98.3 million, or 19.7% of sales, for the second fiscal quarter of 2014 and 2013, respectively.

Research, development and engineering spending was $26.8 million, or 5.1% of sales, for the second fiscal quarter of 2014 compared with $25.7 million, or 5.1% of sales, for the second fiscal quarter of 2013, mainly reflecting higher research, development and engineering for advanced sensors and connection technologies. Fiscal 2014 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 2014 totaled $72.0 million, or 13.6% of sales, compared with $73.3 million, or 14.7% of sales, for the second fiscal quarter of 2013. Excluding restructuring expenses of $3.3 million, segment earnings were $75.4 million, or 14.2% of sales, for the second fiscal quarter of 2014.

Avionics & Controls segment earnings were $21.6 million, or 11.0% of sales, in the second fiscal quarter of 2014 and $21.5 million, or 11.2% of sales, in the second fiscal quarter of 2013, mainly reflecting a $4 million increase in avionics systems and interface technologies, substantially offset by a decrease in control and communication systems. Avionics systems earnings benefited from increased gross profit, partially offset by $1.0 million in restructuring expense, mainly severance. Interface technologies earnings benefited from incremental earnings of $2 million from Gamesman, which were substantially offset by lower earnings from sales of interface technologies for medical applications. Control and communication systems earnings were mainly impacted by decreased earnings on lower sales of cockpit control devices.

During the second fiscal quarter of 2014, management performed an impairment test of Eclipse Electronic Systems, Inc.’s (Eclipse) long-lived assets including property, plant and equipment and intangible assets due to the uncertain outlook for sales and earnings over the next five years. The net book value of Eclipse’s long-lived assets at May 2, 2014, totaled $41.5 million. Although sales are currently being delayed and orders pushed out, the forecast of undiscounted cash flow over the remaining useful life of the intangible assets exceeded the book value of Eclipse, and accordingly, no impairment was recorded. If Eclipse’s performance declines further or if there are other changes that impact Eclipse’s outlook, we may incur an impairment loss in a future period that could be material.

Sensors & Systems segment earnings were $23.1 million, or 11.0% of sales, for the second fiscal quarter of 2014 compared with $23.2 million, or 13.1% of sales, for the second fiscal quarter of 2013. Sensors & Systems earnings were impacted by lower gross margin and $1.7 million in restructuring expense.

Advanced Materials segment earnings were $27.4 million, or 22.2% of sales, for the second fiscal quarter of 2014 compared with $28.6 million, or 21.9% of sales, for the second fiscal quarter of 2013, primarily reflecting declines of $0.5 million from lower earnings from sales of combustible ordnance and flare countermeasures and restructuring expense, mainly severance. This decrease in segment earnings was substantially offset by increased gross profit on higher sales of elastomer materials for defense applications.

Interest expense for the second fiscal quarter of 2014 and 2013 was $8.4 million and $11.5 million, respectively, reflecting lower borrowings.

In April 2013, we redeemed the 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 received proceeds of $2.9 million from terminating our $175.0 million interest rate swap agreements. As a result, the redemption of the 2017 Notes resulted in a loss of $0.9 million on extinguishment of debt.

30

The income tax rate was 19.6% and 21.0% for the second fiscal quarter of 2014 and 2013, respectively. In the second fiscal quarter of 2014, we recognized $0.6 million of discrete tax benefits principally related to the reduction of net deferred income tax liabilities as a result of the enactment of tax laws reducing the U.K. statutory income tax rate. The income tax rate differed from the statutory rate in the second fiscal quarter of 2014 and 2013, 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 May 2, 2014, and April 26, 2013, are as follows:

(In thousands) Gain (Loss)	Three Months Ended
	May 2, 2014			April 26, 2013
Forward foreign currency contracts	$	1,287		$	(2,128	)
Forward foreign currency contracts - reclassified from AOCI		(2,242	)		(541	)
Embedded derivatives		(1,718	)		773
Revaluation of monetary assets/liabilities		(1,494	)		73
Total	$	(4,167	)	$	(1,823	)

Six Month Period Ended May 2, 2014, Compared with Six Month Period Ended April 26, 2013

Sales for the first six months increased 8.0% over the prior-year period. Sales by segment were as follows:

(In thousands)	Incr./(Decr.) from prior     year period	Six Months Ended
		May 2, 2014		April 26, 2013
Avionics & Controls	8.0%	$	396,040	$	366,700
Sensors & Systems	14.1%		397,823		348,774
Advanced Materials	(0.6)%		240,691		242,050
Total Net Sales		$	1,034,554	$	957,524

The 8.0% increase in sales of Avionics & Controls reflected increased sales volumes of interface technologies of $21 million and avionics systems and control and communication systems of $8 million. The $21 million increase in interface technologies sales mainly reflected incremental sales from the Gamesman acquisition. A $4 million increase in avionics systems mainly reflected higher sales of aviation products for defense applications. A $5 million increase in control and communication systems sales mainly reflected increased sales volumes of control panels and switches of $6 million for commercial aviation applications. Additionally, the increase reflected higher sales volumes of communication systems to enhance security and aural clarity in military communications and secure communication devices of $7 million. These increases were partially offset by reduced sales of cockpit controls of $6 million and embedded communication intercept receivers of $3 million for defense applications.

The 14.1% increase in sales of Sensors & Systems principally reflected increased sales of connection technologies of $34 million and power systems of $10 million. The increase in connection technologies reflected incremental sales from the Sunbank acquisition of $14 million and higher sales volumes of connection technologies for

31

commercial aviation and industrial applications. The increase in power systems sales mainly reflected higher OEM sales for commercial aviation applications. Advanced sensors sales increased $6 million on improved OEM sales partially offset by lower aftermarket sales. Segment sales also benefited from a stronger euro and U.K. pound relative to the U.S. dollar compared with the prior-year period.

The 0.6% decrease in sales of Advanced Materials principally reflected lower sales volumes of defense technologies of $17 million, substantially offset by increased sales of engineered materials for defense and commercial aviation applications.

Overall, gross margin as a percentage of sales was 34.4% and 35.7% for the first six months of fiscal 2014 and 2013, respectively. Gross profit was $355.6 million and $341.7 million for the first six months of fiscal 2014 and 2013, respectively. Gross margin was impacted by $2.1 million in restructuring expense in the first six months of fiscal 2014.

Avionics & Controls segment gross margin was 36.4% and 36.7% for the first six months of fiscal 2014 and 2013, respectively. Segment gross profit was $144.2 million compared to $134.7 million in the prior-year period, reflecting a $16 million increase on gross profit from sales of avionics systems and interface technologies, partially offset by a $6 million decrease on gross profit on sales of control and communication systems. Gross profit on avionics systems increased $10 million mainly due to higher sales of aviation products for defense applications. Gross profit on interface technologies increased $6 million mainly due to incremental sales from the Gamesman acquisition. The decrease in gross profit on control and communication systems was due to lower demand for cockpit control devices and embedded communication intercept receivers.

Sensors & Systems segment gross margin was 33.7% and 37.4% for the first six months of fiscal 2014 and 2013, respectively. Segment gross profit was $134.0 million compared to $130.3 million in the prior-year period. The increase in gross profit was mainly due to higher sales volumes of connection technologies. The decrease in gross margin reflected lower aftermarket sales of advanced sensors and power systems and higher operating expenses at our advanced sensor operations.

Advanced Materials segment gross margin was 32.2% for the first six months of fiscal 2014 compared to 31.7% for the same period one year ago. Segment gross profit was $77.4 million compared to $76.8 million in the prior-year period. The slight increase in segment gross profit reflected a $9 million increase in gross profit on higher sales of elastomer materials for commercial aviation and defense applications, partially offset by a decrease in gross profit on sales of defense technologies due to lower sales of combustible ordnance and flare countermeasures.

Selling, general and administrative expenses (which include corporate expenses) totaled $194.7 million, or 18.8% of sales, and $196.9 million, or 20.6% of sales, for the first six months of fiscal 2014 and 2013, respectively. The decrease in selling, general and administrative expense as a percentage of sales mainly reflected higher sales volumes.

Research, development and engineering spending was $53.3 million, or 5.2% of sales, for the first six months of fiscal 2014 compared with $48.7 million, or 5.1% of sales, for the first six months of fiscal 2013. The increase in research, development and engineering spending principally reflects higher spending on avionics systems and advanced sensors. Fiscal 2014 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 2014 totaled $133.0 million, or 12.9% of sales, compared with $128.5 million, or 13.4% of sales, for the first six months in fiscal 2013. Excluding restructuring expenses of $8.7 million, segment earnings were $141.8 million, or 13.7% of sales, for the first six months of 2014.

Avionics & Controls segment earnings were $46.3 million, or 11.7% of sales, in the first six months of fiscal 2014 and $40.1 million, or 10.9% of sales, in the first six months of fiscal 2013, mainly reflecting a $7 million increase in avionics systems and a $4 million increase in interface technologies, partially offset by a $5 million decrease in control and communication systems. Avionics systems earnings benefited from increased gross profit, partially offset by $3.1 million in restructuring expense, mainly severance, and higher research, development and engineering

32

expense of $2 million. The increase in interface technologies earnings reflected incremental earnings from the Gamesman acquisition. Control and communication systems earnings were mainly impacted by decreased earnings on lower sales of cockpit control devices and embedded communication intercept receivers.

Sensors & Systems segment earnings were $43.3 million, or 10.9% of sales, for the first six months of fiscal 2014 compared with $42.2 million, or 12.1% of sales, for the first six months of fiscal 2013. Sensors & Systems benefited by improved earnings from increased sales of connection technologies, partially offset by lower earnings on sales of advanced sensors and $2.2 million in segment restructuring expense.

Advanced Materials segment earnings were $43.4 million, or 18.0% of sales, for the first six months of fiscal 2014 compared with $46.3 million, or 19.1% of sales, for the first six months of fiscal 2013, primarily reflecting lower earnings from sales of combustible ordnance and countermeasures and restructuring expense of $3.1 million. The restructuring expense mainly reflected a loss from the write off of certain property, plant and equipment resulting from a planned facility closure. This decrease in segment earnings was partially offset by increased gross profit on higher sales of elastomer materials for commercial aviation and defense applications.

Interest expense for the first six months of fiscal 2014 was $17.1 million compared with $21.9 million for the first six months of fiscal 2013, reflecting lower borrowings.

The income tax rate was 19.4% and 16.2% for the first six months of fiscal 2014 and 2013, respectively. In the first six months of 2014, we recognized approximately $1.1 million of discrete tax benefits principally related to the following items: first was approximately $0.6 million of tax benefits due to the release of reserves due to the expiration of a statute of limitations; second was a $0.5 million reduction of net deferred income tax liabilities as a result of the enactment of tax laws reducing the U.K. statutory income tax rate. In the first six months of 2013, we recognized $3.6 million of discrete tax benefits principally related to the following items: first item was approximately $1.5 million of tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits; second was approximately $2.3 million of tax benefits related to the settlement of U.S. and foreign tax examinations. The income tax rate differed from the statutory rate in the first six months of fiscal 2014 and 2013, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is reasonably possible that within the next twelve months approximately $1.6 million of tax benefits that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of a statute of limitations.

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 May 2, 2014, and April 26, 2013, are as follows:

33

(In thousands) Gain (Loss)	Six Months Ended
	May 2, 2014			April 26, 2013
Forward foreign currency contracts	$	793		$	(1,758	)
Forward foreign currency contracts reclassified from AOCI		(2,741	)		(631	)
Embedded derivatives		805			1,270
Revaluation of monetary assets/liabilities		(157	)		(2,394	)
Total	$	(1,300	)	$	(3,513	)

New orders for the first six months of fiscal 2014 were $1.1 billion compared with $967.7 million for the same period in 2013. Backlog was $1.3 billion at May 2, 2014, April 26, 2013, and at October 25, 2013.

Liquidity and Capital Resources

Cash and cash equivalents at May 2, 2014, totaled $207.4 million, an increase of $28.3 million from October 25, 2013. Net working capital increased to $750.7 million at May 2, 2014, from $683.6 million at October 25, 2013. 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 $84.5 million and $122.7 million in the first six months of fiscal 2014 and 2013, respectively, reflecting an increase in working capital, particularly inventory.

Cash flows used by investing activities were $65.3 million and $65.1 million in the first six months of fiscal 2014 and 2013, respectively. Cash flows used by investing activities in the first six months of fiscal 2014 primarily reflected cash paid for capital expenditures of $21.3 million and acquisitions of $44.0 million. Cash flows used by investing activities in the first six months of fiscal 2013 primarily reflected cash paid for capital expenditures and acquisitions.

Cash flows provided by financing activities were $8.2 million in the first six months of fiscal 2014. Cash flows used by financing activities in the first six months of fiscal 2013 were $46.9 million. Cash flows provided by financing activities in the first six months of fiscal 2014 primarily reflected $23.0 million from issuance of common stock under our employee stock plans and $25.0 million of proceeds from issuance of long-term credit facilities, which were partially offset by repayment of long-term debt and credit facilities of $44.3 million. Cash flows used by financing activities in the first six months of fiscal 2013 primarily reflected repayment of long-term debt and credit facilities for $237.5 million and proceeds from our long-term credit facilities of $175.0 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 $60 million during fiscal 2014, compared with $55.3 million expended in fiscal 2013 (excluding acquisitions).

Total debt at May 2, 2014, was $667.2 million and consisted of the $250.0 million 7.0% Senior Notes due August 2020, $166.3 million of the $175.0 million term loan, $12.5 million (€9.0 million) of the €125.0 million term loan, $130.0 million in borrowings under our secured credit facility, $52.1 million of government refundable advances, $56.0 million under capital lease obligations and $0.3 million under our various foreign currency debt agreements and other debt agreements.

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 25, 2013, that may cause our or the industry’s actual results, performance or achievements to be

34

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 2014. 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 25, 2013.

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 May 2, 2014. Based upon that evaluation, they concluded as of May 2, 2014, 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 May 2, 2014, 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.

35

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.

See Note 15 to the consolidated financial statements included in Part 1, Item 1 of this report for information regarding legal proceedings.

Item 6.             Exhibits

10.1	Consent Agreement between Esterline Technologies Corporation and the U.S. Department of State Bureau of Political Military Affairs dated March 5, 2014. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 5, 2014 [Commission File No. 1-6357].)
11	Schedule setting forth computation of basic and diluted earnings per common share for the three and six month periods ended May 2, 2014, and April 26, 2013.
31.1	Certification of Chief Executive Officer.
31.2	Certification of Chief Financial Officer.
32.1	Certification (of Curtis C. Reusser) 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:  June 5, 2014	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 May 2, 2014 and April 26, 2013

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended					Six Months Ended
	May 2,     2014			April 26,     2013		May 2,     2014			April 26,     2013
Net Sales	$	529,574		$	499,562	$	1,034,554		$	957,524
Gross Margin		182,345			181,376		355,640			341,721
Net Earnings from Continuing Operations Attributable to Esterline	$	37,247		$	35,522	$	67,325		$	60,633
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0		(343	)		0
Net Earnings Attributable to Esterline	$	36,904		$	35,522	$	66,982		$	60,633
Basic
Weighted Average Number of Shares Outstanding		31,867			31,100		31,733			31,002
Earnings (Loss) Per Share Attributable to Esterline – Basic:
Continuing Operations	$	1.17		$	1.14	$	2.12		$	1.96
Discontinued Operations		(.01	)		.00		(.01	)		.00
Earnings (Loss) Per Share Attributable to Esterline – Basic	$	1.16		$	1.14	$	2.11		$	1.96
Diluted
Weighted Average Number of Shares Outstanding		31,867			31,100		31,733			31,002
Net Shares Assumed to be Issued for Stock Options and RSUs		608			596		615			557
Weighted Average Number of Shares and Equivalent Shares Outstanding – Diluted		32,475			31,696		32,348			31,559
Earnings (Loss) Per Share Attributable to Esterline – Diluted:
Continuing Operations	$	1.15		$	1.12	$	2.08		$	1.92
Discontinued Operations		(.01	)		.00		(.01	)		.00
Earnings (Loss) Per Share Attributable to Esterline – Diluted	$	1.14		$	1.12	$	2.07		$	1.92

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Curtis C. Reusser, 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:  June 5, 2014	By:	/s/ Curtis C. Reusser
		Curtis C. Reusser
		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:  June 5, 2014	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 May 2, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Curtis C. Reusser, 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:  June 5, 2014	By:	/s/ Curtis C. Reusser
		Curtis C. Reusser
		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 May 2, 2014, 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:  June 5, 2014	By:	/s/ Robert D. George
		Robert D. George
		Chief Financial Officer, Vice President, and Corporate Development

XML

Employee Stock Plans - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	May 02, 2014	Apr. 26, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost	$ 6,648	$ 5,658
Shares issued under share-based compensation plans	491,320	383,669
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%
Employee Sharesave Scheme
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount rate of market value on purchase date	5.00%
The term of options, years	3 years
Number of options granted	29,242	16,722
Weighted-average grant date fair value of options granted	$ 27.03	$ 20.24
Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted	191,900	237,700
Weighted-average grant date fair value of options granted	$ 45.20	$ 29.12
Restricted units granted	77,075	32,200
Weighted-average grant date fair value of restricted stock units granted	$ 84.34	$ 62.52

XML

Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	May 02, 2014	Apr. 26, 2013
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$ 67,365	$ 61,599
Depreciation & amortization	59,282	56,288
Deferred income taxes	(8,410)	(5,676)
Share-based compensation	6,648	5,658
Gain on sale of capital assets	0	(695)
Working capital changes, net of effect of acquisitions:
Accounts receivable	33,331	41,591
Inventories	(33,485)	(18,279)
Prepaid expenses	(8,072)	(1,974)
Other current assets	(276)	(281)
Accounts payable	(10,650)	422
Accrued liabilities	(13,224)	(13,587)
Federal & foreign income taxes	(3,754)	(2,808)
Other liabilities	(1,587)	(3,212)
Other, net	(2,716)	3,638
Net Cash Provided (Used) by Operating Activities	84,452	122,684
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(21,297)	(25,085)
Proceeds from sale of capital assets	0	695
Acquisitions of business, net of cash acquired	(44,043)	(40,689)
Net cash provided by (used in) investing activities	(65,340)	(65,079)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans	22,957	15,201
Excess tax benefits from stock options exercises	5,297	1,820
Repayment of long-term credit facilities	(25,000)	(40,000)
Repayment of long-term debt	(19,302)	(197,458)
Proceeds from issuance of long-term credit facilities	25,000	175,000
Dividends paid to noncontrolling interests	(780)	(962)
Debt and other issuance costs	0	(453)
Net change in intercompany financing	0	0
Net Cash Provided (Used) by Financing Activities	8,172	(46,852)
Effect of foreign exchange rates on cash and cash equivalents	981	(2,251)
Net increase (decrease) in cash and cash equivalents	28,265	8,502
Cash and Cash Equivalents - Beginning of Period	179,178	160,675
Cash and Cash Equivalents - End of Period	207,443	169,177
Parent Company
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	67,365	61,599
Depreciation & amortization	0	0
Deferred income taxes	(2,708)	13,077
Share-based compensation	0	0
Gain on sale of capital assets	0	0
Working capital changes, net of effect of acquisitions:
Accounts receivable	(257)	(682)
Inventories	0	0
Prepaid expenses	33	(63)
Other current assets	0	42
Accounts payable	(565)	122
Accrued liabilities	(6,625)	(3,117)
Federal & foreign income taxes	(6,803)	2,831
Other liabilities	5,308	7,824
Other, net	(242)	1,284
Net Cash Provided (Used) by Operating Activities	55,506	82,917
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(149)	(35)
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	(149)	(35)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans	22,957	15,201
Excess tax benefits from stock options exercises	5,297	1,820
Repayment of long-term credit facilities	(25,000)	(40,000)
Repayment of long-term debt	(4,375)	(175,000)
Proceeds from issuance of long-term credit facilities	25,000	175,000
Dividends paid to noncontrolling interests	0	0
Debt and other issuance costs	0	(453)
Net change in intercompany financing	(77,490)	(65,217)
Net Cash Provided (Used) by Financing Activities	(53,611)	(88,649)
Effect of foreign exchange rates on cash and cash equivalents	5	(5)
Net increase (decrease) in cash and cash equivalents	1,751	(5,772)
Cash and Cash Equivalents - Beginning of Period	7,826	16,770
Cash and Cash Equivalents - End of Period	9,577	10,998
Guarantor Subsidiaries
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	41,335	46,563
Depreciation & amortization	22,722	20,776
Deferred income taxes	16	(325)
Share-based compensation	2,891	2,360
Gain on sale of capital assets	0	(308)
Working capital changes, net of effect of acquisitions:
Accounts receivable	11,715	10,653
Inventories	(7,944)	(8,887)
Prepaid expenses	(3,634)	(1,519)
Other current assets	1	415
Accounts payable	(132)	(506)
Accrued liabilities	(1,292)	(2,171)
Federal & foreign income taxes	22,219	(2,467)
Other liabilities	64	(7,058)
Other, net	(3,170)	5,789
Net Cash Provided (Used) by Operating Activities	84,791	63,315
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(7,833)	(8,495)
Proceeds from sale of capital assets	0	308
Acquisitions of business, net of cash acquired	(44,043)	0
Net cash provided by (used in) investing activities	(51,876)	(8,187)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans	0	0
Excess tax benefits from stock options exercises	0	0
Repayment of long-term credit facilities	0	0
Repayment of long-term debt	(205)	(165)
Proceeds from issuance of long-term credit facilities	0	0
Dividends paid to noncontrolling interests	0	0
Debt and other issuance costs	0	0
Net change in intercompany financing	(32,008)	(54,969)
Net Cash Provided (Used) by Financing Activities	(32,213)	(55,134)
Effect of foreign exchange rates on cash and cash equivalents	(43)	(9)
Net increase (decrease) in cash and cash equivalents	659	(15)
Cash and Cash Equivalents - Beginning of Period	4,876	1,324
Cash and Cash Equivalents - End of Period	5,535	1,309
Non-Guarantor Subsidiaries
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	32,370	22,787
Depreciation & amortization	36,560	35,512
Deferred income taxes	(5,718)	(18,428)
Share-based compensation	3,757	3,298
Gain on sale of capital assets	0	(387)
Working capital changes, net of effect of acquisitions:
Accounts receivable	21,873	31,620
Inventories	(25,541)	(9,392)
Prepaid expenses	(4,471)	(392)
Other current assets	(277)	(738)
Accounts payable	(9,953)	806
Accrued liabilities	(5,307)	(8,299)
Federal & foreign income taxes	(19,170)	(3,172)
Other liabilities	(6,959)	(3,978)
Other, net	696	(3,435)
Net Cash Provided (Used) by Operating Activities	17,860	45,802
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(13,315)	(16,555)
Proceeds from sale of capital assets	0	387
Acquisitions of business, net of cash acquired	0	(40,689)
Net cash provided by (used in) investing activities	(13,315)	(56,857)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans	0	0
Excess tax benefits from stock options exercises	0	0
Repayment of long-term credit facilities	0	0
Repayment of long-term debt	(14,722)	(22,293)
Proceeds from issuance of long-term credit facilities	0	0
Dividends paid to noncontrolling interests	(780)	(962)
Debt and other issuance costs	0	0
Net change in intercompany financing	35,793	50,836
Net Cash Provided (Used) by Financing Activities	20,291	27,581
Effect of foreign exchange rates on cash and cash equivalents	1,019	(2,237)
Net increase (decrease) in cash and cash equivalents	25,855	14,289
Cash and Cash Equivalents - Beginning of Period	166,476	142,581
Cash and Cash Equivalents - End of Period	192,331	156,870
Eliminations
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	(73,705)	(69,350)
Depreciation & amortization	0	0
Deferred income taxes	0	0
Share-based compensation	0	0
Gain on sale of capital assets	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	(73,705)	(69,350)
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 employee stock plans	0	0
Excess tax benefits from stock options exercises	0	0
Repayment of long-term credit facilities	0	0
Repayment of long-term debt	0	0
Proceeds from issuance of long-term credit facilities	0	0
Dividends paid to noncontrolling interests	0	0
Debt and other issuance costs	0	0
Net change in intercompany financing	73,705	69,350
Net Cash Provided (Used) by Financing Activities	73,705	69,350
Effect of foreign exchange rates on cash and cash equivalents	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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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
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Fair Value Hedging | Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swap contracts	$ 0	$ 342	$ 0	$ 1,058
Fair Value Hedging | Loss On Debt Extinguishment
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swap contracts	0	2,918	0	2,918
Fair Value Hedging | Sales
Derivative Instruments, Gain (Loss) [Line Items]
Embedded derivatives	(1,881)	738	866	1,262
Cash Flow Hedging | Sales
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) reclassified from AOCI into income	(2,242)	(541)	(2,741)	(631)
Cash Flow Hedging | AOCI
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in AOCI (effective portion)	9,034	(1,703)	(2,735)	(1,436)
Net Investment Hedges | AOCI
Derivative Instruments, Gain (Loss) [Line Items]
Euro Term Loan	$ (556)	$ 1,991	$ (28)	$ (424)

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Derivative Financial Instruments - Additional Information (Detail) In Millions, unless otherwise specified	6 Months Ended			6 Months Ended				3 Months Ended
	May 02, 2014 USD ($)	Apr. 26, 2013 USD ($)	Nov. 30, 2010 USD ($)	May 02, 2014 100 Million Interest Rate Swap Agreement	Nov. 30, 2010 100 Million Interest Rate Swap Agreement	May 02, 2014 Foreign Exchange Contract USD ($)	Oct. 25, 2013 Foreign Exchange Contract USD ($)	Apr. 26, 2013 Interest Rate Swap USD ($)	Jul. 31, 2011 Fair Value Hedging Euro Term Loan EUR (€)
Derivative [Line Items]
Derivative notional amount						$ 361.2	$ 369.0		€ 125.0
Senior Notes			175.0
Senior Notes maturity year				2017
Fixed interest rate					6.625%
Gain on termination of contract								2.9
Gain (Loss) on foreign currency forward exchange contracts not designated as an accounting hedge	0.8	(1.8)
Reclassification of net loss into earnings	$ 5.4
Maximum duration of foreign currency cash flow hedge	24 months

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Schedule of Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	May 02, 2014		Apr. 26, 2013		May 02, 2014		Apr. 26, 2013
Comprehensive Income (Loss) [Line Items]
Net Earnings	$ 36,904		$ 35,522		$ 66,982		$ 60,633
Change in Fair Value of Derivative Financial Instruments, Net of Tax	4,963	[1]	(1,540)	[1]	(3,960)	[1]	(1,586)	[1]
Change in Pension and Post-retirement Obligations, Net of Tax	254	[2]	2,126	[2]	2,146	[2]	1,975	[2]
Foreign Currency Translation Adjustment	38,000		(34,741)		4,515		(22,764)
Comprehensive Income	$ 80,121		$ 1,367		$ 69,683		$ 38,258

[1] Net of tax benefit (expense) of $(1,828) and $705 for the second fiscal quarter of 2014 and 2013, respectively. Net of tax benefit of $1,516 and $481 for the first six months of fiscal 2014 and 2013, respectively.

[2] Net of tax expense of $(214) and $(1,130) for the second fiscal quarter of 2014 and 2013, respectively. Net of tax expense of $(1,016) and $(1,075) for the first six months of fiscal 2014 and 2013, respectively.

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Employee Stock Plans (Tables)

6 Months Ended

May 02, 2014

Employee Sharesave Scheme

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

	Six Months Ended
	May 2,           2014		April 26,           2013
Volatility		33.69%		36.97%
Risk-free interest rate		0.73%		0.40%
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
	May 2,           2014		April 26,           2013
Volatility		41.87 – 43.17%		41.89 – 44.25%
Risk-free interest rate		1.73 – 2.99%		0.79 – 1.88%
Expected life (years)		5 – 9		4.5 – 9.5
Dividends		0		0

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	May 02, 2014	Mar. 05, 2014	Jul. 26, 2013
Loss Contingencies [Line Items]
Consent agreement term	The CA has a three-year term and provides for (i) a payment of $20 million, $10 million of which is suspended and eligible for offset credit based on verified exenditures for past and future remedial compliance measures; (ii) the appointment of an external Special Compliance Official to oversee compliance with the CA and the ITAR; (iii) two external audits of the Company's ITAR compliance program; and (iv) continued
Total penalty proposed by DDTC Office of Compliance		$ 20
Penalty suspended and eligible for offset credit		10
Estimated and recorded charge			10
Estimated and recorded charge - March 2014			4
Estimated and recorded charge - March 2015			2
Estimated and recorded charge - March 2016			2
Estimated and recorded charge -March 2017			$ 2

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Schedule of Net Periodic Post-Retirement Costs (Detail) (Postretirement Benefit Plans, Defined Benefit, USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Postretirement Benefit Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 228	$ 254	$ 463	$ 513
Interest cost	184	186	373	376
Amortization of prior service cost	(17)	(17)	(34)	(34)
Amortization of actuarial loss (gain)	(66)	8	(134)	16
Net Periodic Cost	$ 329	$ 431	$ 668	$ 871

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Asset Impairment - Additional Information (Detail) (Eclipse Electronic Systems Inc, USD $) In Millions, unless otherwise specified	6 Months Ended
	May 02, 2014
Eclipse Electronic Systems Inc
Schedule Of Long Lived Assets [Line Items]
Long-lived assets	$ 41.5
Impairment of intangible assets	$ 0

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Condensed Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	May 02, 2014	Oct. 25, 2013	Apr. 26, 2013	Oct. 26, 2012
Current Assets
Cash and cash equivalents	$ 207,443	$ 179,178	$ 169,177	$ 160,675
Cash in escrow	0	4,018
Accounts receivable, net	354,937	383,666
Inventories	489,230	447,663
Income tax refundable	7,481	6,526
Deferred income tax benefits	47,100	47,277
Prepaid expenses	26,917	18,183
Other current assets	5,716	5,204
Total Current Assets	1,138,824	1,091,715
Property, Plant & Equipment, Net	366,243	371,197
Goodwill	1,143,226	1,128,977
Intangibles, Net	581,393	580,949
Debt Issuance Costs, Net	5,359	6,211
Deferred income tax benefits	71,330	71,840
Other assets	19,039	11,223
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	0	0
Total Assets	3,325,414	3,262,112
Current Liabilities
Accounts payable	118,826	123,597
Accrued liabilities	242,615	253,561
Current maturities of long-term debt	17,980	21,279
Deferred income tax liabilities	2,727	2,307
Federal and foreign income taxes	6,012	7,348
Total Current Liabilities	388,160	408,092
Credit facilities	130,000	130,000
Long-Term Debt, Net	519,254	537,859
Deferred Income Tax Liabilities	184,842	193,119
Pension and Post- Retirement Obligations	63,750	68,102
Other Liabilities	49,431	40,188
Amounts Due To (From) Subsidiaries	0	0
Shareholders' Equity	1,989,977	1,884,752
Total Liabilities and Shareholders' Equity	3,325,414	3,262,112
Parent Company
Current Assets
Cash and cash equivalents	9,577	7,826	10,998	16,770
Cash in escrow	0	4,018
Accounts receivable, net	573	316
Inventories	0	0
Income tax refundable	4,413	0
Deferred income tax benefits	25,660	26,731
Prepaid expenses	84	117
Other current assets	86	86
Total Current Assets	40,393	39,094
Property, Plant & Equipment, Net	1,562	1,754
Goodwill	0	0
Intangibles, Net	0	0
Debt Issuance Costs, Net	4,575	5,252
Deferred income tax benefits	17,323	16,782
Other assets	261	18
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	2,740,359	2,588,478
Total Assets	2,804,473	2,651,378
Current Liabilities
Accounts payable	1,149	1,714
Accrued liabilities	14,753	21,652
Current maturities of long-term debt	8,750	8,750
Deferred income tax liabilities	469	568
Federal and foreign income taxes	18	2,408
Total Current Liabilities	25,139	35,092
Credit facilities	130,000	130,000
Long-Term Debt, Net	407,500	411,875
Deferred Income Tax Liabilities	55,282	57,757
Pension and Post- Retirement Obligations	17,418	17,500
Other Liabilities	16,907	12,298
Amounts Due To (From) Subsidiaries	162,250	102,104
Shareholders' Equity	1,989,977	1,884,752
Total Liabilities and Shareholders' Equity	2,804,473	2,651,378
Guarantor Subsidiaries
Current Assets
Cash and cash equivalents	5,535	4,876	1,309	1,324
Cash in escrow	0	0
Accounts receivable, net	147,258	154,492
Inventories	207,140	190,830
Income tax refundable	(72)	6,526
Deferred income tax benefits	134	171
Prepaid expenses	9,689	5,510
Other current assets	114	115
Total Current Assets	369,798	362,520
Property, Plant & Equipment, Net	171,627	175,402
Goodwill	361,492	344,995
Intangibles, Net	159,449	144,222
Debt Issuance Costs, Net	0	0
Deferred income tax benefits	(2)	0
Other assets	9,405	3,692
Amounts Due From (To) Subsidiaries	603,074	549,307
Investment in Subsidiaries	1,004,610	979,123
Total Assets	2,679,453	2,559,261
Current Liabilities
Accounts payable	34,424	29,064
Accrued liabilities	88,111	87,826
Current maturities of long-term debt	376	237
Deferred income tax liabilities	0	24
Federal and foreign income taxes	(11,207)	(27,399)
Total Current Liabilities	111,704	89,752
Credit facilities	0	0
Long-Term Debt, Net	55,283	55,562
Deferred Income Tax Liabilities	(6)	(7)
Pension and Post- Retirement Obligations	682	618
Other Liabilities	3,944	194
Amounts Due To (From) Subsidiaries	0	0
Shareholders' Equity	2,507,846	2,413,142
Total Liabilities and Shareholders' Equity	2,679,453	2,559,261
Non-Guarantor Subsidiaries
Current Assets
Cash and cash equivalents	192,331	166,476	156,870	142,581
Cash in escrow	0	0
Accounts receivable, net	207,106	228,858
Inventories	282,090	256,833
Income tax refundable	3,140	0
Deferred income tax benefits	21,306	20,375
Prepaid expenses	17,144	12,556
Other current assets	5,516	5,003
Total Current Assets	728,633	690,101
Property, Plant & Equipment, Net	193,054	194,041
Goodwill	781,734	783,982
Intangibles, Net	421,944	436,727
Debt Issuance Costs, Net	784	959
Deferred income tax benefits	54,009	55,058
Other assets	9,373	7,513
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	350,270	349,104
Total Assets	2,539,801	2,517,485
Current Liabilities
Accounts payable	83,253	92,819
Accrued liabilities	139,751	144,083
Current maturities of long-term debt	8,854	12,292
Deferred income tax liabilities	2,258	1,715
Federal and foreign income taxes	17,201	32,339
Total Current Liabilities	251,317	283,248
Credit facilities	0	0
Long-Term Debt, Net	56,471	70,422
Deferred Income Tax Liabilities	129,566	135,369
Pension and Post- Retirement Obligations	45,650	49,984
Other Liabilities	28,580	27,696
Amounts Due To (From) Subsidiaries	415,547	405,018
Shareholders' Equity	1,612,670	1,545,748
Total Liabilities and Shareholders' Equity	2,539,801	2,517,485
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	(603,074)	(549,307)
Investment in Subsidiaries	(4,095,239)	(3,916,705)
Total Assets	(4,698,313)	(4,466,012)
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	(577,797)	(507,122)
Shareholders' Equity	(4,120,516)	(3,958,890)
Total Liabilities and Shareholders' Equity	$ (4,698,313)	$ (4,466,012)

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Fair Values of Derivative Instruments in Consolidated Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	May 02, 2014	Oct. 25, 2013
Other Current Assets
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, assets	$ 4,681	$ 4,547
Embedded Derivative Instruments, assets	23	59
Other Assets
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, assets	1,510	1,393
Embedded Derivative Instruments, assets	1,911	647
Accrued Liabilities
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, liabilities	7,556	3,002
Embedded Derivative Instruments, liabilities	415	344
Other Liabilities
Derivatives, Fair Value [Line Items]
Foreign Currency Forward Exchange Contracts, liabilities	2,640	1,661
Embedded Derivative Instruments, liabilities	$ 304	$ 0

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Earnings Per Share

6 Months Ended

May 02, 2014

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 stock options that were excluded from the calculation of diluted earnings per share because they were anti-dilutive were 177,100 and 249,900 in the second fiscal quarter of 2014 and 2013, respectively. Shares used for calculating earnings per share are disclosed in the following table.

(In thousands)	Three Months Ended				Six Months Ended
	May 2,         2014		April 26,         2013		May 2,         2014		April 26,         2013
Shares Used for Basic Earnings Per Share		31,867		31,100		31,733		31,002
Shares Used for Diluted Earnings Per Share		32,475		31,696		32,348		31,559

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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	3 Months Ended	6 Months Ended			6 Months Ended		6 Months Ended	1 Months Ended		6 Months Ended	1 Months Ended		6 Months Ended	1 Months Ended
	Apr. 30, 2013 USD ($)	May 02, 2014 USD ($)	Apr. 26, 2013 USD ($)	May 02, 2014 USD ($)	Apr. 26, 2013 USD ($)	Oct. 25, 2013 USD ($)	Mar. 31, 2011 Secured Debt USD ($)	May 02, 2014 Secured Debt USD ($)	May 02, 2014 Senior Notes 7% Maturing in August 2020 USD ($)	Oct. 25, 2013 Senior Notes 7% Maturing in August 2020 USD ($)	Apr. 30, 2013 Senior Notes 6.625% Maturing in March 2017 USD ($)	Apr. 26, 2013 Senior Notes 6.625% Maturing in March 2017 USD ($)	May 02, 2014 Euro Term Loan USD ($)	May 02, 2014 Euro Term Loan EUR (€)	Jul. 31, 2011 Euro Term Loan EUR (€)	May 02, 2014 U.S. Term Loan USD ($)	Apr. 30, 2013 U.S. Term Loan USD ($)	May 02, 2014 London Interbank Offered Rate (LIBOR) [Member] Secured Debt	Mar. 31, 2011 London Interbank Offered Rate (LIBOR) [Member] Minimum Secured Debt	Mar. 31, 2011 London Interbank Offered Rate (LIBOR) [Member] Maximum Secured Debt	May 02, 2014 London Interbank Offered Rate (LIBOR) [Member] Euro Term Loan	Jul. 31, 2011 London Interbank Offered Rate (LIBOR) [Member] Euro Term Loan Minimum	Jul. 31, 2011 London Interbank Offered Rate (LIBOR) [Member] Euro Term Loan Maximum	May 02, 2014 London Interbank Offered Rate (LIBOR) [Member] U.S. Term Loan	Apr. 30, 2013 London Interbank Offered Rate (LIBOR) [Member] U.S. Term Loan Minimum	Apr. 30, 2013 London Interbank Offered Rate (LIBOR) [Member] U.S. Term Loan Maximum
Debt Disclosure [Line Items]
Credit facility maximum borrowing capacity							$ 460,000,000
Credit facility expiration date							2016-07
Interest rate, basis spread on variable rate																		1.75%	1.50%	2.25%	1.75%	1.50%	2.25%	1.75%	1.50%	2.25%
Credit facility interest rate description								The interest rate 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								130,000,000					12,500,000	9,000,000		166,300,000
Interest rate at period end								1.91%					2.00%	2.00%		1.91%
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	6.625%								7.00%
Unamortized debt issuance cost		5,359,000		5,359,000		6,211,000					1,300,000
Amount of interest rate swap agreement	175,000,000
Gain on termination of interest rate swap	2,900,000
Loss on extinguishment of debt		0	(946,000)	0	(946,000)							(900,000)
Debt instrument, carrying amount									250,000,000
Debt instrument, fair value									271,300,000	272,500,000
Debt instruments maturity date									August 2020
Imputed interest on advance		4.20%		4.20%
Discounted value of debt		$ 52,100,000		$ 52,100,000		$ 56,900,000

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Segment information (Tables)

6 Months Ended

May 02, 2014

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
	May 2, 2014			April 26, 2013			May 2, 2014			April 26, 2013
Sales
Avionics & Controls	$	195,601		$	192,130		$	396,040		$	366,700
Sensors & Systems		210,734			176,964			397,823			348,774
Advanced Materials		123,239			130,468			240,691			242,050
Total Sales	$	529,574		$	499,562		$	1,034,554		$	957,524
Earnings From Continuing Operations Before Income Taxes
Avionics & Controls	$	21,567		$	21,465		$	46,331		$	40,054
Sensors & Systems		23,099			23,207			43,337			42,208
Advanced Materials		27,367			28,623			43,371			46,267
Segment Earnings		72,033			73,295			133,039			128,529
Corporate expense		(17,037	)		(15,855	)		(32,256	)		(32,431	)
Interest income		137			148			257			249
Interest expense		(8,439	)		(11,482	)		(17,069	)		(21,926	)
Loss on extinguishment of debt		0			(946	)		0			(946	)
	$	46,694		$	45,160		$	83,971		$	73,475

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Derivative Financial Instruments (Tables)

6 Months Ended

May 02, 2014

Fair Values of Derivative Instruments In Consolidated Balance Sheet

Fair values of derivative instruments in the consolidated balance sheet at May 2, 2014, and October 25, 2013, consisted of:

(In thousands)		Fair Value
	Classification	May 2,           2014		October 25,           2013
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	4,681	$	4,547
	Other assets		1,510		1,393
	Accrued liabilities		7,556		3,002
	Other liabilities		2,640		1,661
Embedded Derivative Instruments:
	Other current assets	$	23	$	59
	Other assets		1,911		647
	Accrued liabilities		415		344
	Other liabilities		304		0

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 May 2, 2014, and April 26, 2013, consisted of:

(In thousands)		Three Months Ended						Six Months Ended
	Location of Gain (Loss)	May 2,       2014			April 26,       2013			May 2,       2014			April 26,       2013
Fair Value Hedges:
Interest rate swap contracts
	Interest Expense	$	0		$	342		$	0		$	1,058
	Loss on Extinguishment of Debt		0			2,918			0			2,918
Embedded derivatives
	Sales		(1,881	)		738			866			1,262
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of gain (loss) recognized in AOCI (effective portion)
	AOCI	$	9,034		$	(1,703	)	$	(2,735	)	$	(1,436	)
Amount of gain (loss) reclassified from AOCI into income
	Sales		(2,242	)		(541	)		(2,741	)		(631	)
Net Investment Hedges:
Euro Term Loan	AOCI	$	(556	)	$	1,991		$	(28	)	$	(424	)

XML

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	May 02, 2014	Oct. 25, 2013
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivatives	$ 1,934	$ 706
Embedded derivatives	719	344
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent purchase obligation	5,000	4,000
Designated as Hedging Instrument | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative contracts designated as hedging instruments	2,452	2,270
Derivative contracts designated as hedging instruments	10,179	4,541
Not Designated as Hedging Instrument | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative contracts not designated as hedging instruments	3,739	3,670
Derivative contracts not designated as hedging instruments	$ 17	$ 122

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Guarantors (Tables)

6 Months Ended

May 02, 2014

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet as of May 2, 2014.

(In thousands)
	Parent		Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents		$             9,577		$               5,535			$           192,331		$                    0			$         207,443
Cash in escrow		0		0			0		0			0
Accounts receivable, net		573		147,258			207,106		0			354,937
Inventories		0		207,140			282,090		0			489,230
Income tax refundable		4,413		(72	)		3,140		0			7,481
Deferred income tax benefits		25,660		134			21,306		0			47,100
Prepaid expenses		84		9,689			17,144		0			26,917
Other current assets		86		114			5,516		0			5,716
Total Current Assets		40,393		369,798			728,633		0			1,138,824
Property, Plant & Equipment, Net		1,562		171,627			193,054		0			366,243
Goodwill		0		361,492			781,734		0			1,143,226
Intangibles, Net		0		159,449			421,944		0			581,393
Debt Issuance Costs, Net		4,575		0			784		0			5,359
Deferred Income Tax Benefits		17,323		(2	)		54,009		0			71,330
Other Assets		261		9,405			9,373		0			19,039
Amounts Due From (To) Subsidiaries		0		603,074			0		(603,074	)		0
Investment in Subsidiaries		2,740,359		1,004,610			350,270		(4,095,239	)		0
Total Assets		$      2,804,473		$        2,679,453			$        2,539,801		$     (4,698,313	)		$      3,325,414

(In thousands)
	Parent		Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		$             1,149		$             34,424			$            83,253		$                    0			$         118,826
Accrued liabilities		14,753		88,111			139,751		0			242,615
Current maturities of long-term debt		8,750		376			8,854		0			17,980
Deferred income tax liabilities		469		0			2,258		0			2,727
Federal and foreign income taxes		18		(11,207	)		17,201		0			6,012
Total Current Liabilities		25,139		111,704			251,317		0			388,160
Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		407,500		55,283			56,471		0			519,254
Deferred Income Tax Liabilities		55,282		(6	)		129,566		0			184,842
Pension and Post- Retirement Obligations		17,418		682			45,650		0			63,750
Other Liabilities		16,907		3,944			28,580		0			49,431
Amounts Due To (From) Subsidiaries		162,250		0			415,547		(577,797	)		0
Shareholders’ Equity		1,989,977		2,507,846			1,612,670		(4,120,516	)		1,989,977
Total Liabilities and Shareholders’ Equity		$      2,804,473		$        2,679,453			$       2,539,801		$     (4,698,313	)		$      3,325,414

Condensed Consolidating Balance Sheet as of October 25, 2013.

(In thousands)
	Parent		Guarantor     Subsidiaries		Non- Guarantor     Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	7,826	$	4,876	$	166,476	$	0		$	179,178
Cash in escrow		4,018		0		0		0			4,018
Accounts receivable, net		316		154,492		228,858		0			383,666
Inventories		0		190,830		256,833		0			447,663
Income tax refundable		0		6,526		0		0			6,526
Deferred income tax benefits		26,731		171		20,375		0			47,277
Prepaid expenses		117		5,510		12,556		0			18,183
Other current assets		86		115		5,003		0			5,204
Total Current Assets		39,094		362,520		690,101		0			1,091,715
Property, Plant & Equipment, Net		1,754		175,402		194,041		0			371,197
Goodwill		0		344,995		783,982		0			1,128,977
Intangibles, Net		0		144,222		436,727		0			580,949
Debt Issuance Costs, Net		5,252		0		959		0			6,211
Deferred Income Tax Benefits		16,782		0		55,058		0			71,840
Other Assets		18		3,692		7,513		0			11,223
Amounts Due From (To) Subsidiaries		0		549,307		0		(549,307	)		0
Investment in Subsidiaries		2,588,478		979,123		349,104		(3,916,705	)		0
Total Assets	$	2,651,378	$	2,559,261	$	2,517,485	$	(4,466,012	)	$	3,262,112

(In thousands)
	Parent		Guarantor     Subsidiaries			Non- Guarantor     Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,714	$	29,064		$	92,819	$	0		$	123,597
Accrued liabilities		21,652		87,826			144,083		0			253,561
Current maturities of long-term debt		8,750		237			12,292		0			21,279
Deferred income tax liabilities		568		24			1,715		0			2,307
Federal and foreign income taxes		2,408		(27,399	)		32,339		0			7,348
Total Current Liabilities		35,092		89,752			283,248		0			408,092
Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		411,875		55,562			70,422		0			537,859
Deferred Income Tax Liabilities		57,757		(7	)		135,369		0			193,119
Pension and Post-Retirement Obligations		17,500		618			49,984		0			68,102
Other Liabilities		12,298		194			27,696		0			40,188
Amounts Due To (From) Subsidiaries		102,104		0			405,018		(507,122	)		0
Shareholders’ Equity		1,884,752		2,413,142			1,545,748		(3,958,890	)		1,884,752
Total Liabilities and Shareholders’ Equity	$	2,651,378	$	2,559,261		$	2,517,485	$	(4,466,012)		$	3,262,112

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three month period ended May 2, 2014.

(In thousands)
	Parent			Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries			Eliminations			Total
Net Sales		$                    0			$           256,254			$           274,396			$            (1,076	)		$         529,574
Cost of Sales		0			164,735			183,570			(1,076	)		347,229
		0			91,519			90,826			0			182,345
Expenses
Selling, general and administrative		0			42,044			56,426			0			98,470
Research, development and engineering		0			13,297			13,504			0			26,801
Restructuring charges		0			1,248			830			0			2,078
Total Expenses		0			56,589			70,760			0			127,349
Operating Earnings From Continuing Operations		0			34,930			20,066			0			54,996
Interest Income		(3,755	)		(1,913	)		(13,697	)		19,228			(137	)
Interest Expense		6,237			6,730			14,700			(19,228	)		8,439
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) From Continuing Operations Before Income Taxes		(2,482	)		30,113			19,063			0			46,694
Income Tax Expense (Benefit)		(520	)		6,381			3,289			0			9,150
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(1,962	)		23,732			15,774			0			37,544
Earnings Attributable to Noncontrolling Interests		0			0			(297	)		0			(297	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(1,962	)		23,732			15,477			0			37,247
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		39,209			802			1,926			(41,937	)		0
Net Earnings (Loss) Attributable to Esterline		$           36,904			$             24,534			$             17,403			$          (41,937	)		$           36,904
Comprehensive Income (Loss)		$           75,488			$             25,065			$             56,268			$          (76,700	)		$           80,121

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six month period ended May 2, 2014.

(In thousands)
		Parent			Guarantor   Subsidiaries			Non- Guarantor   Subsidiaries			Eliminations			Total
Net Sales	$	0		$	485,383		$	551,689		$	(2,518	)	$	1,034,554
Cost of Sales		0			312,415			369,017			(2,518	)		678,914
		0			172,968			182,672			0			355,640
Expenses
Selling, general and administrative		0			82,468			112,208			0			194,676
Research, development and engineering		0			25,553			27,754			0			53,307
Restructuring charges		0			4,321			2,553			0			6,874
Total Expenses		0			112,342			142,515			0			254,857
Operating Earnings From Continuing Operations		0			60,626			40,157			0			100,783
Interest Income		(7,751	)		(3,938	)		(28,374	)		39,806			(257	)
Interest Expense		12,573			13,787			30,515			(39,806	)		17,069
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) From Continuing Operations Before Income Taxes		(4,822	)		50,777			38,016			0			83,971
Income Tax Expense (Benefit)		(996	)		10,676			6,583			0			16,263
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(3,826	)		40,101			31,433			0			67,708
Earnings Attributable to Noncontrolling Interests		0			0			(383	)		0			(383	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(3,826	)		40,101			31,050			0			67,325
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		71,151			1,234			1,320			(73,705	)		0
Net Earnings (Loss) Attributable to Esterline	$	66,982		$	41,335		$	32,370		$	(73,705	)	$	66,982
Comprehensive Income (Loss)	$	72,667		$	42,469		$	44,634		$	(90,087	)	$	69,683

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) 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
Restructuring charges		0			0			0			0			0
Total Expenses		0			52,811			71,125			0			123,936
Operating Earnings From Continuing Operations		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) From Continuing Operations 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) From Continuing Operations Including Noncontrolling Interests		(4,833	)		25,186			15,325			0			35,678
Earnings Attributable to Noncontrolling Interests		0			0			(156	)		0			(156	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(4,833	)		25,186			15,169			0			35,522
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
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
Comprehensive Income (Loss)	$	2,500		$	24,229		$	(17,184	)	$	(8,178	)	$	1,367

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) 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
Restructuring charges		0			0			0			0			0
Total Expenses		0			99,600			146,023			0			245,623
Operating Earnings From Continuing Operations		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) From Continuing Operations 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) From Continuing Operations Including Noncontrolling Interests		(8,304	)		46,180			23,723			0			61,599
Earnings Attributable to Noncontrolling Interests		0			0			(966	)		0			(966	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(8,304	)		46,180			22,757			0			60,633
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
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
Comprehensive Income (Loss)	$	41,276		$	45,492		$	8,409		$	(56,919	)	$	38,258

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows for the six month period ended May 2, 2014.

(In thousands)
	Parent			Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests		$         67,365			$             41,335			$             32,370			$          (73,705	)		$            67,365
Depreciation & amortization		0			22,722			36,560			0			59,282
Deferred income taxes		(2,708	)		16			(5,718	)		0			(8,410	)
Share-based compensation		0			2,891			3,757			0			6,648
Gain on sale of capital assets		0			0			0			0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		(257	)		11,715			21,873			0			33,331
Inventories		0			(7,944	)		(25,541	)		0			(33,485	)
Prepaid expenses		33			(3,634	)		(4,471	)		0			(8,072	)
Other current assets		0			1			(277	)		0			(276	)
Accounts payable		(565	)		(132	)		(9,953	)		0			(10,650	)
Accrued liabilities		(6,625	)		(1,292	)		(5,307	)		0			(13,224	)
Federal & foreign income taxes		(6,803	)		22,219			(19,170	)		0			(3,754	)
Other liabilities		5,308			64			(6,959	)		0			(1,587	)
Other, net		(242	)		(3,170	)		696			0			(2,716	)
		55,506			84,791			17,860			(73,705	)		84,452
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(149	)		(7,833	)		(13,315	)		0			(21,297	)
Proceeds from sale of capital assets		0			0			0			0			0
Acquisitions of business, net of cash acquired		0			(44,043	)		0			0			(44,043	)
		(149	)		(51,876	)		(13,315	)		0			(65,340	)

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor     Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		22,957			0			0			0		22,957
Excess tax benefits from stock options exercises		5,297			0			0			0		5,297
Repayment of long-term credit facilities		(25,000	)		0			0			0		(25,000	)
Repayment of long-term debt		(4,375	)		(205	)		(14,722	)		0		(19,302	)
Proceeds from issuance of long-term credit facilities		25,000			0			0			0		25,000
Dividends paid to noncontrolling interests		0			0			(780	)		0		(780	)
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(77,490	)		(32,008	)		35,793			73,705		0
		(53,611	)		(32,213	)		20,291			73,705		8,172
Effect of foreign exchange rates on cash and cash equivalents		5			(43	)		1,019			0		981
Net increase (decrease) in cash and cash equivalents		1,751			659			25,855			0		28,265
Cash and cash equivalents – beginning of year		7,826			4,876			166,476			0		179,178
Cash and cash equivalents – end of year	$	9,577		$	5,535		$	192,331		$	0	$	207,443

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	)
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 employee stock plans		15,201			0			0			0		15,201
Excess tax benefits from stock options exercises		1,820			0			0			0		1,820
Repayment of long-term credit facilities		(40,000	)		0			0			0		(40,000	)
Repayment of long-term debt		(175,000	)		(165	)		(22,293	)		0		(197,458	)
Proceeds from issuance of long-term credit facilities		175,000			0			0			0		175,000
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 and cash equivalents		(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

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Earnings Per Share - Additional Information (Detail)	6 Months Ended
	May 02, 2014	Apr. 26, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of earnings per share	177,100	249,900

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Revenue Pattern

6 Months Ended

May 02, 2014

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. The first six months of fiscal 2014 contained 27 weeks, while the first six months of fiscal 2013 contained 26 weeks.

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Shares Used for Calculating Earnings Per Share (Detail) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Earnings Per Share Disclosure [Line Items]
Shares Used for Basic Earnings Per Share	31,867	31,100	31,733	31,002
Shares Used for Diluted Earnings Per Share	32,475	31,696	32,348	31,559

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Schedule of Fair Value of Option Granted using Black-Scholes Pricing Model (Detail) (USD $)	6 Months Ended
	May 02, 2014	Apr. 26, 2013
Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends	$ 0	$ 0
Volatility, minimum	41.87%	41.89%
Volatility, maximum	43.17%	44.25%
Risk-free interest rate, minimum	1.73%	0.79%
Risk-free interest rate, maximum	2.99%	1.88%
Equity Incentive Plan | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)	5 years	4 years 6 months
Equity Incentive Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)	9 years	9 years 6 months
Employee Sharesave Scheme
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	33.69%	36.97%
Risk-free interest rate	0.73%	0.40%
Expected life (years)	3 years	3 years
Dividends	$ 0	$ 0

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Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Guarantor Obligations [Line Items]
Net Sales	$ 529,574	$ 499,562	$ 1,034,554	$ 957,524
Cost of Sales	347,229	318,186	678,914	615,803
Gross Profit	182,345	181,376	355,640	341,721
Expenses
Selling, general and administrative	98,470	98,278	194,676	196,889
Research, development and engineering	26,801	25,658	53,307	48,734
Restructuring charges	2,078	0	6,874	0
Total Expenses	127,349	123,936	254,857	245,623
Operating Earnings From Continuing Operations	54,996	57,440	100,783	96,098
Interest Income	(137)	(148)	(257)	(249)
Interest Expense	8,439	11,482	17,069	21,926
Loss on Extinguishment of Debt	0	946	0	946
Earnings (Loss) From Continuing Operations Before Income Taxes	46,694	45,160	83,971	73,475
Income Tax Expense (Benefit)	9,150	9,482	16,263	11,876
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests	37,544	35,678	67,708	61,599
Earnings Attributable to Noncontrolling Interests	(297)	(156)	(383)	(966)
Earnings (Loss) From Continuing Operations Attributable to Esterline	37,247	35,522	67,325	60,633
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax	(343)	0	(343)	0
Equity in Net Earnings of Consolidated Subsidiaries	0	0	0	0
Net Earnings (Loss) Attributable to Esterline	36,904	35,522	66,982	60,633
Comprehensive Income (Loss)	80,121	1,367	69,683	38,258
Parent Company
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
Restructuring charges	0	0	0	0
Total Expenses	0	0	0	0
Operating Earnings From Continuing Operations	0	0	0	0
Interest Income	(3,755)	(3,992)	(7,751)	(7,652)
Interest Expense	6,237	9,152	12,573	17,233
Loss on Extinguishment of Debt	0	946	0	946
Earnings (Loss) From Continuing Operations Before Income Taxes	(2,482)	(6,106)	(4,822)	(10,527)
Income Tax Expense (Benefit)	(520)	(1,273)	(996)	(2,223)
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests	(1,962)	(4,833)	(3,826)	(8,304)
Earnings Attributable to Noncontrolling Interests	0	0	0	0
Earnings (Loss) From Continuing Operations Attributable to Esterline	(1,962)	(4,833)	(3,826)	(8,304)
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax	(343)	0	(343)	0
Equity in Net Earnings of Consolidated Subsidiaries	39,209	40,355	71,151	68,937
Net Earnings (Loss) Attributable to Esterline	36,904	35,522	66,982	60,633
Comprehensive Income (Loss)	75,488	2,500	72,667	41,276
Guarantor Subsidiaries
Guarantor Obligations [Line Items]
Net Sales	256,254	230,311	485,383	437,010
Cost of Sales	164,735	141,178	312,415	273,044
Gross Profit	91,519	89,133	172,968	163,966
Expenses
Selling, general and administrative	42,044	39,105	82,468	74,836
Research, development and engineering	13,297	13,706	25,553	24,764
Restructuring charges	1,248	0	4,321	0
Total Expenses	56,589	52,811	112,342	99,600
Operating Earnings From Continuing Operations	34,930	36,322	60,626	64,366
Interest Income	(1,913)	(1,978)	(3,938)	(3,695)
Interest Expense	6,730	6,646	13,787	12,967
Loss on Extinguishment of Debt	0	0	0	0
Earnings (Loss) From Continuing Operations Before Income Taxes	30,113	31,654	50,777	55,094
Income Tax Expense (Benefit)	6,381	6,468	10,676	8,914
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests	23,732	25,186	40,101	46,180
Earnings Attributable to Noncontrolling Interests	0	0	0	0
Earnings (Loss) From Continuing Operations Attributable to Esterline	23,732	25,186	40,101	46,180
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax	0	0	0	0
Equity in Net Earnings of Consolidated Subsidiaries	802	(275)	1,234	383
Net Earnings (Loss) Attributable to Esterline	24,534	24,911	41,335	46,563
Comprehensive Income (Loss)	25,065	24,229	42,469	45,492
Non-Guarantor Subsidiaries
Guarantor Obligations [Line Items]
Net Sales	274,396	270,151	551,689	522,321
Cost of Sales	183,570	177,908	369,017	344,566
Gross Profit	90,826	92,243	182,672	177,755
Expenses
Selling, general and administrative	56,426	59,173	112,208	122,053
Research, development and engineering	13,504	11,952	27,754	23,970
Restructuring charges	830	0	2,553	0
Total Expenses	70,760	71,125	142,515	146,023
Operating Earnings From Continuing Operations	20,066	21,118	40,157	31,732
Interest Income	(13,697)	(13,136)	(28,374)	(27,824)
Interest Expense	14,700	14,642	30,515	30,648
Loss on Extinguishment of Debt	0	0	0	0
Earnings (Loss) From Continuing Operations Before Income Taxes	19,063	19,612	38,016	28,908
Income Tax Expense (Benefit)	3,289	4,287	6,583	5,185
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests	15,774	15,325	31,433	23,723
Earnings Attributable to Noncontrolling Interests	(297)	(156)	(383)	(966)
Earnings (Loss) From Continuing Operations Attributable to Esterline	15,477	15,169	31,050	22,757
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax	0	0	0	0
Equity in Net Earnings of Consolidated Subsidiaries	1,926	30	1,320	30
Net Earnings (Loss) Attributable to Esterline	17,403	15,199	32,370	22,787
Comprehensive Income (Loss)	56,268	(17,184)	44,634	8,409
Eliminations
Guarantor Obligations [Line Items]
Net Sales	(1,076)	(900)	(2,518)	(1,807)
Cost of Sales	(1,076)	(900)	(2,518)	(1,807)
Gross Profit	0	0	0	0
Expenses
Selling, general and administrative	0	0	0	0
Research, development and engineering	0	0	0	0
Restructuring charges	0	0	0	0
Total Expenses	0	0	0	0
Operating Earnings From Continuing Operations	0	0	0	0
Interest Income	19,228	18,958	39,806	38,922
Interest Expense	(19,228)	(18,958)	(39,806)	(38,922)
Loss on Extinguishment of Debt	0	0	0	0
Earnings (Loss) From Continuing Operations Before Income Taxes	0	0	0	0
Income Tax Expense (Benefit)	0	0	0	0
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests	0	0	0	0
Earnings Attributable to Noncontrolling Interests	0	0	0	0
Earnings (Loss) From Continuing Operations Attributable to Esterline	0	0	0	0
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax	0	0	0	0
Equity in Net Earnings of Consolidated Subsidiaries	(41,937)	(40,110)	(73,705)	(69,350)
Net Earnings (Loss) Attributable to Esterline	(41,937)	(40,110)	(73,705)	(69,350)
Comprehensive Income (Loss)	$ (76,700)	$ (8,178)	$ (90,087)	$ (56,919)

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CONSOLIDATED BALANCE SHEET (USD $) In Thousands, unless otherwise specified	May 02, 2014	Oct. 25, 2013
Current Assets
Cash and cash equivalents	$ 207,443	$ 179,178
Cash in escrow	0	4,018
Accounts receivable, net of allowances of $9,915 and $9,215	354,937	383,666
Inventories
Raw materials and purchased parts	178,202	165,231
Work in process	204,286	182,882
Finished goods	106,742	99,550
Inventories	489,230	447,663
Income tax refundable	7,481	6,526
Deferred income tax benefits	47,100	47,277
Prepaid expenses	26,917	18,183
Other current assets	5,716	5,204
Total Current Assets	1,138,824	1,091,715
Property, Plant and Equipment	784,380	767,861
Accumulated depreciation	418,137	396,664
Property, Plant and Equipment net	366,243	371,197
Other Non-Current Assets
Goodwill	1,143,226	1,128,977
Intangibles, Net	581,393	580,949
Debt issuance costs, net of accumulated amortization of $5,211 and $4,359	5,359	6,211
Deferred income tax benefits	71,330	71,840
Other assets	19,039	11,223
Total Assets	3,325,414	3,262,112
Current Liabilities
Accounts payable	118,826	123,597
Accrued liabilities	242,615	253,561
Current maturities of long-term debt	17,980	21,279
Deferred income tax liabilities	2,727	2,307
Federal and foreign income taxes	6,012	7,348
Total Current Liabilities	388,160	408,092
Long-Term Liabilities
Credit facilities	130,000	130,000
Long-term debt, net of current maturities	519,254	537,859
Deferred Income Tax Liabilities	184,842	193,119
Pension and post-retirement obligations	63,750	68,102
Other Liabilities	49,431	40,188
Shareholders' Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued and outstanding 31,941,378 and 31,441,949	6,388	6,288
Additional paid-in capital	639,313	604,511
Retained earnings	1,352,072	1,285,090
Accumulated other comprehensive loss	(19,583)	(22,284)
Total Esterline shareholders' equity	1,978,190	1,873,605
Noncontrolling interests	11,787	11,147
Total Shareholders' Equity	1,989,977	1,884,752
Total Liabilities and Shareholders' Equity	$ 3,325,414	$ 3,262,112

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Fair Value Measurements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	May 02, 2014
Fair Value Measurements [Line Items]
Contingent purchase obligation paid	$ 4.0
Sunbank Family of Companies, LLC
Fair Value Measurements [Line Items]
Business Acquisition Contingent Consideration Payable	$ 5.0

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Basis Of Presentation

6 Months Ended

May 02, 2014

Basis Of Presentation

1. The consolidated balance sheet as of May 2, 2014, the consolidated statement of operations and comprehensive income for the three and six month periods ended May 2, 2014, and April 26, 2013, and the consolidated statement of cash flows for the six month periods ended May 2, 2014, and April 26, 2013, 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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Schedule of Accumulated Other Comprehensive Loss (Detail) (USD $) In Thousands, unless otherwise specified	May 02, 2014	Oct. 25, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net unrealized loss on derivative contracts	$ (5,456)	$ (1,496)
Pension and post-retirement obligations	(54,039)	(56,185)
Currency translation adjustment	39,912	35,397
Total accumulated other comprehensive loss	$ (19,583)	$ (22,284)

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Guarantors

6 Months Ended

May 02, 2014

Guarantors

17. 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 May 2, 2014, and October 25, 2013, and for the applicable periods ended May 2, 2014, and April 26, 2013, for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility and the 2020 Notes; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility and the 2020 Notes (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 and the 2020 Notes.

Condensed Consolidating Balance Sheet as of May 2, 2014.

(In thousands)
	Parent		Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents		$             9,577		$               5,535			$           192,331		$                    0			$         207,443
Cash in escrow		0		0			0		0			0
Accounts receivable, net		573		147,258			207,106		0			354,937
Inventories		0		207,140			282,090		0			489,230
Income tax refundable		4,413		(72	)		3,140		0			7,481
Deferred income tax benefits		25,660		134			21,306		0			47,100
Prepaid expenses		84		9,689			17,144		0			26,917
Other current assets		86		114			5,516		0			5,716
Total Current Assets		40,393		369,798			728,633		0			1,138,824
Property, Plant & Equipment, Net		1,562		171,627			193,054		0			366,243
Goodwill		0		361,492			781,734		0			1,143,226
Intangibles, Net		0		159,449			421,944		0			581,393
Debt Issuance Costs, Net		4,575		0			784		0			5,359
Deferred Income Tax Benefits		17,323		(2	)		54,009		0			71,330
Other Assets		261		9,405			9,373		0			19,039
Amounts Due From (To) Subsidiaries		0		603,074			0		(603,074	)		0
Investment in Subsidiaries		2,740,359		1,004,610			350,270		(4,095,239	)		0
Total Assets		$      2,804,473		$        2,679,453			$        2,539,801		$     (4,698,313	)		$      3,325,414

(In thousands)
	Parent		Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		$             1,149		$             34,424			$            83,253		$                    0			$         118,826
Accrued liabilities		14,753		88,111			139,751		0			242,615
Current maturities of long-term debt		8,750		376			8,854		0			17,980
Deferred income tax liabilities		469		0			2,258		0			2,727
Federal and foreign income taxes		18		(11,207	)		17,201		0			6,012
Total Current Liabilities		25,139		111,704			251,317		0			388,160
Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		407,500		55,283			56,471		0			519,254
Deferred Income Tax Liabilities		55,282		(6	)		129,566		0			184,842
Pension and Post- Retirement Obligations		17,418		682			45,650		0			63,750
Other Liabilities		16,907		3,944			28,580		0			49,431
Amounts Due To (From) Subsidiaries		162,250		0			415,547		(577,797	)		0
Shareholders’ Equity		1,989,977		2,507,846			1,612,670		(4,120,516	)		1,989,977
Total Liabilities and Shareholders’ Equity		$      2,804,473		$        2,679,453			$       2,539,801		$     (4,698,313	)		$      3,325,414

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three month period ended May 2, 2014.

(In thousands)
	Parent			Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries			Eliminations			Total
Net Sales		$                    0			$           256,254			$           274,396			$            (1,076	)		$         529,574
Cost of Sales		0			164,735			183,570			(1,076	)		347,229
		0			91,519			90,826			0			182,345
Expenses
Selling, general and administrative		0			42,044			56,426			0			98,470
Research, development and engineering		0			13,297			13,504			0			26,801
Restructuring charges		0			1,248			830			0			2,078
Total Expenses		0			56,589			70,760			0			127,349
Operating Earnings From Continuing Operations		0			34,930			20,066			0			54,996
Interest Income		(3,755	)		(1,913	)		(13,697	)		19,228			(137	)
Interest Expense		6,237			6,730			14,700			(19,228	)		8,439
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) From Continuing Operations Before Income Taxes		(2,482	)		30,113			19,063			0			46,694
Income Tax Expense (Benefit)		(520	)		6,381			3,289			0			9,150
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(1,962	)		23,732			15,774			0			37,544
Earnings Attributable to Noncontrolling Interests		0			0			(297	)		0			(297	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(1,962	)		23,732			15,477			0			37,247
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		39,209			802			1,926			(41,937	)		0
Net Earnings (Loss) Attributable to Esterline		$           36,904			$             24,534			$             17,403			$          (41,937	)		$           36,904
Comprehensive Income (Loss)		$           75,488			$             25,065			$             56,268			$          (76,700	)		$           80,121

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six month period ended May 2, 2014.

(In thousands)
		Parent			Guarantor   Subsidiaries			Non- Guarantor   Subsidiaries			Eliminations			Total
Net Sales	$	0		$	485,383		$	551,689		$	(2,518	)	$	1,034,554
Cost of Sales		0			312,415			369,017			(2,518	)		678,914
		0			172,968			182,672			0			355,640
Expenses
Selling, general and administrative		0			82,468			112,208			0			194,676
Research, development and engineering		0			25,553			27,754			0			53,307
Restructuring charges		0			4,321			2,553			0			6,874
Total Expenses		0			112,342			142,515			0			254,857
Operating Earnings From Continuing Operations		0			60,626			40,157			0			100,783
Interest Income		(7,751	)		(3,938	)		(28,374	)		39,806			(257	)
Interest Expense		12,573			13,787			30,515			(39,806	)		17,069
Loss on Extinguishment of Debt		0			0			0			0			0
Earnings (Loss) From Continuing Operations Before Income Taxes		(4,822	)		50,777			38,016			0			83,971
Income Tax Expense (Benefit)		(996	)		10,676			6,583			0			16,263
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(3,826	)		40,101			31,433			0			67,708
Earnings Attributable to Noncontrolling Interests		0			0			(383	)		0			(383	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(3,826	)		40,101			31,050			0			67,325
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		71,151			1,234			1,320			(73,705	)		0
Net Earnings (Loss) Attributable to Esterline	$	66,982		$	41,335		$	32,370		$	(73,705	)	$	66,982
Comprehensive Income (Loss)	$	72,667		$	42,469		$	44,634		$	(90,087	)	$	69,683

Condensed Consolidating Statement of Cash Flows for the six month period ended May 2, 2014.

(In thousands)
	Parent			Guarantor       Subsidiaries			Non- Guarantor       Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests		$         67,365			$             41,335			$             32,370			$          (73,705	)		$            67,365
Depreciation & amortization		0			22,722			36,560			0			59,282
Deferred income taxes		(2,708	)		16			(5,718	)		0			(8,410	)
Share-based compensation		0			2,891			3,757			0			6,648
Gain on sale of capital assets		0			0			0			0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		(257	)		11,715			21,873			0			33,331
Inventories		0			(7,944	)		(25,541	)		0			(33,485	)
Prepaid expenses		33			(3,634	)		(4,471	)		0			(8,072	)
Other current assets		0			1			(277	)		0			(276	)
Accounts payable		(565	)		(132	)		(9,953	)		0			(10,650	)
Accrued liabilities		(6,625	)		(1,292	)		(5,307	)		0			(13,224	)
Federal & foreign income taxes		(6,803	)		22,219			(19,170	)		0			(3,754	)
Other liabilities		5,308			64			(6,959	)		0			(1,587	)
Other, net		(242	)		(3,170	)		696			0			(2,716	)
		55,506			84,791			17,860			(73,705	)		84,452
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(149	)		(7,833	)		(13,315	)		0			(21,297	)
Proceeds from sale of capital assets		0			0			0			0			0
Acquisitions of business, net of cash acquired		0			(44,043	)		0			0			(44,043	)
		(149	)		(51,876	)		(13,315	)		0			(65,340	)

(In thousands)
	Parent			Guarantor     Subsidiaries			Non- Guarantor     Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		22,957			0			0			0		22,957
Excess tax benefits from stock options exercises		5,297			0			0			0		5,297
Repayment of long-term credit facilities		(25,000	)		0			0			0		(25,000	)
Repayment of long-term debt		(4,375	)		(205	)		(14,722	)		0		(19,302	)
Proceeds from issuance of long-term credit facilities		25,000			0			0			0		25,000
Dividends paid to noncontrolling interests		0			0			(780	)		0		(780	)
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(77,490	)		(32,008	)		35,793			73,705		0
		(53,611	)		(32,213	)		20,291			73,705		8,172
Effect of foreign exchange rates on cash and cash equivalents		5			(43	)		1,019			0		981
Net increase (decrease) in cash and cash equivalents		1,751			659			25,855			0		28,265
Cash and cash equivalents – beginning of year		7,826			4,876			166,476			0		179,178
Cash and cash equivalents – end of year	$	9,577		$	5,535		$	192,331		$	0	$	207,443

Condensed Consolidating Balance Sheet as of October 25, 2013.

(In thousands)
	Parent		Guarantor     Subsidiaries		Non- Guarantor     Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	7,826	$	4,876	$	166,476	$	0		$	179,178
Cash in escrow		4,018		0		0		0			4,018
Accounts receivable, net		316		154,492		228,858		0			383,666
Inventories		0		190,830		256,833		0			447,663
Income tax refundable		0		6,526		0		0			6,526
Deferred income tax benefits		26,731		171		20,375		0			47,277
Prepaid expenses		117		5,510		12,556		0			18,183
Other current assets		86		115		5,003		0			5,204
Total Current Assets		39,094		362,520		690,101		0			1,091,715
Property, Plant & Equipment, Net		1,754		175,402		194,041		0			371,197
Goodwill		0		344,995		783,982		0			1,128,977
Intangibles, Net		0		144,222		436,727		0			580,949
Debt Issuance Costs, Net		5,252		0		959		0			6,211
Deferred Income Tax Benefits		16,782		0		55,058		0			71,840
Other Assets		18		3,692		7,513		0			11,223
Amounts Due From (To) Subsidiaries		0		549,307		0		(549,307	)		0
Investment in Subsidiaries		2,588,478		979,123		349,104		(3,916,705	)		0
Total Assets	$	2,651,378	$	2,559,261	$	2,517,485	$	(4,466,012	)	$	3,262,112

(In thousands)
	Parent		Guarantor     Subsidiaries			Non- Guarantor     Subsidiaries		Eliminations			Total
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,714	$	29,064		$	92,819	$	0		$	123,597
Accrued liabilities		21,652		87,826			144,083		0			253,561
Current maturities of long-term debt		8,750		237			12,292		0			21,279
Deferred income tax liabilities		568		24			1,715		0			2,307
Federal and foreign income taxes		2,408		(27,399	)		32,339		0			7,348
Total Current Liabilities		35,092		89,752			283,248		0			408,092
Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		411,875		55,562			70,422		0			537,859
Deferred Income Tax Liabilities		57,757		(7	)		135,369		0			193,119
Pension and Post-Retirement Obligations		17,500		618			49,984		0			68,102
Other Liabilities		12,298		194			27,696		0			40,188
Amounts Due To (From) Subsidiaries		102,104		0			405,018		(507,122	)		0
Shareholders’ Equity		1,884,752		2,413,142			1,545,748		(3,958,890	)		1,884,752
Total Liabilities and Shareholders’ Equity	$	2,651,378	$	2,559,261		$	2,517,485	$	(4,466,012)		$	3,262,112

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) 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
Restructuring charges		0			0			0			0			0
Total Expenses		0			52,811			71,125			0			123,936
Operating Earnings From Continuing Operations		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) From Continuing Operations 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) From Continuing Operations Including Noncontrolling Interests		(4,833	)		25,186			15,325			0			35,678
Earnings Attributable to Noncontrolling Interests		0			0			(156	)		0			(156	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(4,833	)		25,186			15,169			0			35,522
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
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
Comprehensive Income (Loss)	$	2,500		$	24,229		$	(17,184	)	$	(8,178	)	$	1,367

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) 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
Restructuring charges		0			0			0			0			0
Total Expenses		0			99,600			146,023			0			245,623
Operating Earnings From Continuing Operations		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) From Continuing Operations 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) From Continuing Operations Including Noncontrolling Interests		(8,304	)		46,180			23,723			0			61,599
Earnings Attributable to Noncontrolling Interests		0			0			(966	)		0			(966	)
Earnings (Loss) From Continuing Operations Attributable to Esterline		(8,304	)		46,180			22,757			0			60,633
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
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
Comprehensive Income (Loss)	$	41,276		$	45,492		$	8,409		$	(56,919	)	$	38,258

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	)
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 employee stock plans		15,201			0			0			0		15,201
Excess tax benefits from stock options exercises		1,820			0			0			0		1,820
Repayment of long-term credit facilities		(40,000	)		0			0			0		(40,000	)
Repayment of long-term debt		(175,000	)		(165	)		(22,293	)		0		(197,458	)
Proceeds from issuance of long-term credit facilities		175,000			0			0			0		175,000
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 and cash equivalents		(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

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Acquisitions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended
	Feb. 04, 2013 Gamesman Group	Dec. 20, 2013 Sunbank
Business Acquisition [Line Items]
Business acquired	$ 40.8	$ 51.0
Contingent consideration		$ 5
Contingent consideration achievement period of certain sales levels		2 years

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Comprehensive Income (Tables)

6 Months Ended

May 02, 2014

Schedule of Comprehensive Income

The Company’s comprehensive income is as follows:

(In thousands)	Three Months Ended					Six Months Ended
	May 2,         2014		April 26,         2013			May 2,         2014			April 26,         2013
Net Earnings	$	36,904	$	35,522		$	66,982		$	60,633
Change in Fair Value of Derivative Financial Instruments, Net of Tax (1)		4,963		(1,540	)		(3,960	)		(1,586	)
Change in Pension and Post-retirement Obligations, Net of Tax (2)		254		2,126			2,146			1,975
Foreign Currency Translation Adjustment		38,000		(34,741	)		4,515			(22,764	)
Comprehensive Income	$	80,121	$	1,367		$	69,683		$	38,258

⁽¹⁾  Net of tax benefit (expense) of $(1,828) and $705 for the second fiscal quarter of 2014 and 2013, respectively. Net of tax benefit of $1,516 and $481 for the first six months of fiscal 2014 and 2013, respectively.

⁽²⁾  Net of tax expense of $(214) and $(1,130) for the second fiscal quarter of 2014 and 2013, respectively. Net of tax expense of $(1,016) and $(1,075) for the first six months of fiscal 2014 and 2013, respectively.

Schedule of Accumulated Other Comprehensive Loss

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

(In thousands)	May 2,           2014			October 25,           2013
Net unrealized loss on derivative contracts	$	(5,456	)	$	(1,496	)
Pension and post-retirement obligations		(54,039	)		(56,185	)
Currency translation adjustment		39,912			35,397
Total accumulated other comprehensive loss	$	(19,583	)	$	(22,284	)

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Accounting Policies

6 Months Ended

May 02, 2014

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 25, 2013, 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	May 02, 2014	Oct. 25, 2013
Accounts receivable, allowances	$ 9,915	$ 9,215
Debt issuance costs, accumulated amortization	$ 5,211	$ 4,359
Common stock, par value	$ 0.20	$ 0.20
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	31,941,378	31,441,949
Common stock, shares outstanding	31,941,378	31,441,949

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Fair Value Measurements

6 Months Ended

May 02, 2014

Fair Value Measurements

12. 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 May 2, 2014, and October 25, 2013.

(In thousands)	Level 2
	May 2,           2014		October 25,           2013
Assets:
Derivative contracts designated as hedging instruments	$	2,452	$	2,270
Derivative contracts not designated as hedging instruments		3,739		3,670
Embedded derivatives		1,934		706
Liabilities:
Derivative contracts designated as hedging instruments	$	10,179	$	4,541
Derivative contracts not designated as hedging instruments		17		122
Embedded derivatives		719		344
(In thousands)	Level 3
	May 2, 2014		October 25, 2013
Liabilities:
Contingent purchase obligation	$	5,000	$	4,000

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.

The Company’s contingent purchase obligations consist of additional contingent consideration in connection with the acquisition of Sunbank of $5.0 million as of May 2, 2014. The contingent considerations will be payable to the sellers if certain performance objectives are met following the acquisition in accordance with the terms of the purchase agreement. The values recorded on the balance sheet were derived from the estimated probability that the performance objectives will be met. The contingent purchase obligations are categorized as Level 3 in the fair value hierarchy. The Company paid $4.0 million of contingent consideration in the second fiscal quarter of 2014 for satisfaction of its obligation related to Eclipse.

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Document and Entity Information	6 Months Ended
	May 02, 2014	Jun. 02, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 02, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	ESL
Entity Registrant Name	ESTERLINE TECHNOLOGIES CORP
Entity Central Index Key	0000033619
Current Fiscal Year End Date	--10-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		31,970,428

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Derivative Financial Instruments

6 Months Ended

May 02, 2014

Derivative Financial Instruments

13. The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and has used 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 May 2, 2014. 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 May 2, 2014, and October 25, 2013, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of $361.2 million and $369.0 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 U.S. Term Loan. The Company recorded a gain on the swap termination of $2.9 million in the second fiscal quarter of 2013.

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 May 2, 2014, and October 25, 2013, consisted of:

(In thousands)		Fair Value
	Classification	May 2,           2014		October 25,           2013
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	4,681	$	4,547
	Other assets		1,510		1,393
	Accrued liabilities		7,556		3,002
	Other liabilities		2,640		1,661
Embedded Derivative Instruments:
	Other current assets	$	23	$	59
	Other assets		1,911		647
	Accrued liabilities		415		344
	Other liabilities		304		0

The effect of derivative instruments on the consolidated statement of operations and comprehensive income for the three and six month periods ended May 2, 2014, and April 26, 2013, consisted of:

(In thousands)		Three Months Ended						Six Months Ended
	Location of Gain (Loss)	May 2,       2014			April 26,       2013			May 2,       2014			April 26,       2013
Fair Value Hedges:
Interest rate swap contracts
	Interest Expense	$	0		$	342		$	0		$	1,058
	Loss on Extinguishment of Debt		0			2,918			0			2,918
Embedded derivatives
	Sales		(1,881	)		738			866			1,262
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of gain (loss) recognized in AOCI (effective portion)
	AOCI	$	9,034		$	(1,703	)	$	(2,735	)	$	(1,436	)
Amount of gain (loss) reclassified from AOCI into income
	Sales		(2,242	)		(541	)		(2,741	)		(631	)
Net Investment Hedges:
Euro Term Loan	AOCI	$	(556	)	$	1,991		$	(28	)	$	(424	)

During the first six months of fiscal 2014 and 2013, the Company recorded a gain of $0.8 million and a loss of $1.8 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 2014 and 2013. 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 2014 and 2013.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately $5.4 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 May 2, 2014, is 24 months.

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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
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Net Sales	$ 529,574	$ 499,562	$ 1,034,554	$ 957,524
Cost of Sales	347,229	318,186	678,914	615,803
Gross Profit	182,345	181,376	355,640	341,721
Expenses
Selling, general & administrative	98,470	98,278	194,676	196,889
Research, development & engineering	26,801	25,658	53,307	48,734
Restructuring charges	2,078	0	6,874	0
Total Expenses	127,349	123,936	254,857	245,623
Operating Earnings From Continuing Operations	54,996	57,440	100,783	96,098
Interest Income	(137)	(148)	(257)	(249)
Interest Expense	8,439	11,482	17,069	21,926
Loss on Extinguishment of Debt	0	946	0	946
Earnings From Continuing Operations Before Income Taxes	46,694	45,160	83,971	73,475
Income Tax Expense	9,150	9,482	16,263	11,876
Earnings From Continuing Operations Including Noncontrolling Interests	37,544	35,678	67,708	61,599
Earnings Attributable to Noncontrolling Interests	(297)	(156)	(383)	(966)
Earnings From Continuing Operations Attributable to Esterline, Net of Tax	37,247	35,522	67,325	60,633
Loss From Discontinued Operations Attributable to Esterline, Net of Tax	(343)	0	(343)	0
Net Earnings (Loss) Attributable to Esterline	36,904	35,522	66,982	60,633
Earnings (Loss) Per Share Attributable to Esterline - Basic:
Continuing operations	$ 1.17	$ 1.14	$ 2.12	$ 1.96
Discontinued operations	$ (0.01)	$ 0.00	$ (0.01)	$ 0.00
Earnings (Loss) Per Share Attributable to Esterline - Basic	$ 1.16	$ 1.14	$ 2.11	$ 1.96
Earnings (Loss) Per Share Attributable to Esterline - Diluted:
Continuing operations	$ 1.15	$ 1.12	$ 2.08	$ 1.92
Discontinued operations	$ (0.01)	$ 0.00	$ (0.01)	$ 0.00
Earnings (Loss) Per Share Attributable to Esterline - Diluted	$ 1.14	$ 1.12	$ 2.07	$ 1.92
Comprehensive Income	$ 80,121	$ 1,367	$ 69,683	$ 38,258

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Asset Impairment

6 Months Ended

May 02, 2014

Asset Impairment

7.

During the second fiscal quarter of 2014, management performed an impairment test of Eclipse Electronic Systems, Inc.’s (Eclipse) long-lived assets including property, plant and equipment and intangible assets due to the uncertain outlook for sales and earnings over the next five years. The net book value of Eclipse’s long-lived assets at May 2, 2014, totaled $41.5 million. Although Eclipse’s sales are currently being delayed and orders pushed out, the forecast of undiscounted cash flow over the remaining useful life of the intangible assets exceeded the book value of Eclipse, and accordingly, no impairment was recorded.

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Acquisition

6 Months Ended

May 02, 2014

Acquisition

6. On December 20, 2013, the Company acquired Sunbank Family of Companies, LLC (Sunbank) for $51.0 million. The purchase price included $5 million in additional contingent consideration based upon achievement of certain sales levels over a two-year period. Sunbank is a manufacturer of electrical cable accessories, connectors and flexible conduit systems. Sunbank is included in the Sensors & Systems segment.

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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Earnings Per Share (Tables)

6 Months Ended

May 02, 2014

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
	May 2,         2014		April 26,         2013		May 2,         2014		April 26,         2013
Shares Used for Basic Earnings Per Share		31,867		31,100		31,733		31,002
Shares Used for Diluted Earnings Per Share		32,475		31,696		32,348		31,559

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Restructuring Activities

6 Months Ended

May 02, 2014

Restructuring Activities

14. On December 5, 2013, the Company announced the acceleration of its plans to consolidate certain facilities and create cost efficiencies through shared services in sales, general and administrative support functions. These integration activities are expected to result in charges and expenses of approximately $40 million. The Company expects to incur costs of $25 million to $30 million in fiscal 2014 to support these efforts, with the balance to be incurred in fiscal 2015. The costs are mainly for severance, relocation of facilities and losses on the write off of certain property, plant and equipment. In the first six months of 2014, restructuring expense totaled $8.9 million, reflecting a $2.5 million loss on the write off of certain property, plant and equipment and $4.1 million in severance. The Company has recorded an accrued liability for $4.0 million for these activities as of May 2, 2014.

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Employee Benefit Plans

6 Months Ended

May 02, 2014

Employee Benefit Plans

10. 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
	May 2,       2014			April 26,     2013			May 2,       2014			April 26,     2013
Service cost	$	2,894		$	2,974		$	5,623		$	6,271
Interest cost		4,765			4,382			9,577			8,794
Expected return on plan assets		(6,939	)		(5,632	)		(13,451	)		(11,305	)
Amortization of prior service cost		19			21			38			42
Amortization of actuarial loss		1,343			3,443			2,700			6,855
Net Periodic Cost	$	2,082		$	5,188		$	4,487		$	10,657
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
	May 2,       2014			April 26,     2013			May 2,       2014			April 26,     2013
Service cost	$	228		$	254		$	463		$	513
Interest cost		184			186			373			376
Amortization of prior service cost		(17	)		(17	)		(34	)		(34	)
Amortization of actuarial loss (gain)		(66	)		8			(134	)		16
Net Periodic Cost	$	329		$	431		$	668		$	871

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Income Taxes

6 Months Ended

May 02, 2014

Income Taxes

8. The income tax rate was 19.4% and 16.2% for the first six months of fiscal 2014 and 2013, respectively. In the first six months of fiscal 2014, the Company recognized approximately $1.1 million of discrete tax benefits principally related to the following items. The first item was approximately $0.6 million of tax benefits due to the release of reserves due to the expiration of a statute of limitations. The second item was a $0.5 million reduction of net deferred income tax liabilities as a result of the enactment of tax laws reducing the U.K. statutory income tax rate. 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. The income tax rate differed from the statutory rate in the first six months of fiscal 2014 and 2013, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is reasonably possible that within the next twelve months approximately $1.6 million of tax benefits 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

6 Months Ended

May 02, 2014

Employee Stock Plans

9. As of May 2, 2014, 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 2014 and 2013 was $6.6 million and $5.7 million, respectively. During the first six months of fiscal 2014 and 2013, the Company issued 491,320 and 383,669 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

The Company offers shares under its employee sharesave scheme for U.K. employees. This plan allows participants 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 29,242 and 16,722 options in the six month periods ended May 2, 2014, and April 26, 2013, respectively. The weighted-average grant date fair value of options granted during the six month periods ended May 2, 2014, and April 26, 2013, was $27.03 and $20.24 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
	May 2,           2014		April 26,           2013
Volatility		33.69%		36.97%
Risk-free interest rate		0.73%		0.40%
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 191,900 and 237,700 options in the six month periods ended May 2, 2014, and April 26, 2013, respectively. The weighted-average grant date fair value of options granted during the six month periods ended May 2, 2014, and April 26, 2013, was $45.20 and $29.12 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
	May 2,           2014		April 26,           2013
Volatility		41.87 – 43.17%		41.89 – 44.25%
Risk-free interest rate		1.73 – 2.99%		0.79 – 1.88%
Expected life (years)		5 – 9		4.5 – 9.5
Dividends		0		0

The Company granted 77,075 and 32,200 restricted stock units in the six month periods ended May 2, 2014, and April 26, 2013, respectively. The weighted-average grant date fair value of restricted stock units granted during the six month periods ended May 2, 2014, and April 26, 2013, was $84.34 and $62.52 per share, respectively. The fair value of 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.

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Debt

6 Months Ended

May 02, 2014

Debt

11. 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 interest rate ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At May 2, 2014, the Company had $130.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.75%, which was 1.91% at May 2, 2014.

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 May 2, 2014, the Company had €9.0 million outstanding or $12.5 million under the Euro Term Loan at an interest rate of Euro LIBOR plus 1.75%, which was 2.00% at May 2, 2014. 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 May 2, 2014, the Company had $166.3 million outstanding under the U.S. Term Loan at an interest rate of LIBOR plus 1.75%, which was 1.91% at May 2, 2014. 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 received proceeds of $2.9 million from the termination of its $175.0 million interest rate swap agreements. As a result, the redemption of the 2017 Notes resulted in a net loss of $0.9 million on extinguishment of debt in the second quarter of fiscal 2013.

Based on quoted market prices, the fair value of the Company’s $250.0 million 7.0% Senior Notes due August 2020 (2020 Notes) was $271.3 million and $272.5 million as of May 2, 2014, and October 25, 2013, respectively. 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 12.

Government refundable advances 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 4.2% at May 2, 2014. The discounted value of debt recognized was $52.1 million and $56.9 million as of May 2, 2014, and October 25, 2013, respectively.

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Schedule of Comprehensive Income (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Comprehensive Income (Loss) [Line Items]
Change in Fair Value of Derivative Financial Instruments, Tax (Expense) Benefit	$ (1,828)	$ 705	$ 1,516	$ 481
Pension and Post-retirement Obligations, Tax Benefit (Expense)	$ (214)	$ (1,130)	$ (1,016)	$ (1,075)

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Business Segment Information for Continuing Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Segment Reporting Information [Line Items]
Sales	$ 529,574	$ 499,562	$ 1,034,554	$ 957,524
Corporate expense	(17,037)	(15,855)	(32,256)	(32,431)
Interest income	137	148	257	249
Interest expense	(8,439)	(11,482)	(17,069)	(21,926)
Loss on extinguishment of debt	0	(946)	0	(946)
Income (Loss) from Continuing Operations Before Taxes	46,694	45,160	83,971	73,475
Avionics & Controls
Segment Reporting Information [Line Items]
Sales	195,601	192,130	396,040	366,700
Sensors & Systems
Segment Reporting Information [Line Items]
Sales	210,734	176,964	397,823	348,774
Advanced Materials
Segment Reporting Information [Line Items]
Sales	123,239	130,468	240,691	242,050
Operating Segments
Segment Reporting Information [Line Items]
Segment Earnings	72,033	73,295	133,039	128,529
Operating Segments | Avionics & Controls
Segment Reporting Information [Line Items]
Segment Earnings	21,567	21,465	46,331	40,054
Operating Segments | Sensors & Systems
Segment Reporting Information [Line Items]
Segment Earnings	23,099	23,207	43,337	42,208
Operating Segments | Advanced Materials
Segment Reporting Information [Line Items]
Segment Earnings	$ 27,367	$ 28,623	$ 43,371	$ 46,267

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Segment information

6 Months Ended

May 02, 2014

Segment information

16. Segment information:

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

(In thousands)	Three Months Ended						Six Months Ended
	May 2, 2014			April 26, 2013			May 2, 2014			April 26, 2013
Sales
Avionics & Controls	$	195,601		$	192,130		$	396,040		$	366,700
Sensors & Systems		210,734			176,964			397,823			348,774
Advanced Materials		123,239			130,468			240,691			242,050
Total Sales	$	529,574		$	499,562		$	1,034,554		$	957,524
Earnings From Continuing Operations Before Income Taxes
Avionics & Controls	$	21,567		$	21,465		$	46,331		$	40,054
Sensors & Systems		23,099			23,207			43,337			42,208
Advanced Materials		27,367			28,623			43,371			46,267
Segment Earnings		72,033			73,295			133,039			128,529
Corporate expense		(17,037	)		(15,855	)		(32,256	)		(32,431	)
Interest income		137			148			257			249
Interest expense		(8,439	)		(11,482	)		(17,069	)		(21,926	)
Loss on extinguishment of debt		0			(946	)		0			(946	)
	$	46,694		$	45,160		$	83,971		$	73,475

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Employee Benefit Plans (Tables)

6 Months Ended

May 02, 2014

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
	May 2,       2014			April 26,     2013			May 2,       2014			April 26,     2013
Service cost	$	2,894		$	2,974		$	5,623		$	6,271
Interest cost		4,765			4,382			9,577			8,794
Expected return on plan assets		(6,939	)		(5,632	)		(13,451	)		(11,305	)
Amortization of prior service cost		19			21			38			42
Amortization of actuarial loss		1,343			3,443			2,700			6,855
Net Periodic Cost	$	2,082		$	5,188		$	4,487		$	10,657

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
	May 2,       2014			April 26,     2013			May 2,       2014			April 26,     2013
Service cost	$	228		$	254		$	463		$	513
Interest cost		184			186			373			376
Amortization of prior service cost		(17	)		(17	)		(34	)		(34	)
Amortization of actuarial loss (gain)		(66	)		8			(134	)		16
Net Periodic Cost	$	329		$	431		$	668		$	871

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Restructuring Activities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Dec. 05, 2013	May 02, 2014
Restructuring Cost and Reserve [Line Items]
Expected integration cost	$ 40
Restructuring expense		8.9
Write off of property, plant and equipment		2.5
Severance cost		4.1
Accrued restructuring		4.0
Minimum
Restructuring Cost and Reserve [Line Items]
Expected integration cost		25
Maximum
Restructuring Cost and Reserve [Line Items]
Expected integration cost		$ 30

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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
	May 02, 2014	Apr. 26, 2013	May 02, 2014	Apr. 26, 2013
Pension Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2,894	$ 2,974	$ 5,623	$ 6,271
Interest cost	4,765	4,382	9,577	8,794
Expected return on plan assets	(6,939)	(5,632)	(13,451)	(11,305)
Amortization of prior service cost	19	21	38	42
Amortization of actuarial loss	1,343	3,443	2,700	6,855
Net Periodic Cost	$ 2,082	$ 5,188	$ 4,487	$ 10,657

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	May 02, 2014	Apr. 26, 2013
Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$ 67,365	$ 61,599
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization	59,282	56,288
Deferred income taxes	(8,410)	(5,676)
Share-based compensation	6,648	5,658
Gain on sale of capital assets	0	(695)
Working capital changes, net of effect of acquisitions:
Accounts receivable	33,331	41,591
Inventories	(33,485)	(18,279)
Prepaid expenses	(8,072)	(1,974)
Other current assets	(276)	(281)
Accounts payable	(10,650)	422
Accrued liabilities	(13,224)	(13,587)
Federal and foreign income taxes	(3,754)	(2,808)
Other liabilities	(1,587)	(3,212)
Other, net	(2,716)	3,638
Net Cash Provided (Used) by Operating Activities	84,452	122,684
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(21,297)	(25,085)
Proceeds from sale of capital assets	0	695
Acquisitions of business, net of cash acquired	(44,043)	(40,689)
Net Cash Provided (Used) by Investing Activities	(65,340)	(65,079)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans	22,957	15,201
Excess tax benefits from stock options exercises	5,297	1,820
Repayment of long-term credit facilities	(25,000)	(40,000)
Repayment of long-term debt	(19,302)	(197,458)
Proceeds from issuance of long-term credit facilities	25,000	175,000
Dividends paid to noncontrolling interests	(780)	(962)
Debt and other issuance costs	0	(453)
Net Cash Provided (Used) by Financing Activities	8,172	(46,852)
Effect of foreign exchange rates on cash and cash equivalents	981	(2,251)
Net Increase (Decrease) in Cash and Cash Equivalents	28,265	8,502
Cash and Cash Equivalents - Beginning of Period	179,178	160,675
Cash and Cash Equivalents - End of Period	207,443	169,177
Supplemental Cash Flow Information
Cash paid for interest	14,688	21,906
Cash paid for taxes	$ 29,724	$ 20,984

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Comprehensive Income

6 Months Ended

May 02, 2014

Comprehensive Income

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

(In thousands)	Three Months Ended					Six Months Ended
	May 2,         2014		April 26,         2013			May 2,         2014			April 26,         2013
Net Earnings	$	36,904	$	35,522		$	66,982		$	60,633
Change in Fair Value of Derivative Financial Instruments, Net of Tax (1)		4,963		(1,540	)		(3,960	)		(1,586	)
Change in Pension and Post-retirement Obligations, Net of Tax (2)		254		2,126			2,146			1,975
Foreign Currency Translation Adjustment		38,000		(34,741	)		4,515			(22,764	)
Comprehensive Income	$	80,121	$	1,367		$	69,683		$	38,258

⁽¹⁾  Net of tax benefit (expense) of $(1,828) and $705 for the second fiscal quarter of 2014 and 2013, respectively. Net of tax benefit of $1,516 and $481 for the first six months of fiscal 2014 and 2013, respectively.

⁽²⁾  Net of tax expense of $(214) and $(1,130) for the second fiscal quarter of 2014 and 2013, respectively. Net of tax expense of $(1,016) and $(1,075) for the first six months of fiscal 2014 and 2013, respectively.

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

(In thousands)	May 2,           2014			October 25,           2013
Net unrealized loss on derivative contracts	$	(5,456	)	$	(1,496	)
Pension and post-retirement obligations		(54,039	)		(56,185	)
Currency translation adjustment		39,912			35,397
Total accumulated other comprehensive loss	$	(19,583	)	$	(22,284	)

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Fair Value Measurements (Tables)

6 Months Ended

May 02, 2014

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 May 2, 2014, and October 25, 2013.

(In thousands)	Level 2
	May 2,           2014		October 25,           2013
Assets:
Derivative contracts designated as hedging instruments	$	2,452	$	2,270
Derivative contracts not designated as hedging instruments		3,739		3,670
Embedded derivatives		1,934		706
Liabilities:
Derivative contracts designated as hedging instruments	$	10,179	$	4,541
Derivative contracts not designated as hedging instruments		17		122
Embedded derivatives		719		344
(In thousands)	Level 3
	May 2, 2014		October 25, 2013
Liabilities:
Contingent purchase obligation	$	5,000	$	4,000

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	May 02, 2014	Apr. 26, 2013
Income Tax [Line Items]
Income tax rate	19.40%	16.20%
Discrete tax benefits	$ 1.1	$ 3.6
Change in unrecognized tax benefit within the next twelve months	1.6
Due to the retroactive extension of the U.S. federal research and experimentation credits
Income Tax [Line Items]
Discrete tax benefit due to a change in Tax Laws		1.5
Related to the settlement of U.S. and foreign tax examinations
Income Tax [Line Items]
Settlement tax examinations		2.3
Due to the release of reserves due to the expiration of a statute of limitations
Income Tax [Line Items]
Discrete tax benefit due to release of reserves for uncertain tax positions	0.6
As a result of the enactment of tax laws reducing the U.K. statutory income tax rate
Income Tax [Line Items]
Discrete tax benefit due to a change in Tax Laws	$ 0.5

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Commitments and Contingencies

6 Months Ended

May 02, 2014

Commitments and Contingencies

15. On March 5, 2014, the Company entered into a Consent Agreement (CA) with the U.S. Department of State’s Directorate of Defense Trade Controls Office of Defense Trade Controls Compliance (DTCC) to resolve alleged International Traffic in Arms Regulations (ITAR) civil violations. The CA settles the pending ITAR compliance matter with the DTCC previously reported by the Company that resulted from voluntary reports the Company filed with DTCC that disclosed possible technical and administrative violations of the ITAR. The CA has a three-year term and provides for: (i) a payment of $20 million, $10 million of which is suspended and eligible for offset credit based on verified expenditures for past and future remedial compliance measures; (ii) the appointment of an external Special Compliance Official to oversee compliance with the CA and the ITAR; (iii) two external audits of the Company’s ITAR compliance program; and (iv) continued implementation of ongoing remedial compliance measures and additional remedial compliance measures related to automated systems and ITAR compliance policies, procedures, and training.

The settlement amount in the CA is consistent with the amount proposed by DTCC in August 2013, for which the Company estimated and recorded a $10 million charge in the fiscal quarter ended July 26, 2013. The $10 million portion of the settlement that is not subject to suspension will be paid in installments, with $4 million paid in March 2014, and $2 million to be paid in each of March 2015, 2016, and 2017. The Company expects some part of recent investments made in our ITAR compliance program will be eligible for credit against the suspended portion of the settlement amount, which include: additional staffing, ongoing implementation of a new software system, employee training, and establishment of a regular compliance audit program and corrective action process. The Company expects recent and future investments in remedial compliance measures will be sufficient to cover the $10 million suspended payment.