10-Q

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

FORM 10-Q

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

For quarterly period ended    January 31, 2000

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
(State or Other Jurisdiction
of Incorporation or Organization) 13-2595091
(I.R.S. Employer
Identification No.)

10800 NE 8th Street, 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    [X]            No     [   ]

As of March 2, 2000, 17,350,751 shares of the registrant's common stock were outstanding.

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of January 31, 2000 and October 31, 1999
(In thousands, except share amounts)

	January 31,      2000      (unaudited)	October 31,      1999
ASSETS
Current Assets
Cash and equivalents     Short-term investments     Accounts receivable, net of allowances       of $2,340 and $2,233 for doubtful accounts     Inventories         Raw materials and purchased parts         Work in process         Finished goods	$    26,061  7,669  70,431  32,307  31,197        12,709        76,213	$    55,047  25,933  69,613  30,014  27,803        13,613        71,430
Deferred income taxes     Prepaid expenses         Total Current Assets	13,899          4,803      199,076	16,212          4,251      242,486
Property, Plant and Equipment     Accumulated depreciation	197,365      106,553        90,812	193,275      103,936        89,339
Other Non-Current Assets
Goodwill, net     Intangibles, net and other assets	141,167        16,157  $  447,212	105,383        15,874  $  453,082

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of January 31, 2000 and October 31, 1999
(In thousands, except share amounts)
(continued)

	January 31      2000      (unaudited)	October 31,      1999
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable     Accrued liabilities     Credit facilities     Current maturities of long-term debt     Federal and foreign income taxes         Total Current Liabilities	$    19,486  60,124  4,426  7,366             845        92,247	$    16,918  65,974  5,138  7,249          6,299      101,578
Long-Term Liabilities
Long-term debt, net of current maturities     Deferred income taxes	116,068  10,390	116,966  9,918
Commitments and Contingencies	--	--
Shareholders' Equity
Common stock, par value $.20 per share,       authorized 60,000,000 shares, issued and       outstanding 17,350,751 and 17,342,374 shares     Capital in excess of par value     Retained earnings     Accumulated other comprehensive income         Total Shareholders' Equity	3,470  46,812  183,779         (5,554)     228,507  $  447,212	3,468  46,824  178,953         (4,625)     224,620  $  453,082

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended January 31, 2000 and 1999
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended                    January 31,
	2000	1999
Sales Cost of Sales Expenses     Selling, general & administrative     Research, development & engineering	$104,248      66,240  38,008  23,957        4,943	$108,698      68,574  40,124  25,761        4,847
Total Expenses	28,900	30,608
Operating Earnings	9,108	9,516
Interest income     Interest expense	(644)       2,036	(630)       2,173
Net Other Expense	1,392	1,543
Earnings Before Income Taxes	7,716	7,973
Income Tax Expense	2,890	2,916
Net Earnings	$    4,826	$    5,057
Net Earnings Per Share - Basic	$        .28	$        .29
Net Earnings Per Share - Diluted	$        .27	$        .29

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended January 31, 2000 and 1999
(Unaudited)
(In thousands)

	Three Months Ended                    January 31,
	2000	1999
Cash Flows Provided (Used) by Operating Activities     Net earnings     Depreciation and amortization     Deferred income taxes     Working capital changes, net of effect of acquisitions         Accounts receivable         Inventories         Prepaid expenses         Accounts payable         Accrued liabilities         Federal and foreign income taxes     Other, net	$    4,826  5,277  2,245  2,661  (1,899) (708) 613  (7,771) (5,426)          188               6	$    5,057  5,073  3,970  11,886  (3,365) 20  (4,217) (8,866) (1,671)        (419)       7,468
Cash Flows Provided (Used) by Investing Activities     Capital expenditures     Capital dispositions     Sale of short-term investments     Acquisition	(4,154) 125  18,264     (43,137)    (28,902)	(3,906) 162  - --              --       (3,744)
Cash Flows Provided (Used) by Financing Activities     Net change in credit facilities     Proceeds from sale of senior notes     Repayment of bridge facility     Repayment of long-term debt	(447) - --  - --          (449)         (896)	(197) 100,000  (50,000)         (203)     49,600
Effect of Exchange Rates Net Increase (Decrease) in Cash and Equivalents	806  (28,986)	(175) 53,149
Cash and Equivalents - Beginning of Period Cash and Equivalents - End of Period	55,047  $  26,061	8,897  $  62,046
Supplemental Cash Flow Information     Cash paid during the period for         Interest expense         Income taxes	$    3,353  5,300	$    1,068  367

ESTERLINE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended January 31, 2000 and 1999

1.	The consolidated balance sheet as of January 31, 2000 and the consolidated statements of operations and cash flows for the quarters ended January 31, 2000 and 1999 are unaudited, but in the opinion of management all necessary adjustments have been made to present them fairly. The results of operations and cash flows for the interim periods presented are not necessarily indicative of results 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 31, 1999 provide a summary of significant accounting policies and additional financial information that should be read in conjunction with this Form 10-Q.
3.	Classifications have been changed for certain amounts in the preceding period to conform with the current year's financial presentation.
4.	The Company's comprehensive income is as follows:

	Three Months Ended                   January 31,
	2000	1999
Net Earnings Foreign Currency Translation Adjustment Comprehensive Income	$  4,826       (929) $  3,897	$  5,057       (865) $  4,192

Item 2.    Management's Discussion and Analysis of Results of Operations,
                Liquidity and Capital Resources

Results of Operations

Quarter Ended January 31, 2000 Compared to Quarter Ended January 31, 1999

On December 21, 1999, the Company acquired Advanced Input Devices (A.I.D.), a privately held company with annual sales of approximately $40 million. The business is located in Coeur d'Alene, Idaho, and is a manufacturer of custom keyboards and other multifunction data input subsystems. This strategic acquisition is a part of the growth platform for high-end illuminated displays and custom panels, and is included in the Aerospace Segment. A.I.D. was accounted for under the purchase method of accounting and funded with available cash.

Net sales for the quarter ended January 31, by Segment, were as follows:

(In thousands)	Incr./(Decr.) from prior year	2000	1999
Aerospace Advanced Materials Automation Total Net Sales	21 % (13)% (22)%	$  47,471 28,721     28,056 $104,248	$  39,356 33,161     36,181 $108,698

In Aerospace, improved sales were primarily from two new lines of business in the Segment this year--Muirhead for the full quarter and A.I.D. for one month. Advanced Materials sales continued to be impacted by short-term inventory balancing programs implemented late last year by certain customers. Automation sales improved for business related to printed circuit board ("PCB") manufacturing, but was offset by continued weakness in agriculture markets. The net decline reflects sales previously contributed by Federal--a line of business sold late in fiscal 1999.

Total gross margin as a percentage of net sales was 36% compared with 37% during the same period in 1999. Gross margins by segment ranged from 32% to 39% in the first quarter of 2000 compared with 30% to 41% during the same period in 1999. Factors affecting this gross margin comparison were unfavorable product mix, primarily in Advanced Materials; $1 million favorable resolution of previously reserved claims; and performance improvement in the PCB manufacturing operation.

Selling, general and administrative expenses decreased to 23% of net sales for the first quarter of 2000 from 24% for the same period in 1999. Excluding the favorable resolution of certain pension and litigation matters, selling, general and administrative expenses would have been $1.7 million higher, 25% of net sales. The Company maintained its commitment to research, development and related engineering during the first quarter, which resulted in spending of $4.9 million, representing 5% of sales, for the first quarter of 2000 compared with $4.8 million, or 4% of sales, for the same period in 1999.

Segment earnings (excluding corporate expenses) for the first quarter of 2000 decreased 5% to $12 million when compared with $12.7 million for the first quarter of 1999. Aerospace earnings increased 11% to $5.1 million for the first quarter of 2000 from $4.6 million in the first quarter of 1999, primarily due to recent acquisitions. Advanced Materials earnings were $6 million for the first quarter of 2000 compared with $8.6 million for the first quarter of 1999. The decrease is primarily attributable to the inventory balancing programs implemented by certain customers. The effect is most pronounced in specific business lines for Advanced Materials, primarily metal finishing and high-end elastomer products. Automation earnings improved $1.4 million to $919,000 for the first quarter of 2000 principally due to improvements in the Company's PCB equipment operation.

Interest income and expense were relatively constant as the average outstanding cash and debt balances remained at levels approximating first quarter of 1999.

The effective income tax rate for the first quarters of 2000 and 1999 was 37%.

Orders for the first quarter of 2000 totaled $117.2 million, compared with $104.7 million for the same period in 1999. Company-wide backlog at January 31, 2000 was $196.1 million, compared with $164.4 million at January 31, 1999. The increases were principally due to the addition of A.I.D. Both orders and backlog remained strong for the first quarter of 2000 when compared with the prior year. Approximately $47.4 million in backlog is scheduled to ship after fiscal 2000. All orders in backlog are subject to cancellation until delivery; the current strike at the Boeing Company could potentially impact the timing of orders in backlog as well as new orders if it continues for a significant length of time.

The Company has not experienced any significant year 2000 ("Y2K") issues, however, immaterial Y2K related issues may occur. Therefore, the Company is engaged in ongoing efforts to ensure that any Y2K issues are identified and resolved as early as possible. Few of the Company's products contain software coding. For products identified as containing software, testing was completed and updates have been available for some time. The Company has sought to identify customers that require upgrades.

Liquidity and Capital Resources

Cash and equivalents on hand at January 31, 2000 totaled $26.1 million compared with $55 million at October 31, 1999. Short-term investments at January 31, 2000 totaled $7.7 million compared with $25.9 million at October 31, 1999. Net working capital decreased to $106.8 million at January 31, 2000 from $140.9 million at October 31, 1999. The changes are primarily related to the $43.2 million acquisition of A.I.D. in December 1999.

Capital expenditures for machinery, equipment and computers are anticipated to be approximately $21.5 million during 2000, compared with $15.6 million in 1999. Capital expenditures for the first quarter ended January 31, 2000 totaled $4.2 million.

Total debt at January 31, 2000 was $127.9 million, a decrease of $1.5 million from October 31, 1999. Total debt outstanding at January 31, 2000 consisted of $100 million under the Company's 1999 Senior Notes, $17.1 million under the Company's 8.75% Senior Notes, $1.6 million for revenue bonds and $9.2 million under various foreign currency debt agreements, including capital lease obligations. The 8.75% Senior Notes have a scheduled annual payment of $5.7 million, which will continue until maturity on July 30, 2002. The 1999 Senior Notes have maturities ranging from 5 to 10 years and interest rates from 6% to 6.77%. Management believes cash on hand, funds generated from operations and other available debt facilities are sufficient to fund operating cash requirements and capital expenditures through 2000.

Forward-Looking Statements

Certain statements in the above commentary and throughout this quarterly report on Form 10-Q contain forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks and uncertainties regarding matters that could significantly affect expected results, including information about industry trends, growth, orders, currency fluctuations, backlog, capital expenditures and cash requirements. The Company is susceptible to economic cycles and financial results can vary widely based on a number of factors, including domestic and foreign economic conditions and developments affecting specific industries and customers.

A significant portion of the sales and profitability of the Company's businesses is derived from aerospace, defense, computer, electronics, telecommunications, medical and agriculture equipment markets. The products sold by most of the Company's businesses represent capital investment or support for capital investment by either the initial customer or the ultimate end-user. Changes in general economic conditions or conditions in these and other specific industries, capital acquisition cycles and government policies, collectively or individually, can have a significant effect on the Company's results of operations and financial condition. Thus, actual results may vary materially from these forward-looking statements. The Company does not undertake any obligation to publicly release the results of any revisions that may be made to these forward-looking statements to reflect any future events or circumstances.

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

The Company is a party to various lawsuits and claims, both as plaintiff and defendant, and has contingent liabilities arising from the conduct of business, none of which, in the opinion of management, is expected to have a material effect on the Company's financial position or results of operations. The Company believes that it has made adequate provisions for contingent liabilities.

Item 4.    Submission of Matters to a Vote of Security Holders

At the Company's annual meeting of shareholders held on March 2, 2000, shareholders approved the following proposal:

(a)	The election of the following directors for three-year terms expiring at the 2002 annual meeting:
		Votes Cast
	Name	For	Withheld
	Ross J. Centanni Robert S. Cline Wendell P. Hurlbut	15,290,490 15,220,326 15,224,164	322,118 322,282 318,444
	Current directors whose terms are continuing after the 2000 annual meeting are Richard R. Albrecht, John F. Clearman, Robert W. Cremin, E. John Finn, Robert F. Goldhammer, Jerry D. Leitman, and Paul G. Schloemer .

There were no broker non-votes on the above proposal.

Item 6.    Exhibits and Reports on Form 8-K

      (a)    Exhibits.

Exhibit Number	Exhibit
11.	Schedule setting forth computation of basic and diluted earnings per common share for the three months ended January 31, 2000 and 1999.
27.	Financial Data Schedule (EDGAR Only).

      (b)    Reports on Form 8-K.

               There were no reports filed on Form 8-K during the first quarter of 2000.

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 thereunto duly authorized.

		Esterline Technologies Corporation (Registrant)
Date:    March 6, 2000	By:	/s/Robert D. George                                         Robert D. George Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)

EX-11

EXHIBIT 11

ESTERLINE TECHNOLOGIES CORPORATION
Computation of Basic and Diluted Earnings Per Common Share
For the Three Months Ended January 31, 2000 and 1999
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended                  January 31,
	2000	1999
Basic
Net Earnings	$   4,826	$   5,057
Weighted Average Number of Common SharesOutstanding	17,350	17,327
Net Earnings per Common Share - Basic	$       .28	$       .29
Diluted
Net Earnings	$   4,826	$   5,057
Weighted Average Number of Common Shares   Outstanding Net Shares Assumed to be Issued   for Stock Options	17,350         204	17,327         414
Weighted Average Number of Common Shares   and Common Equivalent Shares Outstanding	17,554	17,741
Net Earnings per Common Share - Diluted	$       .27	$       .29

EX-27

 

<ARTICLE>             5
<LEGEND>
This Schedule Contains Summary Financial Information Extracted From the
Esterline Technologies Corporation Consolidated Balance Sheet at January 31,
2000 and the Related Consolidated Statements of Operations for the Three Months
then Ended and is Qualified in its Entirety by Reference to Such Financial
Statements.

<MULTIPLIER>          1,000

                             
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<PERIOD-END>                               JAN-31-2000
<CASH>                                          26,061
<SECURITIES>                                     7,669
<RECEIVABLES>                                   72,771
<ALLOWANCES>                                     2,340
<INVENTORY>                                     76,213
<CURRENT-ASSETS>                               199,076
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<TOTAL-ASSETS>                                 447,212
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<INCOME-CONTINUING>                              4,826
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