10-K

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

FORM 10-K

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

For the fiscal year ended October 26, 2001                                                            

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 (Address of principal executive offices)	98004 (Zip code)

Registrant's telephone number, including area code       425/453-9400      

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock ($.20 par value)
Preferred Stock Purchase Rights Name of each exchange
 on which registered 
New York Stock Exchange
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

      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.          X   Yes                No

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.        [X]

      As of January 8, 2002, 20,720,233 shares of the Registrant's common stock were outstanding. The aggregate market value of such common stock held by non-affiliates at such date was $333,181,347 (based upon the closing sales price of $16.08 per share).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for Fiscal Year ended October 26, 2001-Parts I, II and IV.

Portions of Definitive Proxy Statement relating to the 2002 Annual Meeting of Shareholders, to be held on March 5, 2002-Part III.

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PART I

This Report includes a number of forward-looking statements that reflect the Company's current views with respect to future events and financial performance. Please refer to the section addressing forward-looking information on page 7 for further discussion.

Item 1.   Business

(a)   General Development of Business.

Esterline, a Delaware corporation formed in 1967, is a specialized manufacturing company principally serving aerospace and defense customers and electronic equipment manufacturers. We design, manufacture and market highly engineered products and systems for applications within the industries we serve. Our strategic growth plan revolves around the development of three key technologies - sensors and controls, specialized high-performance materials and illuminated displays.

As part of our long-term strategic direction, we strive to anticipate the global needs of our customers and to respond to such needs with comprehensive solutions worldwide. This effort has resulted in establishing strategic realignments of operations providing the capability to offer a more extensive product line to each customer through a single contact. As part of our strategy, during the past fiscal year, we completed four strategic product line acquisitions for our Aerospace and Advanced Materials segments. These acquisitions extended our product offerings and increased our customer interface opportunities. In addition, we divested a small unit in our Aerospace segment that was not core to our operations.

We view and operate our business in three different segments: Aerospace, Advanced Materials and Automation. We primarily serve aerospace and defense customers with manufactured products such as high-end components for avionics, propulsion and guidance systems, and high-performance elastomers and other complex materials in the Aerospace and Advanced Materials segments. The Automation segment serves electronic equipment customers with printed circuit board (PCB) drilling equipment and heavy equipment manufacturing customers with automated machine tools for cutting and punching plate metal.

(b)   Financial Information about Industry Segments.

A summary of net sales to unaffiliated customers, operating earnings and identifiable assets attributable to the Company's business segments for fiscal years 2001, 2000, and 1999 is incorporated herein by reference to Note 11 to the Company's Consolidated Financial Statements (pages 60-63) of the Annual Report to Shareholders for the fiscal year ended October 26, 2001.

(c)   Narrative Description of Business.

Aerospace. Principal operations for our Aerospace business segment are conducted through Auxitrol, which specializes in the development and manufacture of sensors and controls, and Korry, which specializes in cockpit components.

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Sensors & Controls

We are a market leader in Europe with growing positions in the U.S. and U.K. in the manufacture of high-precision temperature and pressure sensing devices, micro-motors and motion control sensors used primarily in aerospace applications. For example, we are the sole-source supplier of temperature probes for use on all versions of the GE/Snecma CFM 56 jet engine (over 10,000 of which are currently in use on all new generation Boeing 737 aircraft and most Airbus models). The principal customers for these products are jet engine manufacturers, airframe manufacturers, shipbuilders, petroleum companies and electric utilities. Customers for our products include Aerospatiale, Airbus, Aircraft Braking Systems, British Ministry of Defence, General Electric, Honeywell, Parker Hannifin and Snecma.

Cockpit Components

We are a market leader in the development, marketing and manufacturing of sophisticated high reliability components and systems. These products include illuminated push-button switches, indicators, panels and keyboards that are used in a broad variety of control and display applications. They have been integrated into many existing aircraft designs, including every Boeing commercial aircraft currently in production. This large installed base provides us with a significant spare parts and retrofit business. In addition, we manufacture control sticks, grips and wheels, as well as specialized switching systems. In this area, we primarily serve commercial and military aviation, and airborne and ground-based military equipment manufacturing customers.

Our proprietary products provide customers with significant technological advantages in such areas as night vision, a critical operational requirement, and backlighting for active-matrix liquid-crystal displays, a technology enabling pilots to read display screens in a variety of light conditions as well as from extreme angles. Our products are incorporated in a wide variety of programs including the Apache and Black Hawk helicopters and the F-117 Stealth, C-17, F-14, F-15, F-16 and F-18 fixed wing military aircraft, as well as Canadair, Cessna, Gulfstream and Saab business jets. Customers for our products include Boeing, Bombardier, Embraer Aircraft, Honeywell, Lockheed Martin, Raytheon Aircraft, Rockwell, Sikorsky, Smiths Industries and the U.S. Department of Defense (DoD).

Advanced Materials. Principal operations for our Advanced Materials business segment are primarily conducted through Kirkhill-TA, which specializes in the design and manufacture of high-performance elastomer products, and Armtec, which specializes in the manufacture of molded fiber cartridge cases, mortar increments, igniter tubes and other combustible ammunition components.

Specialized High-Performance Applications

We specialize in the development of proprietary formulations for silicone rubber and other elastomer products. Our elastomer products are engineered to address specific customer requirements where superior performance in high temperature, high pressure, caustic, abrasive and other difficult environments is critical. These products include precision metal components, seals, tubing and coverings, which are designed in custom molded shapes and thermal fire barrier insulation products. Our primary customers for these products are jet and rocket engine manufacturers, commercial and military airframe manufacturers, as well as commercial airlines. Some of the products include proprietary elastomers that are specifically designed for use on or near a jet engine. Customers for our products include BAE, BF Goodrich, Boeing, Bombardier, General Electric, Honeywell, KAPCO, Pratt and Whitney, and ATK Thiokol.

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Other Defense Applications

We manufacture molded fiber cartridge cases, mortar increments, igniter tubes and other combustible ammunition components for the U.S. Armed Forces, in addition to licensing such technology to foreign defense contractors and governments. We are currently the sole supplier of combustible casings utilized by the U.S. Army. Sales are made either directly to the U.S. Army arsenals or through prime contractors, Alliant Techsystems, and General Dynamics. These products include the U.S. Army's new generation 155mm Modular Artillery Charge System, the 120mm combustible case used with the main armament system on the U.S. Army's M-1A1 and M-1A2 tanks and the 60mm, 81mm and 120mm combustible mortar increments.

Automation. Principal operations for our Automation business segment are primarily conducted through Excellon, which manufactures automated drilling systems for fabrication of PCBs, and W. A. Whitney, which designs and builds automated machine tools for cutting and punching plate and structural steel.

Printed Circuit Board Applications

We are a leading manufacturer of highly efficient automated drilling systems for the PCB manufacturing industry. Our advanced mechanical drilling technology addresses the unique requirements for circuit boards and multi-chip modules used in, among other things, internet infrastructure and wireless communications equipment. In 1999, we introduced laser technology to respond to customer requirements for increasingly higher specification PCBs. Our state-of-the-art lasers are able to produce holes as small as 0.002 of an inch in diameter and at speeds of up to 60,000 holes per minute. Customers for our products include Camtek, DLM Tech, Litton (Northrop Grumman), Merrimac, Merix Corp., Sanmina, Trans Tech, and Viasystems.

Precision Metal Cutting and Punching Applications

We are a leading manufacturer of high precision, computer controlled machine tools for cutting and punching plate and structural steel ranging from three-eighths of an inch to two inches in thickness for construction, transportation, agricultural and mining equipment manufacturers and independent steel fabrication centers. Our products are specifically designed for mid- to heavy-plate metal that enables manufacturers to meet rigid cut quality and accuracy standards. In recent years, we have introduced laser technology into our line of products which increases the accuracy of cuts and reduces the number of required finishing operations. In this niche market, we are a leading supplier in the United States, in addition to serving markets in both Europe and Asia. Customers for our products include Caterpillar, Case New Holland, Deere, FMC, Genie Industries, Heil and Thrall Rail Car.

Marketing and Distribution

As businesses globalize, we believe that a key to continued success is our ability to meet customer requirements worldwide. In order to accomplish this, we have and will continue to optimize our operations in order to provide a wider variety of products through single business segments. These adjustments include combining sales and marketing forces where appropriate, cross-training our sales representatives on multiple product lines, and cross-stocking our spare parts and components. For example, our sensors and controls platform operations, previously conducted through three independent organizations in the United States, England and France, were recently integrated to provide a single point of contact for global sales of temperature and pressure sensors, fluid regulating devices and motion control components.

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In the technical and highly engineered product segments in which we compete, relationship selling is particularly appropriate in targeted marketing segments where customer and supplier design and engineering inputs need to be tightly integrated. Participation in industry trade shows is an effective method of meeting customers, introducing new products, and exchanging technical specifications. In addition to technical and industry conferences, our products are supported through direct internal global sales efforts, particularly important in the Automation segment, as well as through manufacturer representatives and selected distributors. Currently, 138 sales people, 204 representatives and 22 distributors support our operations globally.

Backlog

Backlog at the end of fiscal 2001 was $222.9 million compared with $228.3 million at the end of fiscal 2000. Approximately $60.1 million of backlog is scheduled to be shipped after fiscal 2002.

Our backlog provides us with a useful tool to project sales and plan our business on an on-going basis; however, since it is subject to cancellation until delivered, we cannot be assured that the backlog will be converted into revenue in any particular period or at all. Backlog does not include the total contract value of cost-plus reimbursable contracts, which are funded as we incur the costs. Backlog also does not include fixed-price multi-year contracts, except for the released portion.

Competition

Our products and services are affected by varying degrees of competition. We compete with other companies in most markets we serve, many of which have far greater sales volumes and financial resources. The principal competitive factors in the commercial markets in which we participate are product performance, service and price. Part of product performance requires expenditures in research and development that lead to rapid product improvement. The market for many of our products may be affected by rapid and significant technological changes and new product introduction. Our principal competitors include: Ametek, BF Goodrich-Rosemount, Eaton-MSC and ECE in our Aerospace segment; Adel, Burke Industries, Dunlop and Meggitt in our Advanced Materials segment; and Amada America, ESI, Hitachi, Pluritec Italia, Mazak, Schmoll Maschinen, Tanaka and Trumpf in our Automation segment.

Research and Development

Currently, our product development and design programs utilize an extensive base of professional engineers, technicians and support personnel, supplemented by outside engineering and consulting firms when needed. In fiscal 2001, approximately $22.1 million was expended for research, development and engineering, compared with $20.8 million in fiscal 2000 and $24.0 million in fiscal 1999. We believe that continued product development is key to our long-term growth, and consequently, we consistently invest in research and development, as well as participating in customer funded research and development programs, including flight controls and instrumentation on the Joint Strike Fighter and Eurofighter, Gulfstream V flight controls, deicing probes for next generation GE engines, ice detectors for the Rafale fighter, smoke and pollution concentration measurement devices, LED lighted cockpit switches for Airbus and thermal fire barrier insulation products for APU and AMAD sections of the F-1 8 and external protection material for the Boeing Delta IV rocket motor.

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Foreign Operations

Our principal foreign operations consist of manufacturing facilities located in France and the United Kingdom. We also maintain offices in the United Kingdom, France, Germany, Hong Kong, Japan and Spain that provide a variety of functions including sales, service, distribution and/or purchasing. For further information regarding foreign operations, see Note 11 to the Consolidated Financial Statements, pages 60-63 of the Annual Report to Shareholders.

Employees

We had approximately 4,100 employees at October 26, 2001, of which 3,300 were based in the United States and 800 were in our European operations. Fewer than 3% of the U.S.-based employees were represented by a labor union. The European operations are subject to national trade union agreements and to local regulations governing employment.

Government Contracts and Subcontracts

As a contractor and subcontractor to the U.S. government, we are subject to various laws and regulations that are more restrictive than those applicable to private sector contractors. Approximately 9% of our sales were made directly to the U.S. government in fiscal 2001. In addition, we estimate that our subcontracting activities accounted for an additional 13% of sales during fiscal 2001. Therefore, approximately 22% of our sales during that fiscal year were governed by rules favoring the government's contractual position. As a consequence, such contracts may be subject to termination, reduction or modification in the event of changes in government requirements, reductions in federal spending, and other factors. Although our fixed-price contracts generally permit us to keep profits if costs are less than projected, we do bear the risk that increased or unexpected costs may reduce profits or cause us to sustain losses on the contracts. Generally, firm fixed-price contracts offer higher margins t han cost-plus type contracts. The accuracy and appropriateness of certain costs and expenses used to substantiate our direct and indirect costs for the U.S. government under both cost-plus and fixed-price contracts are subject to extensive regulation and audit by the Defense Contract Audit Agency, an arm of the DoD. The contracts and subcontracts to which we are a party are also subject to profit and cost controls and standard provisions for termination at the convenience of the U.S. government. Upon termination, other than for our default, we will normally be entitled to reimbursement for allowable costs and to an allowance for profit. To date, none of our significant fixed-price contracts has been terminated.

Patents and Licenses

Although we hold a number of patents and licenses, we do not believe that our operations are dependent on our patents and licenses. In general, we rely on technical superiority, continual product improvement, exclusive product features, superior lead time, on-time delivery performance and quality, and customer relationships to maintain competitive advantage.

Sources and Availability of Raw Materials and Components

Due to our diversification, the sources and availability of raw materials and components are not nearly as important as they would be for a company that manufactures a single product. However, certain components, supplies and raw materials for our operations are purchased from single sources. In such instances, we strive to develop alternative sources and design modifications to minimize the effect of business interruptions.

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Seasonality

The timing of our revenues is impacted by the purchasing patterns of our customers and as a result we do not generate revenues evenly throughout the year. Moreover, our first fiscal quarter, November through January, includes significant holiday vacation periods in both Europe and North America. This leads to decreased order and shipment activity; consequently, first quarter results are typically weaker than other quarters and not necessarily indicative of our performance in subsequent quarters.

Environmental Matters

We are subject to federal, state, local and foreign laws, regulations and ordinances that (i) govern activities or operations that may have adverse environmental effects, such as discharges to air and water, as well as handling and disposal practices for solid and hazardous waste, and (ii) impose liability for the costs of cleaning up, and certain damages resulting from, sites of past spills, disposals or other releases of hazardous substances.

We have been identified as a potentially responsible party pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, CERCLA, and analogous state environmental laws, for the cleanup of contamination resulting from past disposals of hazardous wastes at certain sites to which we, among others, sent wastes in the past. CERCLA requires potentially responsible persons to pay for cleanup of sites from which there has been a release or threatened release of hazardous substances. Courts have interpreted CERCLA to impose strict, joint and several liability upon all persons liable for cleanup costs. As a practical matter, however, at sites where there are multiple potentially responsible persons, the costs of cleanup typically are allocated among the parties according to a volumetric or other standard. We believe, based on, among other things, a review of the data available to us regarding each such site, including the minor volumes of waste, which we are alleged to have cont ributed, and a comparison of our liability at each such site to settlements we have previously reached in similar cases, that we have adequately accrued for the estimated costs associated with such matters. There can be no assurance, however, that our accrued liabilities will be adequate in all cases.

Liabilities have been accrued for environmental remediation costs expected to be incurred in the disposition of manufacturing facilities. No provision has been recorded for environmental remediation costs that could result from changes in laws or other circumstances we have not currently contemplated.

(d)   Financial Information About Foreign and Domestic Operations and Export Sales.

See Note 11 to the Consolidated Financial Statements, pages 60-63 of the Annual Report to Shareholders.

Forward-Looking Statements and Risk Factors

This annual report on Form 10-K 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 risks outlined under "Risk Factors," that may cause our or our industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements. Although we believe that the expectations

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reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements.

Business Risks

Our operating results are subject to fluctuations that may cause our stock price to decline.

Our business is susceptible to economic cycles and therefore our operating results have fluctuated widely in the past and are likely to continue to do so. Our revenue is unpredictable and tends to fluctuate based on a number of factors, including domestic and foreign economic conditions and developments affecting the specific industries and customers served. For example, the tragic events of September 11 have impacted the global aviation industry, including our operations. The ultimate effect on our operations of these events is unknown.

It is possible that in the future our operating results in a particular quarter or quarters will not meet the expectations of securities analysts or investors, causing the market price of our common stock to decline. We believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance and should not be relied upon to predict the future performance of our stock price.

The loss of a significant customer or defense program could have a material adverse effect on our operating results.

Certain operations are dependent on a relatively small number of customers and defense programs, which change from time to time. Significant customers in 2001 included Boeing, the U.S. Army, Snecma, Smiths Industries, and Honeywell. There can be no assurance that our current significant customers will continue to buy products at their current levels. Orders included in backlog are subject to cancellation by our customers. The loss of a significant customer or defense program could have a material adverse effect on our operating results if we were unable to replace the related sales.

Political and economic instability in foreign markets may have a material adverse effect on our operating results.

Foreign sales represented approximately 31.3% of our total sales in fiscal 2001. Foreign sales are subject to numerous risks, including political and economic instability in foreign markets, restrictive trade policies of foreign governments, economic conditions in local markets, inconsistent product regulation by foreign agencies or governments, the imposition of product tariffs and the burdens of complying with a wide variety of international and U.S. export laws and differing regulatory requirements. To the extent that foreign sales are transacted in a foreign currency, we are subject to the risk of losses due to foreign currency fluctuations. In addition, we have substantial assets denominated in foreign currencies that are not offset by liabilities denominated in such foreign currencies. These net foreign currency investments are subject to material changes in the event of fluctuations in foreign currencies against the U.S. dollar.

The unsuccessful integration of a business or business segment we acquire could have a material adverse effect on our operating results.

One of our key operating strategies is to pursue selective acquisitions. We are reviewing and actively pursuing many possible acquisitions, including some outside our current markets. Our acquisition strategy may require additional debt or equity financing, resulting in additional leverage and dilution to existing stockholders. We may not be able to finance acquisitions on the terms that are most beneficial to us. We cannot assure you that any future acquisition will be

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consummated, or that if consummated that we will be able to integrate such acquisition successfully without a material adverse effect on our financial condition or results of operations.

If we were unable to protect our intellectual property rights adequately, the value of our products could be diminished.

Our success is dependent in part on obtaining, maintaining and enforcing our proprietary rights and our ability to avoid infringing on the proprietary rights of others. While we take precautionary steps to protect our technological advantages and intellectual property and rely in part on patent, trademark, trade secret and copyright laws, we cannot assure you that the precautionary steps we have taken will completely protect our intellectual property rights. Because patent applications in the United States are maintained in secrecy until a patent is issued, there may be third-party patents, patent applications and other intellectual property relevant to our potential products that may block or compete with our products and processes. In the event a competitor successfully challenges our patents or licenses, we could incur substantial litigation costs that could have a material adverse effect on our operating results and financial condition.

In addition to our patent rights, we also rely on unpatented technology, trade secrets and confidential information. Others may independently develop substantially equivalent information and techniques or otherwise gain access to or disclose our technology. We may not be able to protect our rights in unpatented technology, trade secrets and confidential information effectively. We require each of our employees, consultants and corporate partners to execute a confidentiality agreement at the commencement of an employment or consulting relationship with us. However, these agreements may not provide effective protection of our information or, in the event of unauthorized use or disclosure, they may not provide adequate remedies.

The market for our products may be affected by our ability to adapt to technological change.

The rapid change of technology continually affects our product applications and may directly impact the performance of any particular product. To succeed in the future, we will need to design, develop, manufacture, assemble, test, market, and support new products and enhancements to our existing products, in a timely and cost-effective manner. Historically, our technology has been developed through both internal research and development expenditures, as well as customer-sponsored research and development programs. There is no guarantee that we will continue to maintain, or benefit from, comparable levels of research and development in the future. We cannot assure you that our existing products will not require significant modifications in the future in order to maintain their effectiveness, nor can we assure you that we will successfully identify new opportunities and continue to have the needed financial resources to develop new products in a timely or cost-effective manner.

Fixed-price contracts are common in some of our markets and may increase risks of cost overruns or losses on our contracts.

Our customers set demanding specifications for product performance, reliability and cost. Some of our government contracts and subcontracts are firm, fixed-price contracts providing for a predetermined fixed price for the products we make regardless of the costs we incur. Thus, we must make pricing commitments to our customers based on our expectation that we will achieve more cost effective product designs and automate more of our manufacturing operations. The manufacture of our products requires a complex integration of demanding processes involving unique technical skill sets. We face risks of cost overruns or order cancellations if we fail to achieve forecasted product design and manufacturing efficiencies or if products cost more to produce than expected. The expense of producing products can rise due to increase cost of materials, components, labor, capital equipment or other factors. We may have cost overruns or

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problems with the performance or reliability of our products in the future, which could result in the incurring of losses on contracts that we could have otherwise expected to be profitable.

We depend on the continued contributions of our executive officers and other key management, each of whom would be difficult to replace.

The loss of any of our executive officers would disrupt our operations and divert the time and attention of our remaining officers. We do not have employment contracts with our key executives, nor have we purchased "key-person" insurance on the lives of any of our key officers or management personnel to reduce the impact to our company that the loss of any of them would cause.

Our charter documents contain certain provisions that could make a merger, tender offer or proxy contest difficult.

Our Restated Certificate of Incorporation, as amended, and Bylaws provide for a classified board of directors and restrict the ability of stockholders to call special meetings. These provisions could delay or impede the removal of incumbent directors and could make it more difficult to affect a merger, tender offer or proxy contest, even if such events might be favorable to our stockholders. In addition, certain agreements to which we are a party, including loan and employment agreements, contain provisions that impose increased costs in the event of a change of control.

We are party to a Shareholder Rights Plan designed to cause substantial dilution to any "Acquiring Person" that attempts to merge or consolidate with us, or that takes certain other actions affecting us on terms that are not approved by our Board of Directors. We are also subject to the "business combination" statute of the Delaware General Corporation Law, that generally prohibits a publicly held Delaware corporation from engaging in various "business combination" transactions with any "interested stockholder" for a period of three years after the date of the transaction in which such person became an "interested stockholder," unless the business combination is approved in a specific manner. These provisions could discourage or make it more difficult to effect a merger, tender offer or other similar transaction, even if it were favorable to our stockholders.

Industry Risks

Our business is subject to various laws and regulations that are more restrictive because we are a contractor and subcontractor to the U.S. government.

As a contractor and subcontractor to the U.S. government, we are subject to various laws and regulations that are more restrictive than those applicable to non-government contractors. Approximately 9% of our sales were made directly to the U.S. government in fiscal 2001. In addition, we estimate that our subcontracting activities accounted for an additional 13% of sales during fiscal 2001. Therefore, approximately 22% of our sales during that fiscal year were governed by rules favoring the government's contractual position. As a consequence, such contracts may be subject to protest or challenge by unsuccessful bidders or to termination, reduction, or modification in the event of changes in government requirements, reductions in federal spending, or other factors. The accuracy and appropriateness of certain costs and expenses used to substantiate our direct and indirect costs for the U.S. government under both cost-plus and fixed-price contracts are subject to extensive regulation and audit by the Defense Contract Audit Agency, an arm of the DoD. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management attention. Also, an adverse finding in any such audit, inquiry or investigation could involve fines, injunctions or other sanctions.

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Rapid changes in technology and industry standards could render certain of our products obsolete or noncompetitive.

We are engaged in a field characterized by product performance, which requires extensive research efforts and rapid technological development and service. New developments and product improvements in our field are accelerating. Our competitors may develop technologies and products that are more effective than any we develop or that render our technology and products obsolete or noncompetitive. In addition, our products could become unmarketable if new industry standards emerge. To be successful, we will need to enhance our products and design, develop and market new and improved products that keep pace with new technological and industry developments; however, we cannot assure you that we will be successful in competing against new technologies and keeping up with industry developments.

A downturn in the aircraft market could adversely affect our business.

The aircraft industry is cyclical in nature and affected by many factors beyond our control. In addition, the current downturn in the aircraft market was exacerbated by the events of September 11, which could have a material adverse effect on our business, financial condition and operating results.

The principal markets for manufacturers of commercial aircraft are the commercial and regional airlines which are adversely affected by a number of factors, including increased fuel and labor costs, intense price competition, and terrorist attacks, as well as economic cycles, all of which can be volatile and are outside our control. Commercial aircraft production may increase or decrease in response to changes in customer demand caused by general economic conditions and the perceived safety and ease of airline travel.

The military aircraft industry is dependent upon the level of equipment expenditures by the armed forces of countries throughout the world, and especially those of the United States. Although the events of September 11 may increase the level of equipment expenditures by the armed forces, in the past this industry has been adversely affected by a number of factors, including the reduction in military spending since the end of the Cold War. Decreases in military spending could depress demand for military aircraft.

Any decrease in demand for new aircraft will likely result in a decrease in demand of our products and services, and correspondingly, our revenues, thereby adversely affecting our business, financial condition and results of operations.

Our business is subject to governmental authorizations and approvals.

Governmental agencies throughout the world, including the U.S. Federal Aviation Administration (FAA), highly regulate the repair and overhaul of aircraft engines. Guidelines established by OEMs supplement governmental regulation and generally require that aircraft operators overhaul engines and replace specified engine parts after a certain number of flight hours or cycles (take-offs and landings).

We include with the replacement parts that we sell to our customers documentation certifying that each part complies with applicable regulatory requirements and meets applicable standards of airworthiness established by the FAA or the equivalent regulatory agencies in other countries. Specific regulations vary from country to country, although compliance with FAA requirements generally satisfies regulatory requirements in other countries. The revocation or suspension of any of our material authorizations or approvals would have an adverse effect on our business,

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financial condition and results of operations. In addition, new and more stringent government regulations, if adopted and enacted, could have a material adverse effect on our business, financial condition and results of operations.

Intense competition among technology companies for experienced engineers and other personnel may affect our ability to sustain our growth expectations.

We depend on, and must attract and retain, competent personnel in all areas of our business, including management, engineering, manufacturing, quality assurance, finance, marketing and support. Our development efforts depend on hiring and retaining qualified engineers, who we believe are in high demand. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. If we are unable to hire a sufficient number of engineering personnel, we may be unable to support the growth of our business, and as a result, our sales may suffer.

We may be required to defend lawsuits or pay damages in connection with the alleged or actual harm caused by our products.

We face an inherent business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in harm to others or to property. Although we maintain general liability and product liability insurance, we may incur significant liability if product liability lawsuits against us are successful and we cannot assure you that such coverage will be adequate to cover all claims that may arise, or that it will continue to be available to us on acceptable terms.

We may incur substantial environmental liability arising from our activities involving the use of hazardous materials.

Our business is subject to certain federal, state, local and foreign laws, regulations and ordinances governing the use, manufacture, storage, handling and disposal of hazardous materials and certain waste products. From time to time, our operations have resulted or may result in noncompliance with or liability for the costs of cleaning up, and certain damages resulting from, sites of past spills, disposals or other releases of hazardous substances. In addition, we have been identified as a potentially responsible party pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or under analogous state environmental laws, for the cleanup of contamination resulting from past disposals of hazardous wastes at certain sites where we, with others, sent waste in the past. We cannot assure you that such matters, or any similar liabilities that arise in the future, will not exceed our resources, nor can we completely eliminate the risk of accidental c ontamination or injury from these materials.

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Item 2.    Properties

The following table summarizes our principal properties that are greater than 50,000 square feet, including identification of the business segment, as of October 26, 2001:

Location	Type of Facility	Business Segment	Approximate Square     Footage	Owned or   Leased
Brea, CA	Office, Plant & Warehouse	Advanced Materials	429,000	Owned
Rockford, IL	Office & Plant	Automation	294,000	Owned
Seattle, WA	Office & Plant	Aerospace	162,000	Leased
Torrance, CA	Office & Plant	Automation	150,000	Leased
Coachella, CA	Office & Plant	Advanced Materials	111,000	Owned
Bourges, France	Plant	Aerospace	109,000	Leased
Kent, WA	Office & Plant	Advanced Materials	93,000	Owned
Valencia, CA	Office & Plant	Advanced Materials	88,000	Owned
Coeur d'Alene, ID	Office & Plant	Aerospace	85,000	Leased
London, England	Office & Plant	Aerospace	70,000	Leased
San Fernando, CA	Office & Plant	Aerospace	50,000	Leased
Painesville, OH	Office & Plant	Aerospace	50,000	Owned

In total, we own approximately 1,300,000 square feet and lease approximately 600,000 square feet of manufacturing facilities and properties.

Item 3.     Legal Proceedings

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

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

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year ended October 26, 2001.

<PAGE> 13

PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters

The following information that appears in the Company's Annual Report to Shareholders for the fiscal year ended October 26, 2001 is hereby incorporated by reference:

(a)	The high and low market sales prices of the Company's Common Stock for each quarterly period during fiscal years 2001 and 2000, respectively, (page 42 of the Annual Report to Shareholders).
(b)	Restrictions on the ability to pay future cash dividends (Note 6 to the Consolidated Financial Statements, pages 55-56 of the Annual Report to Shareholders).

No cash dividends were paid during fiscal years 2001 and 2000. The Company currently intends to retain all future earnings for use to expand our business and retire debt. We are restricted from paying dividends under our current credit facility and do not anticipate paying any dividends in the foreseeable future.

On January 8, 2002, there were approximately 710 record holders of the Company's common stock.

The principal market for the Company's Common Stock is the New York Stock Exchange.

Item 6.     Selected Financial Data

The Company hereby incorporates by reference the Selected Financial Data of the Company that appears on page 41 of the Company's Annual Report to Shareholders for the fiscal year ended October 26, 2001.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

The Company hereby incorporates by reference Management's Discussion and Analysis of Financial Condition and Results of Operations which is set forth on pages 36-40 of the Company's Annual Report to Shareholders for the fiscal year ended October 26, 2001.

Item 7A.     Quantitative and Qualitative Disclosures about Market Risk

The Company hereby incorporates by reference the narrative discussion regarding market risk appearing on page 40 of the Company's Annual Report to Shareholders for the fiscal year ended October 26, 2001.

Item 8.     Financial Statements and Supplementary Data

The report of Ernst & Young LLP, independent auditors, and the consolidated financial statements included on pages 43 through 65 of the Company's Annual Report to Shareholders for the fiscal years ended October 26, 2001 and October 27, 2000 are incorporated herein by reference. The report of Deloitte & Touche LLP, independent auditors, as of October 31, 1999 and for the year then ended is included in this filing under Exhibit 23.3. Quarterly results of operations on page 64 of the Company's Annual Report to Shareholders for the fiscal year ended October 26, 2001 are incorporated herein by reference.

<PAGE> 14

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

PART III

Item 10.     Directors and Executive Officers of the Registrant

(a)    Directors.

The Company hereby incorporates by reference the information set forth under "Election of Directors" in the definitive form of the Company's Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 5, 2002, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 23, 2002.

(b)    Executive Officers.

The names and ages of all executive officers of the Company and the positions and offices held by such persons as of January 23, 2002 are as follows:

Name	Position with the Company	Age
Robert W. Cremin James J. Cich, Jr. Robert D. George Marcia J. M. Greenberg Larry A. Kring Stephen R. Larson	Chairman, President and Chief Executive Officer Group Vice President Vice President, Chief Financial Officer,    Secretary and Treasurer Vice President, Human Resources Group Vice President Vice President, Strategy & Technology	61 40 45 49 61 57

Mr. Cremin has been Chairman since January 2001. In addition, he has served as Chief Executive Officer and President since January 1999 and September 1997, respectively. From January 1991 to September 1997, he served in various executive positions including Chief Operating Officer, Executive Vice President, Senior Vice President and Group Executive. He is also the Chairman of the President's Council of Manufacturers Alliance/MAPI. Mr. Cremin has an M.B.A. from the Harvard Business School and a B.S. degree in Metallurgical Engineering from Polytechnic Institute of Brooklyn. He has been a director of the Company since 1998.

Mr. Cich has been Group Vice President since March 1998. Previously, he was Group Executive from February 1997 to February 1998. From June 1995 to February 1997, he was President, Chief Executive Officer and Director for WFI Industries, Ltd. From June 1988 to May 1995, he was President of Patton Electric Company, Inc. Mr. Cich has an M.B.A. from the Harvard Business School and a B.S. degree in Industrial Engineering from the University of Washington.

Mr. George has been Vice President, Chief Financial Officer, Secretary and Treasurer since July 1999 and Treasurer and Controller since June 1997. From October 1995 to June 1997, he was Group Vice President Finance for Zurn Power Systems Group. Previously, he served as Vice President Finance for the Energy Division of Zurn Industries from March 1989 until October 1995. Mr. George has an M.B.A. from the Fuqua School of Business at Duke University and a B.A. degree in Economics from Drew University.

<PAGE> 15

Ms. Greenberg has been Vice President, Human Resources since March 1993. Previously, she was a Partner at the law firm of Bogle & Gates from January 1992 through February 1993 and an associate attorney from August 1984 through December 1991. Ms. Greenberg has a J.D. degree from Northwestern University School of Law and a B.A. degree in Political Science from Portland State University.

Mr. Kring has been Group Vice President since August 1993. From November 1978 to July 1993, he was President and Chief Executive Officer of Heath Tecna Aerospace Co., a unit of Ciba Composites Division, Anaheim, California. He is a director of Everlast Worldwide, Inc. Mr. Kring has an M.B.A. from California State University at Northridge and a B.S. degree in Aeronautical Engineering from Purdue University.

Mr. Larson has been Vice President, Strategy & Technology since January 2000. Previously, he was Group Vice President from April 1991 through December 1999. From February 1978 to March 1991, he held various executive positions with Korry Electronics, a subsidiary of the Company, including President and Executive Vice President, Marketing. Mr. Larson has an M.B.A. from the University of Chicago and a B.S. degree in Electrical Engineering from Northwestern University.

Item 11.    Executive Compensation

The Company hereby incorporates by reference the information set forth under "Executive Compensation" in the definitive form of the Company's Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 5, 2002, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 23, 2002.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

The Company hereby incorporates by reference the information with respect to stock ownership set forth under "Security Ownership of Certain Beneficial Owners and Management" in the definitive form of the Company's Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 5, 2002, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 23, 2002.

Item 13.    Certain Relationships and Related Transactions

None.

<PAGE> 16

PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) Financial Statements.

The following consolidated financial statements, together with the report thereon of Ernst & Young LLP, dated December 6, 2001, appearing on pages 43-65 of the Company's Annual Report to Shareholders for the year ended October 26, 2001, are hereby incorporated by reference:

	Annual Report  Page Number
Consolidated Statement of Operations - Fiscal years 2001, 2000, and 1999	43
Consolidated Balance Sheet - October 26, 2001 and October 27, 2000	44-45
Consolidated Statement of Cash Flows - Fiscal years 2001, 2000, and 1999	46-47
Consolidated Statement of Shareholders' Equity and Comprehensive    Income - Fiscal years 2001, 2000, and 1999	48
Notes to Consolidated Financial Statements - October 26, 2001	49-64
Report of Ernst & Young LLP, Independent Auditors	65

Refer also to Part II, Item 8 - Financial Statements and Supplementary Data for additional information.

(a)(2) Financial Statement Schedules.

The following consolidated financial statement schedule of Esterline Technologies Corporation and subsidiaries is included in Item 14(d) as follows:

Schedule II - Valuation and Qualifying Accounts, see page 24.

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(a)(3) Exhibits.

See Exhibit Index on pages 20-23.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter of fiscal 2001.

<PAGE> 17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ESTERLINE TECHNOLOGIES CORPORATION
(Registrant)


By                 /s/ Robert D. George              
Robert D. George
Vice President,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)

Dated: January 23, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Robert W. Cremin    (Robert W. Cremin)	Chairman, President and Chief Executive Officer (Principal Executive Officer)	January 23, 2002    Date
/s/ Robert D. George    (Robert D. George)	Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)	January 23, 2002    Date
/s/ Richard R. Albrecht    (Richard R. Albrecht)	Director	January 23, 2002    Date
/s/ Ross J. Centanni    (Ross J. Centanni)	Director	January 23, 2002    Date

<PAGE> 18

/s/ John F. Clearman    (John F. Clearman)	Director	January 23, 2002    Date
/s/ Robert S. Cline    (Robert S. Cline)	Director	January 23, 2002    Date
/s/ E. John Finn    (E. John Finn)	Director	January 23, 2002    Date
/s/ Robert F. Goldhammer    (Robert F. Goldhammer)	Director	January 23, 2002    Date
/s/ Wendell P. Hurlbut    (Wendell P. Hurlbut)	Director	January 23, 2002    Date
/s/ Jerry D. Leitman    (Jerry D. Leitman)	Director	January 23, 2002    Date

<PAGE> 19

Exhibit Number	Exhibit
3.1	Composite Restated Certificate of Incorporation of the Company as amended by Certificate of Amendment dated March 14, 1990. (Incorporated by reference to Exhibit 19 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1990 [Commission File Number 1-6357].)
3.2	By-laws of the Company, as amended and restated December 6, 2001.
4.2	Form of Rights Agreement, dated as of December 9, 1992, between the Company and Chemical Bank, which includes as Exhibit A thereto the form of Certificate of Designation, Preferences and Rights of Series A Serial Preferred Stock and as Exhibit B thereto the form of Rights Certificate. (Incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed December 17, 1992 [Commission File Number 1-6357].)
10.1	Amendment of Lease and Agreement, dated March 11, 1959, between the City of Torrance, California, and Longren Aircraft Company, Inc., as original lessee; Lease, dated July 1, 1959, between the City of Torrance and Aeronca Manufacturing Corporation, as original lessee; and Assignment of Ground Lease, dated September 26, 1985, from Robert G. Harris, as successor lessee under the foregoing leases, to Excellon Industries, Inc., relating to principal manufacturing facility of Excellon at 24751 Crenshaw Boulevard, Torrance, California. (Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1986 [Commission File Number 1-6357].)
10.4	Industrial Lease dated July 17, 1984, between 901 Dexter Associates and Korry Electronics Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20, 1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option Exercise dated January 7, 1991, relating to the manufacturing facility of Korry Electronics at 901 Dexter Avenue N., Seattle, Washington. (Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1991 [Commission File Number 1-6357].)
10.4a	Fourth Amendment dated July 27, 1994, to Industrial Lease dated July 17, 1984 between Houg Family Partnership, as successor to 901 Dexter Associates, and Korry Electronics Co. (Incorporated by reference to Exhibit 10.4a to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994 [Commission File Number 1-6357].)
10.5	Industrial Lease dated July 17, 1984, between 801 Dexter Associates and Korry Electronics Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20, 1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option Exercise dated January 7, 1991, relating to the manufacturing facility of Korry Electronics at 801 Dexter Avenue N., Seattle, Washington. (Incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1991 [Commission File Number 1-6357].)

<PAGE> 20

Exhibit Number	Exhibit
10.5a	Fourth Amendment dated March 28, 1994, to Industrial Lease dated July 17, 1984, between Michael Maloney and the Bancroft & Maloney general partnership, as successor to 801 Dexter Associates, and Korry Electronics Co. (Incorporated by reference to Exhibit 10.5a to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994 [Commission File Number 1-6357].)
10.9	Note Agreement, dated as of July 15, 1992 ("1992 Note Agreement"), among Esterline Technologies Corporation, certain of its subsidiaries, The Northwestern Mutual Life Insurance Company and New England Mutual Life Insurance Company relating to 8.75% Senior Notes due July 30, 2002 of Esterline Technologies Corporation and certain of its subsidiaries. (Incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1992 [Commission File Number 1-6357].)
10.9a	Amendment to Note Agreement, executed as of October 31, 1993, to the 1992 Note Agreement. (Incorporated by reference to Exhibit 10.9a to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1993 [Commission File Number 1-6357].)
10.9b	Amendment No. 1 to Note Agreement, effective September 30, 1998, to the 1992 Note Agreement. (Incorporated by reference to Exhibit 10.9b to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 [Commission File Number 1-6357].)
10.10	Compensation of Directors. (Incorporated by reference to first paragraph under "Other Information as to Directors" in the definitive form of the Company's Proxy Statement, relating to its 2002 Annual Meeting of Shareholders to be held on March 5, 2002, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 23, 2002.)
10.13	Amended and Restated 1987 Stock Option Plan. (Incorporated by reference to Exhibit 10 to Registration Statement of Form S-8 [No. 33-52851] filed March 28, 1994.)
10.15	Esterline Corporation Supplemental Retirement Income Plan for Key Executives. (Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1989 [Commission File Number 1-6357].)
10.16h	Esterline Technologies Corporation Long-Term Incentive Compensation Plan, fiscal years 2000-2002. (Incorporated by reference to Exhibit 10.16h to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1999 [Commission File Number 1-6357].)
10.19	Executive Officer Termination Protection Agreement. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1992 [Commission File Number 1-6357].)

<PAGE> 21

Exhibit Number	Exhibit
10.19a	Amendment A to the Executive Officer Termination Protection Agreement, effective June 8, 2000. (Incorporated by reference to Exhibit 10.19a to the Company's Annual Report on Form 10-K for fiscal year ended October 27, 2000 [Commission File Number 1-6357].)
10.20h	Esterline Technologies Corporation Corporate Management Incentive Compensation Plan for fiscal year 2002.
10.22	Real Property Lease and Sublease, dated June 28, 1996, between 810 Dexter L.L.C. and Korry Electronics Co. (Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996 [Commission File Number 1-6357].)
10.23	Single Tenant Industrial Lease, dated April 1, 1994, between G&G 8th Street Partners, Ltd., James and Loralee Cassidy and Mason Electric Co. (Incorporated by reference to Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1997 [Commission File Number 1-6357].)
10.23a	Single Tenant Industrial Sublease, dated August 1, 1996, between Mason Electric Company, Inc. and ME Acquisition Co. (Incorporated by reference to Exhibit 10.23a to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1997 [Commission File Number 1-6357].)
10.23b	Amendment of Lease, Estoppel, and Consent to Sublease, dated August 6, 1996, between G&G 8th Street Partners, Ltd., Mason Electric Company, Inc. and ME Acquisition Co. (Incorporated by reference to Exhibit 10.23b to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1997 [Commission File Number 1-6357].)
10.24	Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan. (Incorporated by reference to Annex B in the definitive form of the Company's Proxy Statement, relating to its 2001 Annual Meeting of Shareholders held on March 7, 2001, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 19, 2001 [Commission File Number 1-6357].)
10.25	Property lease between Slibail Immobilier and Norbail Immobilier and Auxitrol S.A., dated April 29, 1997, relating to the manufacturing facility of Auxitrol at 5, allée Charles Pathé, 18941 Bourges Cedex 9, France, effective on the construction completed date (December 5, 1997). (Incorporated by reference to Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1998 [Commission File Number 1-6357].)
10.26	Industrial and build-to-suit purchase and sale agreement between The Newhall Land and Farming Company, Esterline Technologies Corporation and TA Mfg. Co., dated February 13, 1997 include Amendments. The agreement is for land and building located at 28065 West Franklin

<PAGE> 22

Exhibit Number	Exhibit
	Parkway, Valencia, CA 91384, effective upon acceptance of construction completion (May 12, 1998). (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1998 [Commission File Number 1-6357].)
10.27	Note Purchase Agreement between Esterline Technologies Corporation and various life insurance companies for Senior Notes maturing from 2003-2008. (Incorporated by reference to Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1999 [Commission File Number 1-6357].)
10.28	Executive Retirement Agreement between Esterline Technologies Corporation and Wendell P. Hurlbut dated January 19, 1999. (Incorporated by reference to Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1999 [Commission File Number 1-6357].)
10.30	Counterpart Underlease, dated January 4, 1993, between Openment Limited and Muirhead Vactric Components Limited, relating to premises located at Oakfield Road, Penge in the London Borough of Bromley. (Incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for fiscal year ended October 27, 2000 [Commission File Number 1-6357].)
10.31	Lease Agreement, dated as of February 27, 1998, between Glacier Partners and Advanced Input Devices, Inc., Lease Amendment #1, dated February 27, 1998. (Incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for fiscal year ended October 27, 2000 [Commission File Number 1-6357].)
10.32	Credit Agreement, dated as of September 13, 2000, among Esterline Technologies Corporation and Certain of its Subsidiaries that are a Party hereto, Bank of America, National Association, as Agent, and the Other Financial Institutions Party hereto, arranged by Banc of America Securities LLC. (Incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for fiscal year ended October 27, 2000 [Commission File Number 1-6357].)
11	Schedule setting forth computation of earnings per share for the five fiscal years ended October 26, 2001.
13	Portions of the Annual Report to Shareholders for the fiscal year ended October 26, 2001, incorporated by reference herein.
21	List of subsidiaries.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Deloitte & Touche LLP.
23.3	Report of Deloitte & Touche LLP.

<PAGE> 23

ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

Description	Balance at Beginning   of Year	Charged to Costs and Expenses	Deductions	Balance at End   of Year
Reserve for Doubtful    Accounts Receivable
Fiscal Years
2001	$   2,423	$      430	$      (406)	$   2,447
2000	$   2,233	$   1,019	$      (829)	$   2,423
1999	$   2,987	$      744	$   (1,498)	$   2,233
Inventory Valuation Reserves
Fiscal Years
2001	$          -	$          -	$           -	$          -
2000	$      500	$          -	$       500	$          -
1999	$      500	$          -	$           -	$      500

<PAGE> 24

EX-3

Exhibit 3.2

BY-LAWS

OF

ESTERLINE TECHNOLOGIES CORPORATION

(Amended and Restated
as of December 6, 2001)

<PAGE>

BY-LAWS

OF

ESTERLINE TECHNOLOGIES CORPORATION

ARTICLE I
Offices

            Section 1.1     Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the registered agent in charge thereof is Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware.

            Section 1.2     Other Offices. The Corporation may also have offices at such other places as the Board of Directors may determine from time to time, or the business of the Corporation may require.

ARTICLE II
Stockholders' Meetings

            Section 2.1     Place of Meetings. All meetings of stockholders for the election of directors shall be held in the City of New York, State of New York, at such place therein as the Board of Directors may designate, or at such other place, city and state as the Board of Directors may determine. All other meetings of the stockholders shall be held at such place or places within or without the State of Delaware as may from time to time be fixed by the Board of Directors and specified in the respective notices or waivers of notice of such meetings.

            Section 2.2     Annual Meetings. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the first Wednesday of March if not a legal holiday, and if a legal holiday, then on the day following, or on such other date as may be set by resolution of the Board of Directors. If the election of such directors shall not be held on the day designated for any such annual meeting, or if held, shall result in a failure to elect such directors, the directors shall cause such meeting to be held as soon thereafter as convenient.

            Section 2.3     Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be held upon call of the President or any Vice President or the Secretary, or the majority of the Board of Directors.

            Section 2.4     Notice. Notice of the time and place of any meeting of stockholders shall be given by personally delivering or mailing written notice thereof not less than ten (10) nor more than sixty (60) days before such meeting, but meetings may be held

<PAGE> 1

without notice if all stockholders are present thereat, or if notice is waived by those not present. Notice of special meetings shall state the object or purposes thereof.

            Section 2.5     Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite to, and shall constitute, a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, by the Certificate of Incorporation or by these By-laws. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented any business may be transacted at the meeting as originally noticed; provided, however, that if after the adjournment a new record date is fixed for the adjourned meeting, notice of such adjourned meeting shall be given in accordance with Section 2.4 of these By-laws.

            Section 2.6     Organization. At each meeting of stockholders, the Chairman of the Board of Directors, or in his absence the President of the Corporation, shall act as Chairman of the meeting and preside thereat, and the Secretary or, in his absence, an Assistant Secretary or such other person whom the Chairman of the meeting shall appoint for such purposes, shall act as Secretary of such meeting and record the minutes thereof.

            Section 2.7     Voting. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by any instrument in writing subscribed by such stockholder. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation. At all meetings of the stockholders the voting may be viva voce. Except as otherwise required by statute, by the Certificate of Incorporation or by these By-laws, all matters shall be determined by a majority of the votes cast on such matter.

            Section 2.8     Judges of Election. In the case of any vote by ballot, the directors, or in the case of their failure to do so, the meeting, shall appoint two or more persons to act as judges. The judges so appointed shall, before entering upon the discharge of their duties, be sworn faithfully to execute the duties as such judges with strict impartiality and according to the best of their ability, and the oath so taken shall be subscribed by them.

ARTICLE III
Directors

            Section 3.1     Powers. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, the property, business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

            Section 3.2     Number and Tenure. The Board of Directors shall be not less than three (3) nor more than fourteen (14) in number, as may be fixed from time to time by the Board of Directors, and the Board of Directors may increase or decrease the number of directors at any time within said limits, except as otherwise provided by the Certificate of Incorporation of the

<PAGE> 2

Corporation. Each director shall hold office until the next annual election and until his successor shall have been duly elected and shall have qualified, or until his prior death, resignation or removal. Directors need not be stockholders.

            Section 3.3     Election of Directors. Except as otherwise provided by law or by the Certificate of Incorporation, at each meeting of stockholders for the election of directors at which a quorum shall be present, the persons receiving a plurality of the votes cast shall be elected directors.

            Section 3.4     Regular Meetings. The Board of Directors shall meet for the election of officers and for the transaction of any other business as soon as practicable after the annual meeting of stockholders, at such place as shall have been previously fixed for that purpose by resolution by the Board. Other regular meetings of the Board may be held at such times and places as the Board may from time to time determine. No motion of any such annual or regular meeting of the Board need be given, provided that whenever the time or place of such meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to him at his address appearing upon the books of the Corporation.

            Section 3.5     Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, the Secretary or any two directors. Notice of the time and place of any such special meeting of the Board of Directors shall be served personally upon each director or mailed, telegraphed or cabled to his address appearing upon the books of the Corporation at least two (2) days before the meeting. Notice of such special meetings need not be given to any director who is present thereat or who shall waive notice thereof, before or after such meeting, in writing.

            Section 3.6     Action by Consent. Except as otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all the members of the Board or of such committee and such written consent is filed with the minutes of proceedings of the Board of Directors or of such committee.

            Section 3.7     Place of Meeting. Meetings of the Board of Directors may be held at such place or places within or without the State of Delaware as may be fixed by the Board or designated in the notice or waiver of notice of the meeting.

            Section 3.8     Quorum. A majority of the directors (but in no case less than two directors), shall constitute a quorum for the transaction of business, but if, at any meeting of the Board, there be less than a quorum present, a majority of the directors present may, without further notice, adjourn the same from time to time until a quorum shall attend. A majority of such quorum shall decide any questions that may come before the meeting.

            Section 3.9     Resignations. A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Corporation unless otherwise specified therein.

<PAGE> 3

            Section 3.10     Vacancies. Vacancies in the Board of Directors from any cause, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled by a majority of the remaining directors, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualify, unless sooner displaced; provided, however, that if the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of shares of the capital stock of the Corporation at the time outstanding having the right to vote for directors, an election to fill any such vacancy or vacancies or newly created directorships or to repla ce the director or directors chosen by the directors then in office as aforesaid may be held as provided in Section 223 of the General Corporation Law of the State of Delaware.

            Section 3.11     Removal. Except as otherwise provided by statute, at any special meeting of the stockholders, duly called as provided in these By-laws, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a plurality of the votes cast, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 3.10.

            Section 3.12     Compensation. Directors shall receive such reasonable compensation for their services as such, in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing in this Section shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

            Section 3.13     Committees. The Board of Directors, from time to time, by resolution adopted by a majority of the whole Board, may create such committee or committees of directors, consisting of two or more directors, for the purpose of advising with the Board in all such matters as the Board shall deem advisable and with such functions, powers and duties as the Board shall prescribe. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Each such committee shall serve at the pleasure of the Board, which shall have the power at any time to change the members thereof, to fill vacancies therein, and to discharge any such committee, with or without cause. Committee members, or the chairman of a committee, shall receive such reasonable compensation for their or his services as such, in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

            Section 3.14     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders at which he shall be present, and shall perform such other functions and responsibilities and have such other powers and duties as may be conferred upon him by the Board of Directors.

            Section 3.15     Nomination. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations for the election

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of directors may be made (a) by or at the direction of the Board of Directors or (b) by any stockholder of record entitled to vote for the election of directors at such meeting; provided, however, that a stockholder may nominate persons for election as directors only if written notice of such stockholder's intention to make such nominations is received by the Secretary not fewer than 120 nor more than 150 days prior to the date of the annual meeting established pursuant to Section 2.2 hereof (or if less than 120 days' notice or prior public disclosure of the date of the annual meeting is given or made to the shareholders, not later than the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made). Any such stockholder's notice shall set forth (a) the name and address of the stockholder who intends to make a nomination; (b) a representation that the stockholder is entitled to vote at such meeting and a st atement of the number of shares of the Corporation that are beneficially owned by the shareholder; (c) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) as to each person the shareholder proposes to nominate for election or re-election as a Director, the name and address of such person and such other information regarding such nominee as would be required in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had such nominee been nominated by or at the direction of the Board of Directors, and a description of any arrangements or understandings, between the stockholder and such nominee and any other persons (including their names), pursuant to which the nomination is to be made; and (e) the consent of each such nominee to serve as a director if elected. The procedures set forth in this Section 3.14 for nomination for the election of directors by stockholders are in addition to, and not in limitation of, any procedures now in effect or hereafter adopted by or at the direction of the Board of Directors or any committee thereof.

ARTICLE IV
Officers

            Section 4.1     Officers. The officers of the Corporation shall be the Chairman of the Board, President and Chief Executive Officer, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, a Treasurer and a Controller. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers and such other subordinate officers as it deems advisable, to hold office for such periods as are provided in these By-laws or as may be provided in the resolutions appointing them. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers and to prescribe power to appoint any such subordinate officers and to prescribe their respective terms of office, functions and duties. Any such subordinate officers shall perform such functions and duties as may be conferred upon them by these By-laws, the Chief Executive Offi cer or the Board of Directors.

            Section 4.2     Election, Term, Vacancies, etc. Each officer (except such subordinate officers as may be appointed in accordance with the provisions of Section 4.1) shall be elected by the Board of Directors. Each such officer (whether elected at the first meeting of the Board of Directors following the annual meeting of the stockholders or to fill a vacancy or otherwise) shall hold office until the first meeting of the Board of Directors after the next annual meeting of stockholders and until his successor shall have been elected, or until his death, resignation or removal. Any officer specifically designated in Section 4.1 may be removed at any time, with or without cause, at any meeting of the Board of Directors by the affirmative voice of

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a majority of all the directors then in office. Any subordinate office appointed in accordance with the provisions of Section 4.1 may be removed at any time, with or without cause, at any meeting of the Board of Directors by the affirmative vote of a majority of the directors present at such meeting, or by any superior officer upon whom such power of removal shall have been conferred by the Board of Directors. Any officer may resign at any time by giving written notice of his resignation to the Board of Directors or to the President or the Secretary. Such resignation shall take effect at the time specified therein, or if no time is so specified, at the time of receipt thereof. If an office becomes vacant for any reason, the vacancy shall be filled for the unexpired portion of the term in the manner prescribed by these By-laws for regular election or appointment to such office.

            Section 4.3     Compensation. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer the power to fix the salaries or other compensation of any officers appointed in accordance with the provisions of Section 4.1.

            Section 4.4     Powers. The officers of the Corporation shall have the following powers and duties, except as modified by the Board of Directors, and such other powers and duties as generally pertain to their respective offices:

      (a)   The Chairman of the Board, President and Chief Executive Officer shall perform and exercise such powers and responsibilities as normally pertain to such office and such other powers and duties as may be conferred upon him by these By-laws.

      (b)   The Executive Vice Presidents and Vice Presidents shall, in such order of seniority as the Chief Executive Officer, or the Board of Directors may specify, in the absence or disability of the Chief Executive Officer, perform and exercise the duties of the Chief Executive Officer and shall have such other powers and duties as may be conferred upon them by these By-laws, the Chief Executive Officer or the Board of Directors.

      (c)   The Treasurer shall administer the cash accounts of the Corporation and shall perform such functions and duties as normally pertain to such office by these By-laws, the Chief Executive Officer or the Board of Directors.

      (d)   The Controller shall maintain the books and records of the Corporation, shall be the principal accounting officer of the Corporation and shall perform such functions and duties as normally pertain to such office and such additional duties as may be conferred upon him by these By-laws, the Chief Executive Officer or the Board of Directors.

      (e)   The Secretary shall record the minutes of all meetings of the stockholders and directors at which he shall be present, shall have charge and custody of the minute books and corporate seal of the Corporation and shall perform such other duties and functions as normally pertain to this office and such

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additional duties as may be conferred upon him by these By-laws, the Chief Executive Officer or the Board of Directors.

ARTICLE V
Stock

            Section 5.1     Certificates. The certificates of stock of the Corporation shall be in such form and executed in such manner as may be prescribed by law and by the Board of Directors and shall be numbered and entered in the books of the Corporation as they are issued. They shall contain the holder's name and the number of shares represented thereby and shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, the signatures of the officers of the Corporation may be facsimiles.

            Section 5.2     Transfer. Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning such rules and regulations as it may deem expedient concerning the issuance, registration and transfer of certificates of stock, and may appoint transfer agents or transfer clerks and registrars thereof.

            Section 5.3     Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to make affidavit of the fact of such loss, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the cer tificate alleged to have been lost, stolen or destroyed.

            Section 5.4     Record Date. The Board of Directors may fix, in advance, a date, which shall not be more than sixty (60) days or less than ten (10) days before the date of any meeting of stockholders or any adjournment thereof, or the date for payment of any dividend, or the date for any allotment of rights, or the date when any change, conversion or exchange of capital stock shall be effected, or the date when stockholders are entitled to express consent to any action or to take any other lawful action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting or entitled to receive payment of any such dividend or any such allotment of rights or to exercise rights with respect to any such change, conversion or exchange of capital stock, or to stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting or to receive payment of such dividend

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or allotment of rights, or to exercise such rights or to express consent or take such other action, notwithstanding any transfer on the books of the Corporation after such record date.

ARTICLE VI
Notices

            Section 6.1     Manner of Notice. Whenever under the provisions of the statutes of the State of Delaware or the Certificate of Incorporation or of these By-laws notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice; but such notice may be given in writing by mail by depositing the same in a post office or letter box in a postpaid, sealed wrapper, addressed to such director or stockholder at such address as appears on the books of the Corporation and such notice shall be deemed to be given at the time when the same shall be thus mailed.

            Section 6.2     Waiver. Any notice required to be given under these By-laws may be waived by a writing, signed by the person or persons entitled to said notice, whether before or after the time stated herein.

            Section 6.3     When Notice Unlawful. Whenever any notice is required to be given by the Certificate of Incorporation or these By-laws to any person, and communication with such person is then made unlawful by any statute or by any rule, regulation, order or proclamation issued thereunder, the giving of such notice to such person shall not be required, and the Corporation shall be under no duty to apply for a license or permit for the giving of any such notice.

ARTICLE VII
Depositories

            The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation. The Board of Directors shall determine who shall be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and other documents.

ARTICLE VIII
Books, Inspection, etc.

            A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name, shall be prepared and made available for the inspection of stockholders, for any purpose germane to the meeting, at the place of such meeting, or in such other place within the city where the meeting is to be held as shall be specified in the notice of the meeting, for ten days before any such meeting and shall be produced and kept open at the meeting during the whole time thereof. Unless authorized by resolution of the Board of Directors, no stockholder shall have the right to examine the accounts or books of the Corporation (other than the stock ledger) except as such right may be specifically conferred by the laws of the State of Delaware or by these By-laws.

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ARTICLE IX
Fiscal Year

            The fiscal year of the Corporation shall be the twelve months ending on the last Friday of October in each year, provided that if a different accounting year is at any time selected by the Board for purposes of federal income taxes, or any other purpose, the accounting year shall be the year so selected.

ARTICLE X
Seal

            The Board of Directors shall provide a suitable seal, having inscribed thereon the name of the Corporation, the year of incorporation and such other appropriate legend as may from time to time be determined by the Board. If deemed advisable by the Board of Directors, a duplicate seal or duplicate seals may be provided and kept for the necessary purposes of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

ARTICLE XI
Amendments

            These By-laws may be altered, repealed or amended at any regular meeting of the stockholders, or at any special meeting of the stockholders at which a quorum is present or represented, provided that notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the entire Board of Directors at any regular meeting of the Board, or at any special meeting of the Board, if notice of the proposed alteration or repeal be contained in the notice of such special meeting.

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EX-10

Exhibit 10.20h

ESTERLINE TECHNOLOGIES CORPORATION

CORPORATE MANAGEMENT INCENTIVE COMPENSATION PLAN

FISCAL YEAR 2002

PURPOSE OF PLAN

This Plan is intended to reward eligible officers and key employees of Esterline's corporate staff for successful management in fiscal year 2002. It is believed that the Plan will provide incentives to put forth maximum efforts to employ Esterline's assets effectively.

MEMBERSHIP IN PLAN

Officers and key employees of the Esterline corporate staff shall be eligible for membership in the Plan after appointment and return of a signed acceptance of the appointment letter.

The Plan may be modified, amended or terminated at any time; but any such modification, amendment or termination shall not, without a member's written consent, affect his/her incentive compensation accrued prior to such modification, amendment or termination of the Plan. Nothing in this Plan limits Esterline from exercising the right to terminate an employee at any time for any reason.

TERMS AND CONDITIONS

1.	Individual participants payouts will vary from 5% to 60%, as stipulated in his/her appointment letter, of fiscal year-end 2002 salary. These target nomination awards will be earned at the earnings per share target as established by the Compensation Committee and approved by the full Board of Directors.
2.	Actual earnings per share will be as audited before extraordinary items for fiscal year 2002.
3.	Awards will be pro-rated for performance and will be interpolated on the following basis:
	EPS                        Below targeted level At targeted level Above 120% of targeted level	Award                        Pro-rata share of target award 100% of target award 150% of target award
4.	Actual individual payouts earned from earnings per share computations are limited to 150% of target nomination.
5.	If directed, computed awards may be further adjusted, up or down, by the Compensation & Stock Option Committee of the Board of Directors by an amount not to exceed greater than 25% of the computed award or target award for the Plan, whichever is greater.
6.	Payout of awards will be no later than March 1, 2003 if the auditors have issued an opinion; otherwise payout is delayed until an opinion is issued for FY 2002.

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7.	If a Plan member is terminated for any reason other than retirement, or death or disability prior to the end of fiscal 2002, he/she shall not receive the benefits provided by the Plan. (However, Esterline retains the right to grant a pro-rata award to a terminated employee, based upon salary earned prior to termination, except those terminated for cause.)
	a.	If the Company in its sole discretion specifically determines that the employment of a Plan member has been terminated prior to the end of such fiscal year because of retirement or disability, the Plan member will be paid a pro-rata amount based on the time he/she was a Plan member prior to his/her termination for disability.
	b.	For any Plan member who dies prior to the end of Esterline's fiscal 2002, a pro-rata amount based on the time he/she was a Plan member prior to the date of death will be paid to his/her estate.
8.	An employee who becomes a Plan member as of a date after the beginning of Esterline's fiscal 2002 will be paid a pro-rata amount based on the time the employee participates in the Plan.

/s/ Robert W. Cremin               
Robert W. Cremin
Chairman, President and
Chief Executive Officer

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EX-11

Exhibit 11

ESTERLINE TECHNOLOGIES CORPORATION
(in thousands, except per share amounts)

Computation of Earnings Per Share - Basic

	For Fiscal Years
	2001	2000	1999	1998	1997
Net Earnings	$   32,456	$   32,587	$   29,862	$   30,084	$   25,321
Weighted-Average Number of    Shares Outstanding	19,641	17,375	17,337	17,290	17,124
Earnings Per Share - Basic	$       1.65	$       1.88	$       1.72	$       1.74	$       1.48

Computation of Earnings Per Share - Diluted

	For Fiscal Years
	2001	2000	1999	1998	1997
Net Earnings	$   32,456	$   32,587	$   29,862	$   30,084	$   25,321
Weighted-Average Number of    Shares Outstanding	19,641	17,375	17,337	17,290	17,124
Net Shares Assumed to    be Issued for Stock Options	373	279	321	428	484
Total Shares - Diluted	20,014	17,654	17,658	17,718	17,608
Earnings Per Share - Diluted	$       1.62	$       1.85	$       1.69	$       1.70	$       1.44
Earnings Per Share - Basic	$       1.65	$       1.88	$       1.72	$       1.74	$       1.48
Dilutive Effect Per Share	$         .03	$         .03	$         .03	$         .04	$         .04

EX-13

Exhibit 13

Management's Discussion and Analysis of Financial Condition and Results of Operations


Overview
We view and operate our business in three segments: Aerospace, Advanced Materials and Automation. We serve primarily aerospace and defense customers with manufactured products such as high-end components for avionics, propulsion and guidance systems, high-performance elastomers and other complex materials in the Aerospace and Advanced Materials segments. The Automation segment serves electronic equipment customers with printed circuit board (PCB) drilling equipment, and heavy equipment manufacturers with automated machine tools for cutting and punching plate metal.
      Our strategic growth plan revolves around the development of three key technologies - sensors and controls, specialized high-performance materials and illuminated displays, principally for aerospace and defense markets. We are concentrating our efforts to expand selectively our capabilities in these markets. Our goal is to meet the evolving needs of our customers by providing solutions to complex problems. We plan to accomplish this through internal development and strategic acquisitions. Internally, we are increasing our market presence by uniting sales forces, combining marketing opportunities, and blending manufacturing knowledge and technological expertise.
      Over the past several years we have focused on a selective acquisition and divestiture program supporting our long-term strategy to be a leading supplier to aerospace and defense customers throughout the world. To provide additional financing flexibility, in February 2001, we raised approximately $66.7 million from a common stock offering. During the year we completed strategic product line acquisitions in our Aerospace and Advanced Materials segments for $6.9 million. In the fourth quarter of fiscal 2001, we divested a small unit in our Aerospace segment not core to our other operations. After the events of September 11, we suspended advanced stage discussions relating to a significant acquisition in our Aerospace segment. Although the aftermath of September 11 is currently having an impact on our industry, we will continue to pursue our acquisition strategy.


Results of Operations

Fiscal 2001 Compared with Fiscal 2000
Sales for fiscal 2001 increased slightly over the prior year. Sales by segment were as follows:

Dollars In Thousands	Increase (Decrease)  From Prior Year		2001	2000
Aerospace Advanced Materials Automation		16.2%  17.0%  (47.8%)	$274,463 151,352 65,420$491,235	$236,269 129,386 125,311$490,966

      While consolidated sales were essentially flat compared to last year, sales by segment changed dramatically. Aerospace and Advanced Materials were key growth drivers in fiscal 2001. Sales performance in those segments reflected new product introductions and strength in the aerospace and defense industry. New product sales including cockpit lighting components, engine performance monitoring and sensing

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equipment, and advanced materials for high temperature applications enhanced existing product lines. The order rate for businesses serving aerospace and defense markets remained strong through the third quarter of fiscal 2001, bolstered by new product introductions which expanded the scope and capabilities of these operations. The tragic events of September 11 impacted the global aviation industry, including our operations. Aerospace fourth quarter orders dropped 7.8% from the third quarter of fiscal 2001, principally reflecting the decline in aircraft spares orders. Advanced Materials fourth quarter orders decreased 14.4% from the third quarter of fiscal 2001, mainly due to the timing of receiving orders. Additionally, Advanced Materials sales and orders were impacted by the drop in aftermarket aircraft spares orders and the continued weakness in industrial/commercial demand due to the general economic slowdown.
      Automation sales declined rapidly in fiscal 2001 as electronics, telecommunications, and heavy equipment customers cut back sharply on capital expenditures for automated manufacturing equipment. At several points during fiscal 2001, including the fourth quarter, our Automation units reduced their work force to recognize current business conditions.
      Sales to foreign customers, including export sales by domestic operations, totaled $153.9 million and $156.2 million, and accounted for 31.3% and 31.8% of our sales for fiscal 2001 and 2000, respectively.
      Overall, gross margin as a percentage of sales was 35.6% and 36.6% for fiscal 2001 and 2000, respectively. Gross margin by segment ranged from 28.4% to 36.9% in fiscal 2001, compared with 35.0% to 37.6% in the prior year. Aerospace and Advanced Materials strong performance offset significant decreases in Automation. Advanced Materials had increased sales volumes and higher margin product mix. However, the segment incurred additional costs due to the California energy crisis, which caused utility rate increases and shutdowns during the first half of fiscal 2001. While Advanced Materials results were up overall, the general economic slowdown affecting industrial/commercial customers had an impact on sales volumes and gross margin.
      Selling, general and administrative expenses (which include corporate expenses) decreased to $103.4 million in fiscal 2001 compared with $105.5 million in the prior year. As a percentage of sales, selling, general and administrative expenses were 21.0% and 21.5% in fiscal 2001 and 2000, respectively. The decrease in selling, general and administrative expenses from fiscal 2000 was due in large part to work force reductions and other restructuring measures taken by Automation in response to the severe market declines.
      Research, development and related engineering spending increased to $22.1 million or 4.5% in fiscal 2001 compared with $20.8 million or 4.2% of sales in the prior year. This spending is consistent with our philosophy of continually investing in new products and capabilities.
      Segment earnings (excluding corporate expenses) decreased 4.4% during fiscal 2001 to $62.5 million compared to $65.4 million in the prior year. By segment, Aerospace earnings increased 30.8% to $42.7 million for fiscal 2001 compared with $32.7 million in the prior year. Advanced Materials earnings increased 40.6% to $34.9 million for fiscal 2001 compared with $24.8 million for the prior year. Sales volume increases, product mix and lean initiatives account for the improvements in both Aerospace and Advanced Materials. Automation reported a loss of $15.1 million in fiscal 2001 compared with earnings of $7.9 million for the prior year. This reversal is directly related to the nearly 50% drop in sales experienced by this segment. Due to continued poor operating results and future prospects for the Automation segment, we wrote off the $2.9 million of goodwill and intangible assets related to that segment in the fourth quarter of fiscal 2001.
      In February 2001, an agreement was reached with several insurance companies settling an outstanding lawsuit that we brought to recover expenses associated with a disputed claim. A total recovery of $4.6 million of such expenses was recorded; $3.0 million in the second quarter of fiscal 2001 and the final $1.6 million in the third quarter of fiscal 2001.
      During fiscal 2001, $786 thousand in gains on derivative instruments were recorded from hedging foreign currency.

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      Interest income increased to $3.3 million during fiscal 2001 compared with $2.2 million in the prior year, reflecting the increase in available cash and cash equivalents as a result of the public offering completed in February 2001. Interest expense decreased to $7.7 million during fiscal 2001 compared with $8.1 million in the prior year.
      The effective income tax rate for fiscal 2001 was 34.8% compared with fiscal 2000 at 34.9%. Both years benefited from various tax credits.
      Net earnings in fiscal 2001 were $32.5 million, or $1.62 per share on a diluted basis, compared with $32.6 million, or $1.85 per share, in the prior year. The decline in earnings per share on similar earnings reflects the issuance of 3.22 million new shares in February 2001.
      Orders received in fiscal 2001 decreased 9.4% to $485.8 million from $536.1 million in the prior year. The decrease was related to the Automation segment. Backlog at the end of fiscal 2001 was $222.9 million compared with $228.3 million at the end of the prior year. Backlog increased during the first half of fiscal 2001 despite difficulties in Automation and softness in industrial markets served by Aerospace and Advanced Materials operations. In our third fiscal quarter, backlog leveled off and in the fourth quarter backlog decreased across all segments, primarily reflecting the events of September 11 and the continued difficulties in Automation. Approximately $60.1 million of backlog is scheduled to be delivered after fiscal 2002. Backlog is subject to cancellation until delivery.

Fiscal 2000 Compared with Fiscal 1999
Sales for fiscal 2000 grew 6.5% when compared with the prior year. Sales by segment were as follows:

Dollars In Thousands	Increase (Decrease)  From Prior Year		2000	1999
Aerospace Advanced Materials Automation		28.6%  1.1%  (16.0%)	$236,269 129,386 125,311$490,966	$183,783 127,920 149,266$460,969

      Aerospace provided our key area of sales growth in fiscal 2000. Substantially all of this growth was attributable to the acquisitions of Muirhead and Advanced Input Devices (A.I.D.). Muirhead was included for a full year in fiscal 2000 and only three months in the prior year. In addition, the timing of the A.I.D. acquisition resulted in the inclusion of approximately three quarters of its sales in fiscal 2000. Sales growth in Advanced Materials was affected by customer programs designed to rebalance inventory levels. Order placement activity improved over the last two quarters of fiscal 2000.
      The decrease in Automation sales was primarily a result of our October 1999 divestiture of Federal Products. Excluding Federal Products on a comparative basis, Automation sales increased 15.6% due to improved PCB manufacturing equipment business, driven largely by strong performance in the second half of the year. In addition, equipment sales to the heavy equipment markets remained weak throughout fiscal 2000.
      Sales to foreign customers, including export sales by domestic operations, totaled $156.2 million and $137.3 million, and accounted for 31.8% and 29.8% of our sales for fiscal 2000 and 1999, respectively.
      Overall, gross margin as a percentage of sales was 36.6% and 37.9% for fiscal 2000 and 1999, respectively. Gross margin by segment ranged from 35.0% to 37.6% in fiscal 2000, compared with 33.7% to 40.4% in the prior year. Gross margin ranges for fiscal 2000 were lower when compared to fiscal 1999 due to a combination of factors, including lower margins on some recent acquisitions in the Aerospace segment; customer-related inventory rebalancing during the first part of fiscal 2000 in Advanced Materials; and a non-recurring inventory charge in Advanced Materials.

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      Automation gross margin improved when compared with the prior year primarily due to the PCB equipment revenue increases and cost cutting measures that were implemented in the operations serving the heavy equipment markets.
      Selling, general and administrative expenses (which include corporate expenses) decreased to $105.5 million in fiscal 2000 compared with $106.2 million in the prior year. As a percentage of sales, selling, general and administrative expenses were 21.5% and 23.0% in fiscal 2000 and 1999, respectively. Overall sales volume was weak throughout fiscal 1999 into the first quarter of fiscal 2000 and we focused on tightening selling, general and administrative expenses. In the second quarter of fiscal 2000, sales nearly matched the highest quarter in the prior year and continued to improve throughout the rest of the year. We believe our efficiency improvements have facilitated the absorption of business without significant increases in expenses.
      Research, development and related engineering spending was $20.8 million, or 4.2% of sales, in fiscal 2000 compared with $24.0 million, or 5.2% of sales, in the prior year. During the year, several projects transitioned from prototype to production and accounted for the lower level of spending in fiscal year 2000.
      Segment earnings (excluding corporate expenses) increased 14.8% during fiscal year 2000 to $65.4 million compared with $56.9 million in the prior year. By segment, Aerospace earnings increased 31.6% to $32.7 million for fiscal 2000 compared with $24.8 million in the prior year, primarily due to acquisitions. Advanced Materials earnings were $24.8 million for fiscal 2000 compared with $29.2 million for the prior year. The decrease in earnings for Advanced Materials was attributable to the customer-related inventory rebalancing and the write-down of inventory. Automation earnings improved to $7.9 million for fiscal 2000 compared with $2.9 million for the prior year. For fiscal 1999, Automation earnings were attributable to Federal Products, which was sold at the end of that fiscal year. Excluding Federal Products in a year-over-year comparison, the increase in Automation earnings primarily reflected improvements in business related to PCB markets.
      The $2.6 million gain on sale of business relates to the curtailment of retirement benefits for certain Federal Products employees resulting from the October 28, 1999 sale of that operation. This gain was reported during the third quarter when it was first estimable. For purposes of the benefit calculations, credited service under the plan was frozen as of the date of sale.
      Interest income decreased to $2.2 million during fiscal 2000 compared with $2.9 million in the prior year. Interest expense decreased to $8.1 million during fiscal 2000 compared with $9.0 million in the prior year.
      The effective income tax rate for fiscal 2000 was 34.9% compared with fiscal 1999 at 35.2%. Both years benefited from various tax credits.
      Net earnings in fiscal 2000 were $32.6 million, or $1.85 per share on a diluted basis, compared with $29.9 million, or $1.69 per share, in the prior year.
      Orders received in fiscal 2000 increased 12.7% to $536.1 million from $475.7 million in the prior year. The increase is primarily attributable to Aerospace and Advanced Materials. Backlog at the end of fiscal 2000 was $228.3 million compared with $183.2 million at the end of the prior year.

Liquidity and Capital Resources
Cash and cash equivalents at the end of fiscal 2001 totaled $119.9 million, an increase of $69.1 million from the prior year. Net working capital increased to $219.2 million at the end of fiscal 2001 from $121.6 million at the end of the prior year. These increases were primarily attributable to the common stock offering completed on February 21, 2001. We issued 3.22 million shares of common stock, including shares sold under the underwriters' over-allotment option, priced at $22 per share, generating net proceeds of approximately $66.7 million. These funds will provide additional financial resources for general corporate purposes, including the possible acquisition of other companies and/or product lines.

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      Net accounts receivable were $82.8 million at the end of fiscal 2001 compared with $83.3 million at the end of the prior year. Inventories were $88.3 million at the end of fiscal 2001 compared to $74.0 at the end of the prior year. Aerospace and Advanced Materials sales increased $60.2 million when compared with the prior year, resulting in a significant increase in inventory. The increase in inventory also reflects certain product line acquisitions completed in fiscal 2001. Accounts payable were $22.1 million at the end of fiscal 2001 compared with $25.0 million at the end of the prior year. The decrease was primarily due to the timing of payments in the Automation segment. Federal and foreign income taxes payable were $2.3 million at the end of fiscal 2001 compared with $5.5 million at the end of fiscal 2000.
      Net property, plant and equipment was $88.3 million at the end of fiscal 2001 compared with $87.4 million at the end of the prior year.
      Capital expenditures for fiscal 2001 were $15.8 million (excluding acquisitions) and included machinery and equipment and enhancements to information technology systems. Capital expenditures are anticipated to approximate $15.0 million for fiscal 2002. We will continue to support expansion through investments in infrastructure including machinery, equipment, buildings and information systems.
      Total debt decreased $6.7 million from the prior year to $110.7 million at the end of fiscal 2001, principally due to repayment of debt according to terms. Total debt outstanding at the end of fiscal 2001 consisted of $100.0 million under our 1999 Senior Notes, $5.7 million under our 8.75% Senior Notes, and $5.0 million under various foreign currency debt agreements, including capital lease obligations. The 8.75% Senior Notes will be repaid at maturity on July 30, 2002. The 1999 Senior Notes have maturities ranging from 5 to 10 years and interest rates from 6.00% 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 fiscal 2002.

Seasonality
The timing of our revenues is impacted by the purchasing patterns of our customers and as a result we do not generate revenues evenly throughout the year. Moreover, our first fiscal quarter, November through January, includes significant holiday vacation periods in both Europe and North America. This leads to decreased order and shipment activity; consequently, first quarter results are typically weaker than other quarters and not necessarily indicative of our performance in subsequent quarters.

Market Risk Exposure
We have financial instruments that are subject to interest rate risk, principally debt obligations issued at a fixed rate. To the extent that sales are transacted in a foreign currency, we are also subject to foreign currency fluctuation risk. Furthermore, we have assets denominated in foreign currencies that are not offset by liabilities in such foreign currencies. Historically, we have not experienced material gains or losses due to interest rate or foreign exchange fluctuations. In fiscal 2001, the foreign exchange rate for our significant operation in France increased moderately relative to the U.S. dollar.

Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized, but will be subject to annual impairment tests in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives.
      We will adopt the new statements beginning in the first quarter of fiscal 2002. Application of the non-amortization provisions of the statement is expected to result in an increase in net income for fiscal 2002 of approximately $3.5 million, or $.17 per share. Management is currently assessing any additional impact of adopting these statements, including potential impairment.

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Selected Financial Data
In Thousands, Except Per Share Amounts

For Fiscal Years	2001	2000	1999	1998	1997
Operating Results Net sales Cost of sales Selling, general and administrative Research, development and engineering Gain on sale of business Insurance settlement Gain on derivative   financial instruments Interest income Interest expense Income tax expense Cumulative effect of a change in   accounting (loss) Net earnings Earnings per share - diluted	$491,235  316,401  103,369  22,148  - -  (4,631) (786) (3,307) 7,663  17,519  (403) 32,456  $      1.62	$490,966  311,242  105,532  20,839  (2,591) - -  - -  (2,205) 8,124  17,438  - -  32,587  $      1.85	$460,969  286,410  106,239  24,022  (7,956) - -  - -  (2,859) 9,011  16,240  - -  29,862  $      1.69	$453,902  281,539  102,361  20,846  - -  - -  - -  (1,594) 3,803  16,863  - -  30,084  $      1.70	$390,958  243,197  90,918  17,556  - -  - -  - -  (2,397) 3,603  12,760  - -  25,321  $      1.44
Financial Structure Total assets Long-term debt, net Shareholders' equity Weighted average shares   outstanding - diluted	$559,808  102,125  350,295  20,014	$474,339  108,172  249,695  17,654	$453,082  116,966  224,620  17,658	$387,179  74,043  196,376  17,718	$289,847  27,218  165,718  17,608

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Market Price of Esterline Common Stock
In Dollars

For Fiscal Years	2001		2000
	High	Low	High	Low
Quarter First Second Third Fourth	$28.38 27.47 23.55 21.67	$19.38 16.10 18.60 11.25	$14.00 13.19 16.13 22.50	$10.25 9.25 12.06 14.75

Principal Market - New York Stock Exchange

At the end of fiscal 2001, there were approximately 712 holders of record of the Company's common stock.

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Consolidated Statement of Operations
In Thousands, Except Per Share Amounts

For Each of the Three Fiscal Years in the Period Ended October 26, 2001	2001	2000	1999
Net Sales Cost of Sales	$491,235  316,401174,834	$490,966  311,242179,724	$460,969  286,410174,559
Expenses     Selling, general and administrative     Research, development and engineering         Total Expenses Operating Earnings	103,369  22,148125,51749,317	105,532  20,839126,37153,353	106,239  24,022130,26144,298
Gain on sale of business     Insurance settlement     Gain on derivative financial instruments     Interest income     Interest expense Other (Income) Expense, Net	-  (4,631) (786) (3,307) 7,663(1,061)	(2,591) - -  - -  (2,205) 8,1243,328	(7,956) - -  - -  (2,859) 9,011(1,804)
Earnings Before Income Taxes and Cumulative Effect   of a Change in Accounting Income Tax Expense Earnings Before Cumulative Effect of a Change in Accounting	50,378  17,51932,859	50,025  17,43832,587	46,102  16,24029,862
Cumulative Effect of a Change in Accounting for   Derivative Financial Instruments, Net of Tax of $223 Net Earnings	(403) $  32,456	-$  32,587	-$  29,862
Earnings Per Share Before Cumulative Effect   of a Change in Accounting - Basic Cumulative Effect of a Change in Accounting - Basic Earnings Per Share - Basic	$      1.67  (.02) $      1.65	$      1.88  -$      1.88	$      1.72  -$      1.72
Earnings Per Share Before Cumulative Effect   of a Change in Accounting - Diluted Cumulative Effect of a Change in Accounting - Diluted Earnings Per Share - Diluted	$      1.64  (.02) $      1.62	$      1.85  -$      1.85	$      1.69  -$      1.69

See Notes to Consolidated Financial Statements.

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Consolidated Balance Sheet
In Thousands, Except Share and Per Share Amounts

As of October 26, 2001 and October 27, 2000	2001	2000
Assets
Current Assets Cash and cash equivalents Accounts receivable, net of allowances of $2,447 and $2,423 Inventories Deferred income tax benefits Prepaid expenses     Total Current Assets	$119,940  82,844  88,268  17,005  5,683313,740	$  50,888  83,336  73,984  16,053  4,282228,543
Property, Plant and Equipment Land Buildings Machinery and equipment Accumulated depreciation	13,092  64,811  127,717205,620  117,34988,271	12,950  64,007  123,611200,568  113,15887,410
Other Non-Current Assets Goodwill, net Intangibles, net and other assets     Total Assets	135,369  22,428$559,808	137,952  20,434$474,339

See Notes to Consolidated Financial Statements.

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As of October 26, 2001 and October 27, 2000	2001	2000
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	$  22,111  61,606  2,173  6,358  2,28694,534	$  25,014  67,211  2,654  6,525  5,518106,922
Long-Term Liabilities Long-term debt, net of current maturities Deferred income taxes	102,125  12,854	108,172  9,550
Commitments and contingencies	-	-
Shareholders' Equity Common stock, par value $.20 per share,   authorized 60,000,000 shares, issued and   outstanding 20,716,056 and 17,424,853 shares Additional paid-in capital Retained earnings Accumulated other comprehensive loss     Total Shareholders' Equity         Total Liabilities and Shareholders' Equity	4,143  113,284  243,996  (11,128) 350,295$559,808	3,485  46,952  211,540  (12,282) 249,695$474,339

See Notes to Consolidated Financial Statements.

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Consolidated Statement of Cash Flows
In Thousands

For Each of the Three Fiscal Years in the Period Ended October 26, 2001	2001	2000	1999
Cash Flows Provided (Used) by Operating Activities Net earnings Gain on sale of business 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	$32,456  - -  24,109  2,352  1,715  (12,848) (1,301) (3,076) (5,985) (3,271) (3,853) 30,298	$32,587  (2,591) 21,709  112  (12,377) (1,394) (472) 6,773  275  (701) (3,114) 40,807	$29,862  (7,956) 20,796  497  4,778  (2,640) 98  (7,805) (5,795) 5,643  1,68439,162
Cash Flows Provided (Used) by Investing Activities Purchases of capital assets Capital dispositions Sales (Purchases) of short-term investments Acquisitions of businesses, net of cash acquired	(15,758) 277  - -  (6,885) (22,366)	(15,489) 1,618  25,933  (45,998) (33,936)	(15,641) 28,995  (25,933) (20,860) (33,439)

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For Each of the Three Fiscal Years in the Period Ended October 26, 2001	2001	2000	1999
Cash Flows Provided (Used) by Financing Activities Net proceeds provided by sale of common stock Net change in credit facilities Repayment of long-term obligations Proceeds from sale of senior notes Repayment of bridge facility	$  66,736  (575) (6,389) - -  -59,772	$          -  (1,922) (8,655) - -  -(10,577)	$           -  (3,649) (6,287) 100,000  (50,000) 40,064
Effect of foreign exchange rates on cash and cash   equivalents	1,348	(453)	363
Net increase (decrease) in cash and cash   equivalents Cash and cash equivalents - beginning of year Cash and cash equivalents - end of year	69,052  50,888$119,940	(4,159) 55,047$50,888	46,150  8,897$  55,047
Supplemental Cash Flow Information Cash paid during the fiscal year for     Interest     Income taxes	$    7,792  18,652	$  8,366  17,521	$    6,805  8,779

See Notes to Consolidated Financial Statements.

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Consolidated Statement of Shareholders' Equity and Comprehensive Income
In Thousands, Except Per Share Amounts

For Each of the Three Fiscal Years in the Period Ended October 26, 2001	2001	2000	1999
Common Stock, Par Value $.20 Per Share Beginning of year 3,220,000 shares issued Shares issued under stock option plans End of year	$    3,485  644  144,143	$    3,468  - -  173,485	$    3,463  - -  53,468
Additional Paid-in Capital Beginning of year 3,220,000 shares issued Shares issued under stock option plans End of year	46,952  66,092  240113,284	46,824  - -  12846,952	46,793  - -  3146,824
Retained Earnings Beginning of year Net earnings End of year	211,540  32,456243,996	178,953  32,587211,540	149,091  29,862178,953
Accumulated Other Comprehensive Gain (Loss) Beginning of year Change in fair value of derivative financial instruments Foreign currency translation adjustment End of year     Total Shareholders' Equity	(12,282) 87  1,067(11,128) $350,295	(4,625) - -  (7,657) (12,282) $249,695	(2,971) - -  (1,654)(4,625)$224,620
Comprehensive Income Net earnings Change in fair value of derivative financial instruments Foreign currency translation adjustment     Comprehensive Income	$  32,456  87  1,067$  33,610	$  32,587  - -  (7,657) $  24,930	$  29,862  - -  (1,654)$  28,208

See Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements

Note 1.  Accounting Policies

Nature of Operations
Esterline Technologies Corporation (the "Company") designs, manufactures and markets highly engineered products. The Company principally serves the aerospace and defense industry and electronic equipment manufacturers throughout the world, primarily in the United States and Europe.

Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and all subsidiaries. All significant intercompany accounts and transactions have been eliminated. Classifications have been changed for certain amounts in prior periods to conform with the current year's presentation. The Company's fiscal year ends on the last Friday of October.

Management Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Derivative Financial Instruments
The Company is subject to risks associated with fluctuations in foreign currency exchange rates from the sale of products in currencies other than its functional currency. The Company's policy is to hedge a portion of these forecasted transactions using forward exchange contracts, typically with maturities of less than one year. These forward contracts have been designated as cash flow hedges. The portion of the net gain or loss on a derivative instrument that is effective as a hedge is reported as a component of accumulated other comprehensive loss in shareholders' equity and is reclassified into earnings in the same period during which the hedged transaction affects earnings. The remaining net gain or loss on the derivative in excess of the present value of the expected cash flows of the hedged transaction is recorded in earnings immediately. If a derivative does not qualify for hedge accounting, or a portion of the hedge is deemed ineffective, the change in fair value is recorded in earnings. The amou nt of hedge ineffectiveness was not material. The Company does not enter into any forward contracts for trading purposes.
      Effective at the beginning of fiscal 2001, the Company adopted Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. The cumulative effect of this change in accounting principle was a charge of $403,000 (net of tax) or $.02 per share on a diluted basis.

Foreign Currency Translation
Assets and liabilities of foreign subsidiaries are translated into their U.S. dollar equivalents based on year-end exchange rates. Revenue and expense accounts are generally translated at average exchange rates. Aggregate exchange gains and losses arising from the translation of foreign assets and liabilities are included in shareholders' equity as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in income and have not been significant in amount.

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Cash Equivalents
Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. Fair value of cash equivalents approximates carrying value.

Inventories
Inventories are stated at the lower of cost or market. One subsidiary determines the cost of its inventories under the last-in, first-out (LIFO) method while the remainder use the first-in, first-out (FIFO) method. Inventory cost includes material, labor and factory overhead.

Property, Plant and Equipment, and Depreciation
Property, plant and equipment is carried at cost and includes expenditures for major improvements. Depreciation is generally provided on the straight-line method based upon estimated useful lives ranging from 3 to 30 years. Depreciation expense was $15,350,000, $15,763,000, and $16,297,000 for fiscal 2001, 2000 and 1999, respectively.

Long-lived Assets
The carrying amount of long-lived assets, including goodwill attributable to those assets, is reviewed periodically for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not deemed recoverable, the asset is adjusted to its estimated fair value. Fair value is generally determined based upon discounted future cash flows.

Goodwill and Intangibles
Intangible assets and the excess purchase price paid over the fair value of net assets of businesses acquired are amortized on a straight-line basis over the period of expected benefit which ranges from 5 to 40 years. Accumulated amortization of goodwill and intangibles was $46,991,000 and $38,173,000, respectively, at the end of fiscal 2001 and 2000. Due to continued poor operating results and future prospects for the Automation segment, the Company wrote off the $2.9 million of goodwill and intangible assets related to that segment in the fourth quarter of fiscal 2001.
      In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives.
      The Company will adopt the new statements beginning in the first quarter of fiscal 2002. Application of the non-amortization provisions of Statement 142 is expected to result in an increase in net income for fiscal 2002 of approximately $3.5 million, or $.17 per share. Management is currently assessing any additional impact of adopting these statements, including potential impairment.

Environmental
Environmental exposures are provided for at the time they are known to exist or are considered reasonably probable and estimable. No provision has been recorded for environmental remediation costs which could result from changes in laws or other circumstances currently not contemplated by the Company. Costs provided for future expenditures on environmental remediation are not discounted to present value.

<PAGE>  

Revenue Recognition
Sales are generally recorded at the time of shipment of products or performance of services and are presented net of sales returns and allowances.

Earnings Per Share
Basic earnings per share is computed on the basis of the weighted average number of common shares outstanding during the year. Diluted earnings per share also includes the dilutive effect of stock options. The weighted average number of shares outstanding used to compute basic earnings per share was 19,641,000, 17,375,000, and 17,337,000 for the fiscal years 2001, 2000 and 1999, respectively. The weighted average number of shares outstanding used to compute diluted earnings per share was 20,014,000, 17,654,000, and 17,658,000 for the fiscal years 2001, 2000 and 1999, respectively.

Note 2.  Inventories

Inventories at the end of the fiscal year consisted of the following:

In Thousands	2001	2000
Raw materials and purchased parts Work in process Finished goods	$41,332 30,464 16,472 $88,268	$31,693 27,264 15,027 $73,984

      Inventories stated under the last-in, first-out method totaled $5,646,000 and $6,666,000 at the end of fiscal 2001 and 2000, respectively. Had the first-in, first-out method been used, these inventories would have been $358,000 and $421,000 higher than reported at the end of fiscal 2001 and 2000, respectively.

Note 3.  Accrued Liabilities

Accrued liabilities at the end of the fiscal year consisted of the following:

In Thousands	2001	2000
Payroll and other compensation Casualty and medical Interest Warranties State and other tax accruals Other	$25,957 6,331 3,075 7,563 8,885 9,795 $61,606	$24,614 6,988 3,204 7,946 9,785 14,674 $67,211

<PAGE>  

Note 4.  Retirement Benefits

Pension benefits are provided for substantially all U.S. employees under a contributory pension plan and are based on years of service and five-year average compensation. The Company makes actuarially computed contributions as necessary to adequately fund benefits. The actuarial computations assumed discount rates for benefit obligations on plan assets of 7.0%, 7.5%, and 7.25% for fiscal 2001, 2000 and 1999, respectively, and annual compensation increases of 5%. The expected long-term rate of return on plan assets was 8.5% for fiscal 2001, 2000 and 1999. Plan assets primarily consist of publicly traded common stocks, bonds and government securities. The Company also has an unfunded supplemental retirement plan for key executives providing for periodic payments upon retirement.
      Total pension expense (benefit) for all benefit plans, including defined benefit plans, was ($347,000), ($3,334,000), and $902,000 for fiscal years 2001, 2000 and 1999, respectively. The Company recorded a curtailment gain in fiscal year 2000 resulting from the sale of Federal Products Co., which was reported as a gain on sale of business. Net periodic pension benefit for the Company's defined benefit plans at the end of the fiscal year consisted of the following:

In Thousands	2001	2000	1999
Components of Net Periodic Benefit Cost Service cost Interest cost Expected return on plan assets Amortization of transition asset Amortization of prior service cost Amortization of actuarial loss (gain) Recognition of gain due to curtailment Net periodic benefit	$  2,465  6,803  (10,576) 81  88  (305) (141) $ (1,585)	$  2,268  6,463  (10,069) (401) 92  (116) (2,591) $ (4,354)	$  3,351  5,726  (9,122) (400) 105  4  -$    (336)

<PAGE>  

      The funded status of the defined benefit pension plan at the end of each fiscal year was as follows:

In Thousands	2001	2000
Benefit Obligation Beginning balance Service cost Interest cost Curtailment gain Actuarial loss Benefits paid Ending balance	$  92,361  2,465  6,803  (154) 6,575  (5,799) $102,251	$  84,161  2,268  6,463  (2,692) 7,713  (5,552) $  92,361
Plan Assets - Fair Value Beginning balance Actual (loss) return on plan assets Company contributions Benefits paid Ending balance	$127,145  (3,024) 30  (5,799) $118,352	$121,012  10,704  981  (5,552) $127,145
Reconciliation of Funded Status to Net Amount Recognized Funded status - plan assets in excess of benefit obligation Unrecognized net actuarial loss (gain) Unrecognized prior service costs Unrecognized net transition obligations Net amount recognized	$  16,101  3,845  579  158$  20,683	$  34,784  (16,635) 680  239$  19,068
Amount Recognized in the Consolidated Balance Sheet Prepaid benefit cost Accrued benefit liability Net amount recognized	$  21,554  (871) $  20,683	$  19,231  (163) $  19,068

<PAGE>  

Note 5.  Income Taxes

Income tax expense for each of the fiscal years consisted of:

In Thousands	2001	2000	1999
Current U.S. federal State Foreign	$10,648  976  3,54315,167	$14,011  650  2,66517,326	$13,530  160  2,05315,743
Deferred U.S. federal State Foreign Income tax expense	2,836  111  (595) 2,352$17,519	(564) (48) 724112$17,438	684  20  (207) 497$16,240

      U.S. and foreign components of earnings before income taxes for each of the fiscal years were:

In Thousands	2001	2000	1999
U.S. Foreign Earnings before income taxes	$39,798  10,580$50,378	$42,794  7,231$50,025	$42,518  3,584$46,102

      Primary components of the Company's deferred tax assets (liabilities) at the end of the fiscal year resulted from temporary tax differences associated with the following:

In Thousands	2001	2000
Reserves and liabilities Employee benefits     Total deferred tax assets	$15,957  6,00721,964	$17,054  5,49422,548
Depreciation and amortization Retirement benefits Other     Total deferred tax liabilities	(9,801) (7,024) (988) (17,813) $  4,151	(8,378) (6,960) (707) (16,045) $  6,503

      No valuation allowance was considered necessary on deferred tax assets.

<PAGE>  

      A reconciliation of the U.S. federal statutory income tax rate to the effective income tax rate for each of the fiscal years was as follows:

	2001	2000	1999
U.S. statutory income tax rate State income taxes Foreign taxes Foreign sales corporation Tax exempt interest Non-deductible goodwill Research & development credits Other, net Effective income tax rate	35.0% 1.3    0.4    (0.9)   (1.2)   2.4    (2.8)   0.634.8%	35.0% 0.8    1.2    (1.0)   (0.6)   2.5    (3.9)   0.934.9%	35.0% 0.2    1.2    (1.1)   (0.8)   1.7    - -    (1.0)   35.2%

      No provision for federal income taxes has been made on accumulated earnings of foreign subsidiaries, since such earnings are considered indefinitely reinvested or would be substantially offset by foreign tax credits if repatriated.

Note 6.  Debt

Long-term debt at the end of the fiscal year consisted of the following:

In Thousands	2001	2000
6.77% Senior Notes, due 2008 6.40% Senior Notes, due 2005 6.00% Senior Notes, due 2003 8.75% Senior Notes, due 2002 Other Less current maturities	$  40,000 30,000 30,000 5,714 2,769108,483 6,358 $102,125	$  40,000 30,000 30,000 11,428 3,269114,697 6,525 $108,172

      The 1999 Senior Notes due in 2003, 2005 and 2008 require semi-annual interest payments in November and May of each year. The 8.75% Senior Notes are due in 2002 and interest is payable in January and July. All Senior Notes are unsecured.

<PAGE>  

      Maturities of long-term debt at the end of the fiscal year were as follows:

In Thousands

Fiscal years
2002
2003
2004
2005
2006
2007 and thereafter $    6,358
30,371
316
30,304
277
40,857
$108,483

      Short-term credit facilities at the end of the fiscal year consisted of the following:

In Thousands	2001		2000
	Outstanding Borrowings	Interest    Rate	Outstanding Borrowings	Interest    Rate
U.S. dollar Foreign	$        - 2,173 $2,173	-    4.82%	$        - 2,654 $2,654	-    5.70%

      The Company's primary U.S. dollar credit facility totals $50,000,000 through a group of banks. The credit agreement is unsecured and interest is based on standard inter-bank offering rates. An additional $7,000,000 of unsecured foreign currency credit facilities have been extended by foreign banks for a total of $57,000,000 available companywide.
      A number of underlying agreements contain various covenant restrictions which include maintenance of net worth, payment of dividends, interest coverage and limitations on additional borrowings. The Company was in compliance with these covenants at the end of the fiscal year. Available credit under the above credit facilities was $51,911,000 at fiscal 2001 year-end, when reduced by outstanding borrowings of $2,173,000 and letters of credit of $2,916,000.
      The fair market value of the Company's long-term debt and short-term borrowings was estimated at $112,000,000 and $110,000,000 at fiscal year-end 2001 and 2000, respectively. These estimates were derived using discounted cash flow with interest rates currently available to the Company for issuance of debt with similar terms and remaining maturities.

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Note 7.  Commitments and Contingencies

Rental expense for operating leases totaled $6,106,000, $5,871,000, and $4,647,000 in fiscal 2001, 2000 and 1999, respectively.
      At the end of the fiscal year, the Company's rental commitments under noncancelable operating leases with a duration in excess of one year were as follows:

In Thousands

Fiscal years
2002
2003
2004
2005
2006
2007 and thereafter $  5,552
5,392
4,387
3,572
3,538
13,522
$35,963

      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 appropriate and adequate provisions for contingent liabilities.

Note 8.Stock Option Plans

The Company provides a nonqualified stock option plan for officers and key employees. At the end of fiscal 2001, the Company had 1,913,500 shares reserved for issuance to officers and key employees, of which 429,750 shares were available to be granted in the future.
      The Board of Directors has authorized the Compensation and Stock Option Committee to administer option grants and their terms. Awards under the plan may be granted to eligible employees of the Company over the 10-year period ending March 4, 2007. Options granted become exercisable over a period of four years following the date of grant and expire on the tenth anniversary of the grant. Option exercise prices are equal to the fair market value of the Company's common stock on the date of grant.

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      The following table summarizes the changes in outstanding options granted under the Company's stock option plans:

	2001		2000		1999
	Shares Subject to Option	Weighted Average Exercise Price	Shares Subject to Option	Weighted Average Exercise Price	Shares Subject to Option	Weighted Average Exercise Price
Outstanding,   beginning of year Granted Exercised Cancelled Outstanding,   end of year Exercisable,   end of year	1,481,250  180,000  (161,250) (16,250) 1,483,750964,125	$12.08 23.48 9.54 14.75$13.71$11.44	1,355,250  316,500  (185,500) (5,000) 1,481,250921,500	$11.05 13.22 6.29 19.63 $12.08 $10.20	1,313,250  202,000  (47,500) (112,500) 1,355,250925,500	$10.13 18.97 5.02 17.07 $11.05 $  8.41

      The Company accounts for its stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25. Additional disclosures as required under FAS No. 123, "Accounting for Stock-Based Compensation," are included below. The Black-Scholes option-pricing model was used to calculate the estimated compensation expense that would have been recognized under these guidelines.
      If only options granted after fiscal 1995 were included, as prescribed by FAS No. 123, pro forma net income would have been $30,986,000, $31,573,000, and $28,920,000 for fiscal 2001, 2000 and 1999, respectively. Basic earnings per share for fiscal 2001, 2000 and 1999 would have been $1.58, $1.82, and $1.67, respectively. Diluted earnings per share for fiscal 2001, 2000 and 1999 would have been $1.55, $1.79, and $1.64, respectively.
      The pro forma disclosures presented below include the fair value compensation expense for all options that would have been amortized during fiscal 2001, 2000 and 1999:

In Thousands, Except Per Share Amounts	2001	2000	1999
Net earnings as reported Pro forma net earnings	$32,456 $30,986	$32,587 $31,573	$29,862 $28,915
Basic earnings per share as reported Pro forma basic earnings per share	$    1.65 $    1.58	$    1.88 $    1.82	$    1.72 $    1.67
Diluted earnings per share as reported Pro forma diluted earnings per share	$    1.62 $    1.55	$    1.85 $    1.79	$    1.69 $    1.63

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      The weighted average Black-Scholes value of options granted during fiscal 2001, 2000 and 1999 was $14.99, $8.52, and $12.11, respectively. The assumptions used in the Black-Scholes option-pricing model for fiscal 2001, 2000 and 1999 were as follows:

	2001	2000	1999
Volatility Risk-free interest rate Expected life (years) Dividends	65.1% 3.59 - 4.37% 5 - 8    -	62.3% 5.75 - 5.83% 5 - 8    -	60.5% 5.99 - 6.23% 5 - 8    -

      The following table summarizes information for stock options outstanding at the end of the fiscal year:

	Options Outstanding			Options Exercisable
Range of Exercise Prices	Shares	Weighted Average Remaining Life (years)	Weighted Average Price	Shares	Weighted Average Price
$  3.69 -   6.44 10.00 - 11.38 11.69 - 13.56 14.75 - 19.63 19.88 - 27.19	300,000 303,750 267,250 321,750 291,000	2.11 6.76 5.19 7.30 8.40	$  4.71 11.01 12.89 17.52 22.34	300,000 169,125 251,250 175,250 68,500	$  4.71 10.78 12.87 18.04 20.38

Note 9.  Capital Stock

The authorized capital stock of the Company consists of 500,000 shares of preferred stock, including 25,000 shares ($100 par value) and 475,000 shares ($1.00 par value) issuable in series, and 60,000,000 shares of common stock ($.20 par value). At the end of fiscal 2001, there were no shares of preferred stock outstanding.
      On February 21, 2001 the Company completed a public offering of 3.22 million shares of common stock, including shares sold under the underwriters' over-allotment option, priced at $22 per share, generating net proceeds of approximately $66.7 million.
      The Company has a Shareholder Rights Plan providing for the distribution of one Preferred Stock Purchase Right ("Right") for each share of common stock held. Each Right entitles the holder to purchase one one-hundredth of a share of Series A Serial Preferred Stock at an exercise price of $56. The Rights expire December 23, 2002.

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      The Rights will be exercisable and transferable apart from the common stock only if an Acquiring Person (as defined in the Shareholders Rights Plan) acquires beneficial ownership of 10% or more of the Company's common stock or commences a tender offer or exchange offer which would result in an Acquiring Person beneficially owning 10% or more of the Company's common stock. The Rights will be redeemable by the Company for $.01 each at any time prior to the tenth day after an announcement that an Acquiring Person beneficially owns 10% or more of the common stock. Upon the occurrence of certain events, the holder of a Right can purchase, for the then current exercise price of the Right, shares of common stock of the Company (or under certain circumstances, as determined by the Board of Directors, cash, other securities or property) having a value of twice the Right's exercise price. Upon the occurrence of certain other events, the holder of each Right would be entitled to p urchase, at the exercise price of the Right, shares of common stock of a corporation or other entity acquiring the Company or engaging in certain transactions involving the Company, that has a market value of twice the Right's exercise price.

Note 10.  Acquisitions

In January 2001 the Aerospace segment purchased certain product lines consisting of high-end components for avionics for $4.3 million. In addition, in April and June 2001, the Advanced Materials segment acquired certain product lines consisting of highly engineered elastomer products principally sold to aerospace customers for $2.6 million. The acquisitions resulted in an excess of cost over identifiable tangible assets of approximately $4.2 million. The goodwill is being amortized over a ten to fifteen year period.
      In December 1999, the Company purchased Advanced Input Devices Co. ("A.I.D."). A.I.D. is a strategic purchase for the Company's growth platform around high-end illuminated displays and custom panels. The total purchase price, including closing and other direct costs of the acquisition, was approximately $43.1 million. The acquisition resulted in an excess of cost over identifiable tangible assets of approximately $37.1 million. This goodwill is being amortized over a 30-year period.
      The Company also purchased Surftech Finishes Co., a small metal-finishing operation, in April 2000. This acquisition resulted in an excess of cost over identifiable tangible assets of approximately $2.1 million.
      The above acquisitions were accounted for under the purchase method of accounting and funded with available cash. The results of operations were included from the effective date of each acquisition.

Note 11.  Business Segment Information

The Company's businesses are organized and managed in three operating segments: Aerospace, Advanced Materials and Automation. Aerospace operations produce high-precision components for avionics, propulsion and guidance systems. Advanced Materials operations formulate specialized materials such as high-temperature elastomers, molded-fiber compounds and certain finishings and coatings. Both segments principally serve aerospace and defense markets. Automation operations manufacture products that enhance the fabrication efficiency of manufactured goods. Sales in all segments are worldwide and include military, defense and commercial customers.
      Geographic sales information is based on product origin. The Company evaluates these segments based on segment profits prior to net interest, other income/expense, corporate expenses and federal/foreign income taxes.

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      Details of the Company's operations by business segment for the last three fiscal years were as follows:

In Thousands	2001	2000	1999
Net Sales Aerospace Advanced Materials Automation	$274,463  151,352  65,420$491,235	$236,269  129,386  125,311$490,966	$183,783  127,920  149,266$460,969
Earnings Before Income Taxes Aerospace Advanced Materials Automation     Segment Earnings	$  42,716  34,904  (15,136) 62,484	$  32,661  24,819  7,89465,374	$  24,822  29,186  2,92456,932
Corporate expense Gain on sale of business Insurance settlement Gain on derivative financial instruments Interest income Interest expense	(13,167) - -  4,631  786  3,307  (7,663) $  50,378	(12,021) 2,591  - -  - -  2,205  (8,124) $  50,025	(12,634) 7,956  - -  - -  2,859  (9,011) $  46,102
Identifiable Assets Aerospace Advanced Materials Automation Corporate1	$213,298  149,889  50,449  146,172$559,808	$192,496  140,028  62,611  79,204$474,339	$144,836  135,907  62,868  109,471$453,082
Capital Expenditures Aerospace Advanced Materials Automation Corporate	$    6,534  7,132  1,816  276$  15,758	$    8,368  3,822  2,758  541$  15,489	$    6,029  3,866  5,518  228$  15,641
Depreciation and Amortization Aerospace Advanced Materials Automation Corporate	$    9,568  7,266  6,554  721$  24,109	$  10,305  6,938  3,686  780$  21,709	$    6,961  6,814  6,270  751$  20,796

1  Primarily cash, prepaid pension expense (see Note 4) and deferred tax assets (see Note 5).

<PAGE>  

      The Company's operations by geographic area for the last three fiscal years were as follows:

In Thousands	2001	2000	1999
Net Sales Domestic Unaffiliated customers - U.S. Unaffiliated customers - export Intercompany	$337,358  54,704  4,691396,753	$334,768  66,205  5,591406,564	$323,702  57,776  8,670390,148
France Unaffiliated customers Intercompany	49,267  6,17555,442	44,368  6,49450,862	58,871  10,69469,565
All Other Foreign Unaffiliated customers Intercompany	49,906  35950,265	45,625  19445,819	20,620  84321,463
Eliminations	(11,225) $491,235	(12,279) $490,966	(20,207) $460,969
Segment Earnings1Domestic France All other foreign Eliminations	$  52,210  8,582  1,892  (200) $  62,484	$  57,119  6,701  1,263  291$  65,374	$  52,585  5,233  (625) (261) $  56,932
Identifiable Assets2Domestic France All other foreign	$335,231  42,834  35,571$413,636	$328,006  32,165  34,964$395,135	$269,860  35,758  37,993$343,611

1  Before corporate expense, shown on previous page.
²  Excludes corporate, shown on previous page.

<PAGE>  

      The Company's principal foreign operations consist of manufacturing facilities located in France, the United Kingdom and Spain, and include sales and service operations located in Germany, Italy, Hong Kong and France. Intercompany sales are at prices comparable with sales to unaffiliated customers. Sales to any single customer or government entity did not exceed 10% of consolidated sales.
      Product lines contributing sales of 10% or more of total sales in any of the last three fiscal years were as follows:

	2001	2000	1999
Elastomeric products Printed circuit board drilling equipment Aerospace switches and indicators Combustible ordnance components	14% 8% 13% 10%	13% 16% 9% 7%	14% 12% 10% 7%

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Note 12.  Quarterly Financial Data (Unaudited)

The following is a summary of unaudited quarterly financial information:

In Thousands, Except Per Share Amounts	Fourth	Third	Second	First
Fiscal year 2001
Net sales Gross margin Earnings before cumulative effect  of a change in accounting Cumulative effect of a change in accounting Net earnings Earnings per share before cumulative effect  of a change in accounting - basic3Cumulative effect of a change in  accounting - basic Earnings per share - basic3Earnings per share before cumulative effect  of a change in accounting - diluted Cumulative effect of a change in  accounting - diluted Earnings per share - diluted	$124,543  43,318  7,3841-$    7,3841$        .36  -$        .36$        .35  -$        .35	$121,623  43,940  9,2292-$    9,2292$        .45  -$        .45$        .44  -$        .44	$127,062  45,156  9,5772-$    9,5772$        .49  -$        .49$        .48  -$        .48	$118,007  42,420  6,6691(403) $    6,2661$        .38  (.02) $        .36$        .37  (.02) $        .35
Fiscal year 2000
Net sales Gross margin Net earnings Earnings per share - basic Earnings per share - diluted	$138,539  50,963  11,130  $        .64  $        .63	$126,033  45,791  9,6944$        .56  $        .55	$122,146  44,962  6,937  $        .40  $        .40	$104,248  38,008  4,826  $        .28  $        .27

1	Included the $2.9 million write off of goodwill and intangible assets in the Automation segment.
2	Included $3.0 million and $1.6 million in recoveries from the settlement of a disputed insurance claim, in the second quarter and third quarter of fiscal 2001, respectively.
3	The sum of quarterly per share amounts may not equal per share amounts reported for year-to-date periods. This is due to changes in the number of weighted average shares outstanding and the effects of rounding for each period.
4	Included a $2.6 million gain on sale of business related to the curtailment of retirement benefits for certain Federal Products employees resulting from the October 28, 1999 sale of that operation.

<PAGE>  

Report of Independent Auditors

To the Shareholders and the Board of Directors
Esterline Technologies Corporation
Bellevue, Washington

We have audited the accompanying consolidated balance sheets of Esterline Technologies Corporation and subsidiaries as of October 26, 2001 and October 27, 2000 and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for the fiscal years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated statements of operations, cash flows, and shareholders' equity and comprehensive income of the Company for the fiscal year ended October 31, 1999, were audited by other auditors whose report dated December 9, 1999, expressed an unqualified opinion on those statements.
      We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
      In our opinion, the 2001 and 2000 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Esterline Technologies Corporation and subsidiaries at October 26, 2001 and October 27, 2000, and the consolidated results of their operations and their cash flows for the fiscal years then ended, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Seattle, Washington
December 6, 2001

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EX-21

Exhibit 21

SUBSIDIARIES

The subsidiaries of the Company as of October 26, 2001 are as follows:

Name of Subsidiary	Jurisdiction of Incorporation
Advanced Input Devices Co.             Memtron Technologies Co.	Delaware Delaware
Armtec Defense Products Co.	Delaware
Auxitrol Technologies S.A.             Auxitrol S.A.             Auxitrol International S.A.             Auxitrol Co.             Fluid Regulators Corporation             Muirhead Aerospace Limited	France France France Delaware Ohio England
Equipment Sales Co.	Connecticut
Esterline Technologies (Hong Kong) Limited	Hong Kong
Excellon Automation Co.             Excellon Europa GmbH             Excellon U.K.             Amtech Automated Manufacturing Technology, Inc.             Excellon Japan Co.	California Germany California Utah Japan
Hytek Finishes Co.	Delaware
Kirkhill Rubber Co.             TA Mfg. Co.	California California
Korry Electronics Co.             Mason Electric Co.	Delaware Delaware
W. A. Whitney Co.	Illinois

The above list excludes certain subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of October 26, 2001.

EX-23

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Esterline Technologies Corporation of our report dated December 6, 2001, with respect to the consolidated financial statements of Esterline Technologies Corporation as of and for the fiscal years ended October 26, 2001 and October 27, 2000 included in the 2001 Annual Report to Shareholders of Esterline Technologies Corporation.

We also consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-43843, No. 33-58375, and No. 333-62650) pertaining to the 1997 Stock Option Plan, Non-Employee Directors' Stock Compensation Plan, and Amended and Restated 1997 Stock Option Plan of Esterline Technologies Corporation of our report dated December 6, 2001, with respect to the consolidated financial statements and schedule of Esterline Technologies Corporation as of and for the fiscal years ended October 26, 2001 and October 27, 2000 incorporated by reference in the Annual Report (Form 10-K) for the fiscal year ended October 26, 2001.

Our audits also included the financial statement schedule of Esterline Technologies Corporation for the fiscal years ended October 26, 2001 and October 27, 2000 listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Ernst & Young LLP

Seattle, Washington
January 21, 2002

EX-23

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 33-58375, No. 333-43843 and No. 333-62650 of Esterline Technologies Corporation on Form S-8 of our report dated December 9, 1999, included in this Annual Report on Form 10-K of Esterline Technologies Corporation for the year ended October 26, 2001.

Deloitte & Touche LLP

Seattle, Washington
January 21, 2002

EX-23

Exhibit 23.3

INDEPENDENT AUDITORS' REPORT

Shareholders and Board of Directors
Esterline Technologies Corporation
Bellevue, Washington

We have audited the consolidated balance sheet of Esterline Technologies Corporation and subsidiaries (the Company) as of October 31, 1999, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for the year then ended. Our audit also included the consolidated financial statement schedule of the Company for the year ended October 31, 1999, listed in Item 14(a). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 1999 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Esterline Technologies Corporation and subsidiaries at October 31, 1999, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Deloitte & Touche LLP

Seattle, Washington
December 9, 1999