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 28, 2011

OR

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

For the transition period from                      to                      

Commission file number 1-6357

ESTERLINE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No   ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No   x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x                     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x                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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                        Accelerated filer  ¨                        Non-accelerated filer  ¨

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

As of December 19, 2011, 30,624,334 shares of the Registrant’s common stock were outstanding. The aggregate market value of shares of common stock held by non-affiliates as of April 29, 2011, was $2,191,628,226 (based upon the closing sales price of $71.80 per share).

Documents Incorporated by Reference

Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended October 28, 2011.

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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 9 for further discussion. In this report, “we,” “our,” “us,” “Company,” and “Esterline” refer to Esterline Technologies Corporation and subsidiaries, unless otherwise noted or context otherwise indicates.

Item 1.  Business

(a)  General Development of Business.

Esterline, a Delaware corporation formed in 1967, is a leading specialized manufacturing company principally serving aerospace and defense customers. We design, manufacture and market highly engineered products and systems for application within the industries we serve.

Our strategy is to maintain a leadership position in niche markets for the development and manufacture of highly engineered products that are essential to our customers. We are concentrating our efforts to expand selectively our capabilities in these markets, to anticipate the global needs of our customers and to respond to such needs with comprehensive solutions. Our current business and strategic growth plan focuses on the continuous development of these products in three key technology segments: Avionics & Controls, Sensors & Systems, and Advanced Materials, including thermally engineered components and specialized high-performance elastomers and other complex materials, principally for aerospace and defense markets. Our products are often mission-critical equipment, which have been designed into particular military and commercial platforms and in certain cases can only be replaced by products of other manufacturers following a formal certification process. As part of our implementation of this growth plan, we focus on, among other things, expansion of our capabilities as a more comprehensive supplier to our customers. Such expansion included the July 26, 2011, acquisition of the Souriau Group (Souriau), which is a leading global supplier of highly engineered connection technologies for harsh environments; the December 30, 2010, acquisition of Eclipse, which develops and manufactures embedded communication intercept receivers for signal intelligence applications; and the October 15, 2010, execution of a license agreement with L-3 Avionics Systems, Inc. for the SmartDeck^® integrated cockpit technologies to enhance our integrated cockpit capabilities for both original equipment manufacturer (OEM) and retrofit opportunities. We also divested non-core businesses operating as Pressure Systems, Inc., Muirhead Aerospace and Traxsys Input Products Limited. These acquisitions and divestitures are described in more detail in the “Overview” section of Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations contained in Item 7 of this report.

Our products have a long history in the aerospace and defense industry and are found on most military and commercial aircraft, helicopters, and land-based systems. For example, our products are used on the majority of active and in-production U.S. military aircraft and on every Boeing commercial aircraft platform manufactured in the past 65 years. In addition, our products are supplied to Airbus, all of the major regional and business jet manufacturers, and the major aircraft engine manufacturers. We differentiate ourselves through our engineering and manufacturing capabilities and our reputation for safety, quality, on-time delivery, reliability, and innovation – all embodied in the Esterline Performance System, our way of approaching business that helps ensure all employees are focused on continuous improvement. Safety of our operations is a critical factor in our business, and, accordingly, we incorporate applicable regulatory guidance in the design of our facilities and the training of our employees using a behavior-based approach that focuses on safety-designed work habits and on-going safety audits. We work closely with OEMs on new, highly engineered product designs which often results in our products being designed into their platforms; this integration often results in sole-source positions for OEM production and aftermarket business. In fiscal 2011, approximately 35% of our sales to commercial and military aerospace customers were derived from aftermarket business. Our aftermarket sales, including retrofits, spare parts, and repair services, historically carry a higher gross margin than sales to OEMs. In many cases, aftermarket sales extend well beyond the OEM production period, supporting the platform during its entire life cycle.

Our sales are diversified across three broad markets: defense, commercial aerospace, and general industrial. For fiscal 2011, approximately 40% of our sales were from the defense market, 45% from the commercial aerospace market, and 15% from the general industrial market.

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(b)  Financial Information About Industry Segments.

A summary of net sales to unaffiliated customers, operating earnings and identifiable assets attributable to our business segments for fiscal years 2011, 2010, and 2009 is reported in Note 17 to the Company’s Consolidated Financial Statements for the fiscal year ended October 28, 2011, and appears in Item 8 of this report.

(c)  Narrative Description of Business.

Avionics & Controls

Our Avionics & Controls business segment includes avionics systems, control systems, interface technologies and communication systems capabilities. Avionics systems designs and develops cockpit systems integration and avionics subsystems for commercial and military applications. Control systems designs and manufactures technology interface systems for military and commercial aircraft and land- and sea-based military vehicles. Interface technologies manufactures and develops custom control panels and input systems for medical, industrial, military and casino gaming industries. Communication systems designs and manufactures military audio and data products for severe battlefield environments, embedded communication intercept receivers for signal intelligence applications, as well as communication control systems to enhance security and aural clarity in military applications. We are a market leader in global positioning systems (GPS), head-up displays, enhanced vision systems, and electronic flight management systems that are used in a broad variety of control and display applications. In addition, we develop, manufacture and market sophisticated high reliability technology interface systems for commercial and military aircraft. These products include lighted push-button and rotary switches, keyboards, lighted indicators, panels and displays. Over the years, our products have been integrated into many existing aircraft designs, including every Boeing commercial aircraft platform currently in production. Our large installed base provides us with a significant spare parts and retrofit business. We are a Tier 1 supplier on the B-787 program to design and manufacture all of the cockpit overhead panels and embedded software for these systems. 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. For example, we are a leading manufacturer of pilot control grips for most types of military fighter jets and helicopters. Additionally, our software engineering center supports our customers’ needs with such applications as primary flight displays, flight management systems, air data computers and engine control systems.

Our proprietary products meet critical operational requirements and provide customers with significant technological advantages in such areas as night vision compatibility and 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 platforms ranging from military helicopters, fighters and transports, to commercial wide- and narrow-body, regional and business jets. In fiscal 2011, some of our largest customers for these products included BAE Systems, The Boeing Company, Canadian Commercial Corp., Hawker Beechcraft, Honeywell, Thales, Lockheed Martin, Rockwell Collins, and Sikorsky.

We also manufacture a full line of keyboard, switch and input technologies for specialized medical equipment, communication systems and comparable equipment for military applications. These products include custom keyboards, keypads, and input devices that integrate cursor control devices, bar-code scanners, displays, video, and voice activation. We also produce instruments that are used for point-of-use and point-of-care diagnostics. We have developed a wide variety of technologies, including plastic and vinyl membranes that protect high-use switches and fully depressible buttons, and backlit elastomer switch coverings that are resistant to exposure from harsh chemicals. These technologies now serve as the foundation for a small but growing portion of our product line. In fiscal 2011, some of our largest customers for these products included Alere, Applied Quality Communications, Dictaphone, Frymaster, General Electric, Jabil Circuit, Philips, Roche, Siemens, and WMS.

In addition, we design and manufacture ruggedized military personal communication equipment, primarily headsets. We are the sole supplier of Active Noise Reduction (ANR) headsets to the British Army’s tracked and wheeled vehicle fleets under the Bowman communication system program. In the U.S., we supply ANR headsets to the U.S. Army’s tracked and wheeled vehicle fleets under the Vehicle Intercom System (VIS) and VIS-X programs comprising over 200,000 vehicles, and we are the sole supplier to the U.S. Marine Corps for their MRAP fleet. We are also the sole ANR headset supplier to the Canadian Army. We have a long-standing relationship with armies around the world including forces in India, Australia, Spain, and Saudi Arabia. We design and manufacture signals intelligence and communications intelligence (SIGINT/COMINT) receiver hardware for the airborne intelligence, surveillance and reconnaissance (ISR) market. These products incorporate modern, open-architecture software/firmware configurable designs, are deployed on a wide range of U.S. and foreign manned airborne platforms, and on such next generation unmanned platforms as the Northrop Grumman Global Hawk and General Atomics Reaper and Predator. In fiscal 2011, some of our largest customers for these products

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included Northrop Grumman, L-3 Communications, Lockheed Martin, Simex Defense, the British Ministry of Defence (MoD), and The Boeing Company.

Sensors & Systems

Our Sensors & Systems business segment includes power systems, connection technologies and advanced sensors capabilities. We develop and manufacture high-precision temperature, pressure and speed sensors principally for aerospace and defense customers, electrical interconnection systems for severe environments for aerospace, defense, geophysics & marine, and nuclear customers, electrical power switching, control and data communication devices, and other related systems principally for aerospace and defense customers. We are the sole-source supplier of temperature probes for use on all versions of the General Electric/Snecma CFM-56 jet engine. The CFM-56 jet engine has an installed base of 22,000, is standard equipment on new generation B-737 aircraft and was selected as the engine for approximately 50% of all Airbus aircraft delivered to date. We were contracted to design and manufacture the B-787’s sensors for the environmental control system, and provide the primary power distribution assembly for the Airbus A400M military transport. Additionally, we have secured a Tier 1 position with Rolls-Royce for the complete suite of sensors for the engines that will power the A400M and A350. We design and manufacture micro packaging, planet probe interconnectors, launcher umbilicals, and composite connectors for the B-787. Unique electrical interconnection products account for about 75% of our connection technologies sales and standard products qualified to customer standards or military specifications account for 25% of sales. The principal customers for our products in this business segment are jet engine manufacturers, airframe and industrial manufacturers. In fiscal 2011, some of our largest customers for these products included Avent, The Boeing Company, Bombardier, Dassault, Flame, General Electric, Honeywell, Rolls-Royce, Pratt & Whitney, and SAFRAN.

Advanced Materials

Our Advanced Materials business segment includes engineered materials and defense technologies capabilities. We develop and manufacture high-performance elastomer products used in a wide range of commercial aerospace, space, and military applications, and highly engineered thermal components for commercial aerospace and industrial applications. We also develop and manufacture combustible ordnance and countermeasures for military applications.

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 clamping devices, thermal fire barrier insulation products, sealing systems, tubing and coverings designed in custom-molded shapes. Some of the products include proprietary elastomers that are specifically designed for use on or near a jet engine. We are a leading U.S. supplier of high-performance elastomer products to the aerospace industry, with our primary customers for these products being jet and rocket engine manufacturers, commercial and military airframe manufacturers, as well as commercial airlines. In fiscal 2011, some of the largest customers for these products included Alliant Techsystems, The Boeing Company, Honeywell, KAPCO, Lockheed Martin, Northrop Grumman, and Pattonair. We also develop and manufacture high temperature lightweight metallic insulation systems for aerospace and marine applications. Our commercial aerospace programs include the B-737, A320, and A380 series aircraft and the V2500 and BR710 engines. Our insulation material is used on diesel engine manifolds for earthmoving and agricultural applications. In addition, we specialize in the development of thermal protection for fire, nuclear, and petro-chemical industries. We design and manufacture high temperature components for industrial and marine markets. Our manufacturing processes consist of cutting, pressing, and welding stainless steel, Inconel and titanium fabrications. In fiscal 2011, some of the largest customers of these products included The Boeing Company, B/E Aerospace, Goodrich, GKN Aerospace, KAPCO, Lockheed Martin, Northrop Grumman, Pattonair, Petrofac Engineering & Construction, Rolls-Royce, Short Brothers, and Spirit AeroSystems.

Ordnance and Countermeasure Applications. We develop and manufacture combustible ordnance and warfare countermeasure devices for military customers. We manufacture molded fiber cartridge cases, mortar increments, igniter tubes and other combustible ordnance components primarily for the U.S. Department of Defense. Safety of our operations is a critical factor in manufacturing ordnance and countermeasures, and accordingly, we incorporate applicable regulatory guidance in the design of our facilities and in the training of our employees. As part of our behavior-based approach to training, employees learn safety-designed work habits and perform on-going safety audits. We also monitor safety metrics to ensure compliance. We are currently the sole supplier of combustible casings utilized by the U.S. Armed Forces. Sales are made either directly to the U.S. Department of Defense or through prime contractors, Alliant Techsystems and General Dynamics. These products include the combustible case for 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 and Marine Corps’ M1-A1/2 tanks, and the 60mm, 81mm and 120mm combustible mortar increments. We are one of two suppliers to the U.S. Army of infrared decoy flares used by aircraft to help protect against radar and infrared guided missiles. Additionally, we

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are a supplier of infrared decoy flares to the MoD and other international defense agencies. We are currently the only supplier of radar countermeasures to the U.S. Army.

A summary of product lines contributing sales of 10% or more of total sales for fiscal years 2011, 2010, and 2009 is reported in Note 17 to the Consolidated Financial Statements for the fiscal year ended October 28, 2011, and appears in Item 8 of this report.

Marketing and Distribution

We believe that a key to continued success is our ability to meet customer requirements both domestically and internationally. We have and will continue to improve our world-wide sales and distribution channels in order to provide wider market coverage and to improve the effectiveness of our customers’ supply chain. For example, our medical device assembly operation in Shanghai, China, serves our global medical customers, our service center in Singapore improves our capabilities in Asia for our temperature sensor customers, our marketing representative office in Bangalore, India, facilitates marketing opportunities in India, and our marketing representative office in Beijing, China, facilitates marketing opportunities in China. Other enhancements include combining sales and marketing forces of our operating units where appropriate, cross-training our sales representatives on multiple product lines, and cross-stocking our spares and components.

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 international sales efforts, as well as through manufacturer representatives and selected distributors. As of October 28, 2011, 376 sales people, 290 representatives, and 259 distributors support our operations internationally.

Backlog

Backlog was $1.3 billion at October 28, 2011, compared with $1.1 billion at the end of October 29, 2010. We estimate that approximately $352.8 million of backlog is scheduled to be shipped after fiscal 2012.

Backlog is subject to cancellation until delivered, and therefore, we cannot assure that our 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. Except for the released portion, backlog also does not include fixed-price multi-year contracts.

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. Some of our competitors are also our customers on certain programs. The principal competitive factors in the commercial markets in which we participate are product performance, on-time delivery, service and price. Part of product performance requires expenditures in research and development that lead to product improvement. The market for many of our products may be affected by rapid and significant technological changes and new product introductions. Our principal competitors include Astronautics, BAE, Bose, ELBIT, EMS, Eaton, GE Aerospace, Honeywell, IAI, L-3, Otto Controls, RAFI, Rockwell Collins, SELEX, Telephonics, Thales, Ultra Electronics, Universal Avionics Systems Corporation, and Zodiac in our Avionics & Controls segment; Ametek, Amphenol, Eaton, Goodrich, Hamilton Sundstrand, MPC Products, Meggitt, STPI-Deutsch, Tyco, and Zodiac in our Sensors & Systems segment; and Chemring, Doncasters, Hitemp, J&M, JPR Hutchinson, Kmass, Meggitt (including Dunlop Standard Aerospace Group), Rheinmetall, Trelleborg, ULVA, and UMPCO in our Advanced Materials segment.

Research and Development

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 2011, we expended approximately $94.5 million for research, development and engineering, compared with $69.8 million in fiscal 2010 and $64.5 million in fiscal 2009. We believe continued product development is key to our long-term growth, and consequently, we consistently invest in research and development. Examples include research and development projects relating to advanced vision systems, SmartDeck^® integrated flight control and display system, avionics control panels, A350 engine sensors, high temperature, low observable material for military applications,

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and spectral countermeasure flares for military applications. We actively participate in customer-funded research and development programs, including applications on C-130 cockpit upgrades, P-8 aircraft and power systems for the HH-47 Chinook helicopter and A400M.

Foreign Operations

Our principal foreign operations consist of manufacturing facilities located in France, Germany, Canada, the United Kingdom, India, Morocco, the Dominican Republic, Mexico and China, and include sales and service operations located in Brazil, Singapore, and China. For further information regarding foreign operations, see Note 17 to the Consolidated Financial Statements under Item 8 of this report.

U.S. Government Contracts and Subcontracts

As a contractor and subcontractor to the U.S. government (primarily the U.S. Department of Defense), we are subject to various laws and regulations that are more restrictive than those applicable to private sector contractors. Approximately 10% of our sales were made directly to the U.S. government in fiscal 2011. In addition, we estimate that our subcontracting activities to contractors for the U.S. government accounted for approximately 20% of sales during fiscal 2011. In total, we estimate that approximately 30% of our sales during the fiscal year were subject to U.S. government contracting regulations. 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.

Historically, our U.S. government contracts and subcontracts have been predominately fixed-price contracts. Generally, fixed-price contracts offer higher margins than cost-plus contracts in return for accepting the risk that increased or unexpected costs may reduce anticipated profits or cause us to sustain losses on the 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 U.S. Department of Defense. 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 material fixed-price contracts have 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, lean operational excellence including superior lead-time, on-time delivery performance and quality, and customer relationships to maintain competitive advantage.

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.

Sources and Availability of Raw Materials and Components

The sources and availability of certain raw materials and components are not as critical as they would be for manufacturers of a single product line, due to our vertical integration and diversification. 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.

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 or past spills, disposals or other releases of hazardous substances.

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At various times 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 on 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 have accrued liabilities for environmental remediation costs expected to be incurred by our operating facilities. Environmental exposures are provided for at the time they are known to exist or are considered reasonably probable and estimable.

Employees

We had 12,114 employees at October 28, 2011, of which 5,358 were based in the United States, 4,110 in Europe, 1,091 in Canada, 600 in Mexico, 443 in Asia, 347 in Morocco and 165 in the Dominican Republic. Approximately 12% of the U.S.-based employees were represented by a labor union. Our European operations are subject to national trade union agreements and to local regulations governing employment.

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

See risk factor below entitled “Political and economic changes in foreign countries and markets, including foreign currency fluctuations, may have a material effect on our operating results” under Item 1A of this report and Note 17 to the Consolidated Financial Statements under Item 8 of this report.

(e)  Available Information of the Registrant.

You can access financial and other information on our Web site, www.esterline.com. We make available through our Web site, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the Securities and Exchange Commission (SEC). The SEC also maintains a Web site at www.sec.gov, which contains reports, proxy and information statements, and other information regarding public companies, including Esterline. Any reports filed with the SEC may also be obtained from the SEC’s Reference Room at 100 F Street, NE, Washington, DC 20549. Our Corporate Governance Guidelines and charters for our board committees are available on our Web site, www.esterline.com on the Corporate Governance tab, and our Code of Business Conduct and Ethics, which includes a code of ethics applicable to our accounting and financial employees, including our Chief Executive Officer and Chief Financial Officer, is available on our Web site at www.esterline.com on the Corporate Governance tab. Each of these documents is also available in print (at no charge) to any shareholder upon request. Our Web site and the information contained therein or connected thereto are not incorporated by reference into this Form 10-K.

Executive Officers of the Registrant

The names and ages of all executive officers of the Company and the positions and offices held by such persons as of December 12, 2011, are as follows:

Name	Position with the Company	Age
R. Bradley Lawrence	President and Chief Executive Officer	64
Robert D. George	Vice President, Chief Financial Officer,
	Corporate Development and Secretary	55
Alain M. Durand	Group Vice President	44
Frank E. Houston	Senior Group Vice President	60
Stephen R. Larson	Vice President, Strategy & Technology	67
Marcia J. Mason	Vice President, Human Resources	59
Albert S. Yost	Group Vice President and Treasurer	46

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Mr. Lawrence has been President and Chief Executive Officer since November 2009. Prior to that time, he was President and Chief Operating Officer since July 2009 and Group Vice President since January 2007. From September 2002 to January 2007, he was President of Advanced Input Systems, a subsidiary of the Company. Mr. Lawrence has an M.B.A. from the University of Pittsburgh and a B.S. degree in Business Administration from Pennsylvania State University.

Mr. George has been Vice President, Chief Financial Officer, Corporate Development and Secretary since July 2011. Prior to that time, he was Vice President, Chief Financial Officer, Secretary and Treasurer since July 1999. 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.

Mr. Durand has been Group Vice President since June 2011. Prior to that time, he was President of the Advanced Sensors business platform from May 2007 to June 2011. From July 2004 to May 2007, he was President of Auxitrol Technologies, a subsidiary of the Company. Mr. Durand has an M.B.A. from Ecole Supérieure de Commerce in Reims, France, and a Mechanical Engineering degree from Ecole Catholique d’Arts et Métiers in Lyons, France.

Mr. Houston has been Senior Group Vice President since December 2009. Prior to that time, he was Group Vice President since March 2005. Mr. Houston has an M.B.A. from the University of Washington and a B.A. degree in Political Science from Seattle Pacific University.

Mr. Larson has been Vice President, Strategy & Technology since January 2000. Mr. Larson has an M.B.A. from the University of Chicago and a B.S. degree in Electrical Engineering from Northwestern University.

Ms. Mason has been Vice President, Human Resources since March 1993. Ms. Mason has a J.D. degree from Northwestern University School of Law and a B.A. degree in Political Science from Portland State University.

Mr. Yost has been Group Vice President and Treasurer since July 2011. Prior to that time, he was Group Vice President since November 2009. Previously, he was President of Advanced Input Systems, a subsidiary of the Company from January 2007, and held management responsibilities for Esterline’s Interface Technologies business platform from May 2007. From April 2002 to April 2007, he was Director of Finance for Advanced Input Systems. Mr. Yost has an M.B.A. from Utah State University and a B.A. degree in Economics from Brigham Young University.

Forward-Looking Statements

This annual report on Form 10-K includes forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report under the headings “Risks Relating to Our Business and Our Industry,” “Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations” and “Business” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this report under the headings “Risks Relating to Our Business and Our Industry,” “Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations” and “Business” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations are:

— A significant downturn in the aerospace industry;

— A significant reduction in defense spending;

— A decrease in demand for our products as a result of competition, technological innovation or otherwise;

— Our inability to integrate acquired operations or complete acquisitions; and

— Loss of a significant customer or defense program.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included or incorporated by reference into this report are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

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Item 1A.  Risk Factors

Risks Relating to Our Business and Our Industry

A recurrent global recession may adversely affect our access to capital, cost of capital, and business operations.

If the global recession recurs, our future cost of debt and equity capital could be adversely affected. Any inability to obtain adequate financing from debt and equity sources could force us to self fund strategic initiatives or even forgo some opportunities, potentially harming our financial position, results of operations, and liquidity.

Economic conditions may impair our customers’ business and markets, which could adversely affect our business operations.

In the event of a recurrent global recession in the United States and other parts of the world, customers may choose to delay or postpone purchases from us until the economy and their businesses strengthen. Decisions by current or future customers to forgo or defer purchases and/or our customers’ inability to pay us for our products may adversely affect our earnings and cash flow.

Implementing our acquisition strategy involves risks, and our failure to successfully implement this strategy could have a material adverse effect on our business.

One of our key strategies is to grow our business by selectively pursuing acquisitions. Since 1996 we have completed over 30 acquisitions, and we are continuing to actively pursue additional acquisition opportunities, some of which may be material to our business and financial performance. Although we have been successful with this strategy in the past, we may not be able to grow our business in the future through acquisitions for a number of reasons, including:

— Acquisition financing not being available on acceptable terms or at all;

— Encountering difficulties identifying and executing acquisitions;

— Increased competition for targets, which may increase acquisition costs;

— Consolidation in our industry reducing the number of acquisition targets; and

— Competition laws and regulations preventing us from making certain acquisitions.

In addition, there are potential risks associated with growing our business through acquisitions, including the failure to successfully integrate and realize the expected benefits of an acquisition. For example, with any past or future acquisition, there is the possibility that:

— The business culture of the acquired business may not match well with our culture;

— Technological and product synergies, economies of scale and cost reductions may not occur as expected;

— Management may be distracted from overseeing existing operations by the need to integrate acquired businesses;

— We may acquire or assume unexpected liabilities;

— Unforeseen difficulties may arise in integrating operations and systems;

— We may fail to retain and assimilate employees of the acquired business;

— We may experience problems in retaining customers and integrating customer bases; and

— Problems may arise in entering new markets in which we may have little or no experience.

Failure to continue implementing our acquisition strategy, including successfully integrating acquired businesses, could have a material adverse effect on our business, financial condition and results of operations.

Our future financial results could be adversely impacted by asset impairment charges.

We are required to test both acquired goodwill and other indefinite-lived intangible assets for impairment on an annual basis based upon a fair value approach, rather than amortizing them over time. We have chosen to perform our annual impairment reviews of goodwill and other indefinite-lived intangible assets during the fourth quarter of each fiscal year. We also are required to test goodwill for impairment between annual tests if events occur or circumstances change that would more likely than not reduce our enterprise fair value below its book value. These events or circumstances could include a significant change in the business climate, including a significant sustained decline in an entity’s market value, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business, or other factors. If the fair market value is less than the book value of goodwill, we could be required to record an impairment charge. The valuation of reporting units requires judgment in estimating future cash flows, discount rates and estimated product life cycles. In making these judgments, we evaluate the financial health of the business, including such factors as industry performance, changes in technology and operating cash flows.

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As we have grown through acquisitions, we have accumulated $1.2 billion of goodwill, and have $48.8 million of indefinite-lived intangible assets, out of total assets of $3.4 billion at October 28, 2011. As a result, the amount of any annual or interim impairment could be significant and could have a material adverse effect on our reported financial results for the period in which the charge is taken. We performed our impairment review for fiscal 2011 as of July 30, 2011, and our Step One analysis indicates that no impairment of goodwill and other indefinite-lived assets exists at any of our reporting units.

A long-lived asset to be disposed of is reported at the lower of its carrying amount or fair value less cost to sell. An asset (other than goodwill and indefinite-lived intangible assets) is considered impaired when estimated future undiscounted 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 estimated discounted future cash flows. As we have grown through acquisitions, we have accumulated $645.1 million of definite-lived intangible assets. As a result, the amount of any annual or interim impairment could be significant and could have a material adverse effect on our reported financial results for the period in which the charge is taken.

The amount of debt we have outstanding, as well as any debt we may incur in the future, could have an adverse effect on our operational and financial flexibility.

As of October 28, 2011, we had approximately $1.0 billion of debt outstanding, which is long-term debt. Under our existing secured credit facility, we have a $460 million revolving line of credit and a €125 million term loan (Euro Term Loan). Up to $100.0 million in letters of credit may be drawn in U.K. pounds or euros in addition to U.S. dollars. The credit facility is secured by substantially all of the Company’s assets and interest is based on standard inter-bank offering rates. In addition, we have unsecured foreign currency credit facilities that have been extended by foreign banks for up to $32.5 million. Available credit under the above credit facilities was $122.4 million at October 28, 2011, reflecting bank borrowings of $365.0 million and letters of credit of $5.1 million.

We also have outstanding $175.0 million 6.625% senior notes due in March 2017 and $250.0 million 7.0% senior notes due in August 2020. The indentures governing those notes and other debt agreements limit, but do not prohibit, us from incurring additional debt in the future. Our level of debt could have significant consequences to our business, including the following:

— Depending on interest rates and debt maturities, a substantial portion of our cash flow from operations could be dedicated to paying principal and interest on our debt, thereby reducing funds available for our acquisition strategy, capital expenditures or other purposes;

— A significant amount of debt could make us more vulnerable to changes in economic conditions or increases in prevailing interest rates;

— Our ability to obtain additional financing for acquisitions, capital expenditures or for other purposes could be impaired;

— The increase in the amount of debt we have outstanding increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specified financial ratios; and

— We may be more leveraged than some of our competitors, which may result in a competitive disadvantage.

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

Some of our operations are dependent on a relatively small number of customers and aerospace and defense programs, which change from time to time. Significant customers in fiscal 2011 included The Boeing Company, Hawker Beechcraft, Flame, General Electric, Honeywell, Lockheed Martin, Northrop Grumman, Rolls-Royce, Sikorsky, and the U.S. Department of Defense. There can be no assurance that our current significant customers will continue to buy our products at current levels. The loss of a significant customer or the cancellation of orders related to a sole-source defense program could have a material adverse effect on our operating results if we were unable to replace the related sales.

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

Our business is susceptible to seasonality and economic cycles, and as a result, our operating results have fluctuated widely in the past and are likely to continue to do so. Our revenue tends to fluctuate based on a number of factors, including domestic and foreign economic conditions and developments affecting the specific industries and customers we serve. For example, it is possible that the recession could recur and result in a more severe downturn in commercial aviation and

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defense. It is also 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 or senior notes 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 our future performance.

Political and economic changes in foreign countries and markets, including foreign currency fluctuations, may have a material effect on our operating results.

Foreign sales were approximately 45% of our total sales in fiscal 2011, and we have manufacturing facilities in a number of foreign countries. A substantial portion of our Avionics & Controls operations is based in Canada and the U.K., and a substantial portion of our Sensors & Systems operations is based in the U.K. and France. We also have manufacturing operations in the Dominican Republic, India, Mexico, China, and Morocco. Doing business in foreign countries is subject to numerous risks, including political and economic instability, restrictive trade policies of foreign governments, economic conditions in local markets, health concerns, inconsistent product regulation or unexpected changes in regulatory and other legal requirements 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, primarily the Canadian dollar, U.K. pound and euro, that are not offset by liabilities denominated in those 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.

We are subject to numerous regulatory requirements, which could adversely affect our business.

Among other things, we are subject to the Foreign Corrupt Practices Act, or FCPA, and the U.K. Bribery Act which generally prohibit companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. In particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to the FCPA or the U.K. Bribery Act. Any determination that we have violated the FCPA or the U.K. Bribery Act could result in sanctions that could have a material adverse effect on our business, financial condition and results of operations.

We are also subject to a variety of international laws, as well as U.S. export laws and regulations, such as the International Traffic in Arms Regulations (ITAR), which generally restrict the export of defense products, technical data and defense services. We have filed voluntary disclosure reports in fiscal 2011 at certain U.S. operating units and voluntarily reported certain technical violations of U.S. export laws and regulations. We are enhancing our internal and external auditing compliance program. While management believes that this increased oversight is adequate to address the technical violations, the impact of filing these voluntary disclosure statements covering technical violations, as well as compliance with these laws and regulations and any changes thereto, are difficult to predict. The costs of compliance including penalties, any failure to comply, and any changes to such laws and regulations could adversely affect our operations in the future.

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

The aerospace industry is cyclical in nature and affected by periodic downturns that are beyond our control. The principal customers for manufacturers of commercial aircraft are the commercial and regional airlines, which can be adversely affected by a number of factors, including a recession, increasing fuel and labor costs, intense price competition, outbreak of infectious disease and terrorist attacks, as well as economic cycles, all of which can be unpredictable and are outside our control. Any decrease in demand resulting from a downturn in the market could adversely affect our business, financial condition and results of operations.

Reductions in defense spending could adversely affect our business.

Approximately 40% of our business is dependent on defense spending. The defense 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, which represents a significant portion of world-wide defense expenditures. The war on terror has increased the level of equipment expenditures by the U.S. armed forces. This level of spending may not be sustainable in light of government spending priorities by the U.S. and the winding down of U.S. armed forces operations in Iraq and Afghanistan. In addition, as a result of the failure of the Joint Select Committee on Deficit Reduction (Super Committee) to agree on a deficit reduction plan, mandatory reductions in defense are required under the Budget Control Act. The extent and scope of these cuts is difficult to assess at this time. Any decrease in demand for new aircraft and equipment or use of existing aircraft and equipment 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.

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We may not be able to compete effectively.

Our products and services are affected by varying degrees of competition. We compete with other companies and divisions and units of larger companies in most markets we serve, many of which have greater sales volumes or financial, technological or marketing resources than we do. Our principal competitors include: Astronautics, BAE, Bose, ECE, ELBIT, EMS, Eaton, GE Aerospace, Honeywell, IAI, L-3, Otto Controls, RAFI, Rockwell Collins, SELEX, Telephonics, Thales, Ultra Electronics, and Universal Avionics Systems Corporation in our Avionics & Controls segment; Ametek, Amphenol, Eaton, ECE, Goodrich, Hamilton Sundstrand, MPC Products, Meggitt, STPI-Deutsch, and Tyco in our Sensors & Systems segment; and Chemring, Doncasters, Hitemp, J&M, JPR Hutchinson, Kmass, Meggitt (including Dunlop Standard Aerospace Group), Rheinmetall, Trelleborg, ULVA, and UMPCO in our Advanced Materials segment. The principal competitive factors in the commercial markets in which we participate are product performance, service and price. Maintaining product performance requires expenditures in research and development that lead to product improvement and new product introduction. Companies with more substantial financial resources may have a better ability to make such expenditures. We cannot assure that we will be able to continue to successfully compete in our markets, which could adversely affect our business, financial condition and results of operations.

Our backlog is subject to modification or termination, which may reduce our sales in future periods.

We currently have a backlog of orders based on our contracts with customers. Under many of our contracts, our customers may unilaterally modify or terminate their orders at any time. In addition, the maximum contract value specified under a government contract awarded to us is not necessarily indicative of the sales that we will realize under that contract. For example, we are a sole-source prime contractor for many different military programs with the U.S. Department of Defense. We depend heavily on the government contracts underlying these programs. Over its lifetime, a program may be implemented by the award of many different individual contracts and subcontracts. The funding of government programs is subject to congressional appropriation.

Changes in defense procurement models may make it more difficult for us to successfully bid on projects as a prime contractor and limit sole-source opportunities available to us.

In recent years, the trend in combat system design and development appears to be evolving toward the technological integration of various battlefield components, including combat vehicles, command and control network communications, advanced technology artillery systems and robotics. If the U.S. military procurement approach continues to require this kind of overall battlefield combat system integration, we expect to be subject to increased competition from aerospace and defense companies which have significantly greater resources than we do. This trend could create a role for a prime contractor with broader capabilities that would be responsible for integrating various battlefield component systems and potentially eliminating or reducing the role of sole-source providers or prime contractors of component weapon systems.

We may lose money or generate less than expected profits on our fixed-price contracts.

Our customers set demanding specifications for product performance, reliability and cost. Some of our government contracts and subcontracts provide for a predetermined, fixed price for the products we make regardless of the costs we incur. Therefore, we must absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing these contracts and in projecting the ultimate level of sales that we may achieve. Our failure to anticipate technical problems, estimate costs accurately, integrate technical processes effectively or control costs during performance of a fixed-price contract may reduce the profitability of a fixed-price contract or cause a loss. While we believe that we have recorded adequate provisions in our financial statements for losses on our fixed-price contracts as required under GAAP, we cannot assure that our contract loss provisions will be adequate to cover all actual future losses. Therefore, we may incur losses on fixed-price contracts that we had expected to be profitable, or such contracts may be less profitable than expected.

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

The rapid change of technology is a key feature of all of the markets in which our businesses operate. 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 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

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future. In addition, our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or noncompetitive. Furthermore, our products could become unmarketable if new industry standards emerge. We cannot assure that our existing products will not require significant modifications in the future to remain competitive or that new products we introduce will be accepted by our customers, nor can we assure 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.

Our business is subject to government contracting regulations, and our failure to comply with such laws and regulations could harm our operating results and prospects.

We estimate that approximately 30% of our sales in fiscal 2011 were attributable to contracts in which we were either the prime contractor to, or a subcontractor to a prime contractor to, the U.S. government. As a contractor and subcontractor to the U.S. government, we must comply with laws and regulations relating to the formation, administration and performance of federal government contracts that affect how we do business with our customers and may impose added costs to our business. For example, these regulations and laws include provisions that contracts we have been awarded are subject to:

— Protest or challenge by unsuccessful bidders; and

— Unilateral termination, reduction or modification in the event of changes in government requirements.

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 U.S. Department of Defense. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management attention. Our failure to comply with these or other laws and regulations could result in contract termination, suspension or debarment from contracting with the federal government, civil fines and damages, and criminal prosecution and penalties, any of which could have a material adverse effect on our operating results.

A significant portion of our business depends on U.S. government contracts, which are often subject to competitive bidding, and a failure to compete effectively or accurately anticipate the success of future projects could adversely affect our business.

We obtain many of our U.S. government contracts through a competitive bidding process that subjects us to risks associated with:

— The frequent need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and/or cost overruns;

— The substantial time and effort, including design, development and marketing activities, required to prepare bids and proposals for contracts that may not be awarded to us; and

— The design complexity and rapid rate of technological advancement of defense-related products.

In addition, in order to win the award of developmental programs, we must be able to align our research and development and product offerings with the government’s changing concepts of national defense and defense systems. The government’s termination of, or failure to fully fund, one or more of the contracts for our programs would have a negative impact on our operating results and financial condition. Furthermore, we serve as a subcontractor on several military programs that, in large part, involve the same risks as prime contracts.

Overall, we rely on key contracts with U.S. government entities for a significant portion of our sales and business. A substantial reduction in these contracts would materially adversely affect our operating results and financial position.

The airline industry is heavily regulated and if we fail to comply with applicable requirements, our results of operations could suffer.

Governmental agencies throughout the world, including the U.S. Federal Aviation Administration, or the FAA, prescribe standards and qualification requirements for aircraft components, including virtually all commercial airline and general aviation products, as well as regulations regarding the repair and overhaul of aircraft engines. Specific regulations vary from country to country, although compliance with FAA requirements generally satisfies regulatory requirements in other countries. 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. In order to sell our products, we and the products we manufacture must also be certified by our individual OEM customers. If any of the material authorizations or approvals qualifying us to supply our products is revoked or suspended, then the sale of the subject product would be prohibited by law, which would have an adverse effect on our business, financial condition and results of operations.

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From time to time, the FAA or equivalent regulatory agencies in other countries propose new regulations or changes to existing regulations, which are usually more stringent than existing regulations. If these proposed regulations are adopted and enacted, we may incur significant additional costs to achieve compliance, which could have a material adverse effect on our business, financial condition and results of operations.

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

Our future success depends to a significant degree upon the continued contributions of our senior management and our ability to attract and retain other highly qualified management personnel. We face competition for management from other companies and organizations. Therefore, we may not be able to retain our existing management personnel or fill new management positions or vacancies created by expansion or turnover at our existing compensation levels. Although we have entered into change of control agreements with some members of senior management, 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. Specifically, the loss of any of our executive officers would disrupt our operations and divert the time and attention of our remaining officers. Additionally, failure to attract and retain highly qualified management personnel would damage our business prospects.

If we are 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 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 either the patent application is published or a patent is issued, we may not be aware of third-party patents, patent applications and other intellectual property relevant to our products that may block our use of our intellectual property or may be used in third-party products that compete with our products and processes. In the event a competitor successfully challenges our products, processes, patents or licenses or claims that we have infringed upon their intellectual property, we could incur substantial litigation costs defending against such claims, be required to pay royalties, license fees or other damages or be barred from using the intellectual property at issue, any of which could have a material adverse effect on our business, 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 and consultants 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 of disclosure, they may not provide adequate remedies.

Future asbestos claims could harm our business.

We are subject to potential liabilities relating to certain products we manufactured containing asbestos. To date, our insurance has covered claims against us relating to those products. Commencing November 1, 2003, insurance coverage for asbestos claims has been unavailable. However, we continue to have some insurance coverage for exposure to asbestos contained in our products prior to that date.

As a result of the end of the NASA Space Shuttle program, manufacturing of rocket engine insulation material containing asbestos ceased in July 2010. In December 2011, we dismantled our facility used to manufacture the asbestos-based insulation for the Space Shuttle program. We have an agreement with the customer for indemnification for certain losses we may incur as a result of asbestos claims relating to a product we previously manufactured, but we cannot assure that this indemnification agreement will fully protect us from losses arising from asbestos claims.

To the extent we are not insured or indemnified for losses from asbestos claims relating to our products, asbestos claims could adversely affect our operating results and our financial condition.

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Environmental laws and regulations may subject us to significant liability.

Our business and our facilities are subject to a number of federal, state, local and foreign laws, regulations and ordinances governing, among other things, the use, manufacture, storage, handling and disposal of hazardous materials and certain waste products. Among these environmental laws are rules by which a current or previous owner or operator of land may be liable for the costs of investigation, removal or remediation of hazardous materials at such property. In addition, these laws typically impose liability regardless of whether the owner or operator knew of, or was responsible for, the presence of any hazardous materials. Persons who arrange for the disposal or treatment of hazardous materials may be liable for the costs of investigation, removal or remediation of such substances at the disposal or treatment site, regardless of whether the affected site is owned or operated by them.

The California Attorney General’s office filed a complaint against Kirkhill-TA, a subsidiary included in our Advanced Materials segment, with the Superior Court of California, Orange County, on behalf of California and the Santa Ana Regional Water Quality Control Board (Board) regarding discharge of industrial waste water from its Brea, California, facility into Fullerton Creek and Craig Lake. The Company reached a settlement with the Board of $1.9 million, including legal costs, in 2011. The full amount is recorded on the balance sheet as an accrued liability.

Because we own and operate a number of facilities that use, manufacture, store, handle or arrange for the disposal of various hazardous materials, we may incur costs for investigation, removal and remediation, as well as capital costs, associated with compliance with environmental laws. At the time of our asset acquisition of the Electronic Warfare Passive Expendables Division of BAE Systems North America (BAE), certain environmental remedial activities were required under a Part B Permit issued to the infrared decoy flare facility by the Arkansas Department of Environmental Quality under the Federal Resource Conservation and Recovery Act. The Part B Permit was transferred to our subsidiary, Armtec, along with the remedial obligations. Under the terms of the asset purchase agreement, BAE Systems agreed to perform and pay for these remedial obligations at the infrared decoy flare facility up to a maximum amount of $25.0 million. BAE is currently conducting monitoring activities as required under the asset purchase agreement. Although environmental costs have not been material in the past, we cannot assure that these matters, or any similar liabilities that arise in the future, will not exceed our resources, nor can we completely eliminate the risk of accidental contamination or injury from these materials.

An accident at our combustible ordnance or flare countermeasure operations could harm our business.

We are subject to potential liabilities in the event of an accident at our combustible ordnance and flare countermeasure operations. Our products are highly flammable during certain phases of the manufacturing process. Accordingly, our facilities are designed to isolate these operations from direct contact with employees. Our overall safety infrastructure is compliant with regulatory guidelines. In addition, we utilize hazard detection and intervention systems. Our employees receive safety training and participate in internal safety demonstrations. We continuously track safety effectiveness in relation to the U.S. Bureau of Labor Statistics, OSHA, and the HSE to help ensure performance is within industry standards. In addition, we perform on-going process safety hazards analysis, which is conducted by trained safety teams to identify risk areas that arise. We monitor progress through review of safety action reports that are produced as part of our operations. Although we believe our safety programs are robust and our compliance with our programs is high, it is possible for an accident to occur. For example, an explosion occurred in 2006 at our Wallop facility (causing a fatality, several minor injuries, and extensive damage to the facility). We are insured in excess of our deductible on losses from property, loss of business, and for personal liability claims from an accident. We may not be able to maintain insurance coverage in the future at an acceptable cost. Significant losses not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.

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. For example, our operations expose us to potential liabilities for personal injury or death as a result of the failure of an aircraft component that has been designed, manufactured or serviced by us. We may incur significant liability if product liability lawsuits against us are successful. While we believe our current general liability and product liability insurance is adequate to protect us from future product liability claims, we cannot assure that coverage will be adequate to cover all claims that may arise. Additionally, we may not be able to maintain insurance coverage in the future at an acceptable cost. Significant losses not covered by insurance or for which third-party indemnification is not available could have a material adverse effect on our business, financial condition and results of operations.

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Item 2.  Properties

The following table summarizes our properties that are greater than 100,000 square feet or related to a principal operation, including identification of the business segment, as of October 28, 2011:

Location	Type of Facility	Business Segment	Approximate     Square Footage		Owned or       Leased
Brea, CA	Office & Plant	Advanced Materials		329,000		Owned
Montréal, Canada	Office & Plant	Avionics & Controls		269,000		Owned
East Camden, AR	Office & Plant	Advanced Materials		262,000		Leased
Stillington, U.K.	Office & Plant	Advanced Materials		218,000		Owned
Everett, WA	Office & Plant	Avionics & Controls		216,000		Leased
Champagné, France	Office & Plant	Sensors & Systems		171,000		Owned
Coeur d’Alene, ID	Office & Plant	Avionics & Controls		140,000		Leased
Coachella, CA	Office & Plant	Advanced Materials		126,000		Owned
Marolles, France	Office & Plant	Sensors & Systems		124,000		Owned
Buena Park, CA	Office & Plant	Sensors & Systems		110,000		Owned*
Bourges, France	Office & Plant	Sensors & Systems		109,000		Owned
Wenatchee, WA	Office & Plant	Sensors & Systems		104,000		Leased
Farnborough, U.K.	Office & Plant	Sensors & Systems		103,000		Leased
Hampshire, U.K.	Office & Plant	Advanced Materials		103,000		Owned
Kent, WA	Office & Plant	Advanced Materials		103,000		Owned
Milan, TN	Office & Plant	Advanced Materials		96,000		Leased
Sylmar, CA	Office & Plant	Avionics & Controls		96,000		Leased
Valencia, CA	Office & Plant	Advanced Materials		88,000		Owned
Kanata, Canada	Office & Plant	Avionics & Controls		81,000		Leased
Gloucester, U.K.	Office & Plant	Advanced Materials		59,000		Leased

* The building is located on a parcel of land covering 16.1 acres that is leased by the Company.

In total, we own approximately 2,100,000 square feet and lease approximately 2,100,000 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 28, 2011.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Price of Esterline Common Stock

In Dollars

For Fiscal Years	2011			2010
	High	Low		High	Low
Quarter
First	$   73.49		$   56.61	$   44.27		$   36.75
Second	73.46		64.93	57.86		37.69
Third	82.28		69.54	57.55		44.65
Fourth	78.04		47.48	60.99		43.58

Principal Market – New York Stock Exchange

At the end of fiscal 2011, there were approximately 369 holders of record of the Company’s common stock. On December 19, 2011, there were 359 holders of record of our common stock.

No cash dividends were paid during fiscal 2011 and 2010. We are restricted from paying dividends under our current secured credit facility, and we do not anticipate paying any dividends in the foreseeable future.

The following graph shows the performance of the Company’s common stock compared to the S&P 500 Index, the S&P MidCap 400 Index, and the S&P 400 Aerospace & Defense Index for a $100 investment made on October 27, 2006.

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Item 6.  Selected Financial Data

Selected Financial Data

In Thousands, Except Per Share Amounts

For Fiscal Years	2011			2010			2009			2008			2007
Operating Results1
Net sales	$	1,717,985		$	1,526,601		$	1,407,459		$	1,462,196		$	1,188,745
Cost of sales		1,128,265			1,010,390			954,161			981,934			824,326
Selling, general and administrative		304,154			258,290			235,483			234,451			195,641
Research, development and engineering		94,505			69,753			64,456			85,097			65,438
Other (income) expense		(6,853	)		(8	)		7,970			86			24
Insurance recovery		0			0			0			0			(37,467	)
Interest income		(1,615	)		(960	)		(1,634	)		(4,373	)		(3,085	)
Interest expense		40,216			33,181			28,689			29,922			35,298
Loss on extinguishment of debt		831			1,206			0			0			1,100
Gain on derivative financial instrument		0			0			0			(1,850	)		0
Income from continuing operations before income taxes		158,482			154,749			118,334			136,929			107,470
Income tax expense		24,938			24,504			12,549			25,288			21,403
Income from continuing operations including noncontrolling interests		133,544			130,245			105,785			111,641			86,067
Income (loss) from discontinued operations attributable to Esterline, net of tax		(47	)		11,881			14,230			9,275			6,370
Net earnings attributable to Esterline		133,040			141,920			119,798			120,533			92,284
Earnings per share attributable to Esterline – diluted:
Continuing operations	$	4.27		$	4.27		$	3.52		$	3.72		$	3.27
Discontinued operations		0.00			0.39			0.48			0.31			0.25
Earnings per share attributable to Esterline – diluted		4.27			4.66			4.00			4.03			3.52

¹  Operating results reflect the segregation of continuing operations from discontinued operations. See Note 2 to the Consolidated Financial Statements. Operating results include the acquisitions of Souriau in July 2011, Eclipse in December 2010, Racal Acoustics in January 2009, NMC in December 2008, and CMC Electronics, Inc. (CMC) in March 2007. See Note 15 to the Consolidated Financial Statements.

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Selected Financial Data

In Thousands, Except Per Share Amounts

For Fiscal Years	2011			2010			2009			2008			2007
Financial Structure
Total assets	$	3,378,586		$	2,587,738		$	2,314,247		$	1,922,102		$	2,039,059
Credit facilities		360,000			0			0			0			0
Long-term debt, net		660,028			598,972			520,158			388,248			455,002
Total Esterline shareholders’ equity		1,562,835			1,412,796			1,253,021			1,026,341			1,121,826
Weighted average shares outstanding – diluted		31,154			30,477			29,951			29,908			26,252
Other Selected Data
Cash flows provided (used) by operating activities	$	192,429		$	179,801		$	156,669		$	118,893		$	121,724
Cash flows provided (used) by investing activities		(869,021	)		(20,719	)		(250,357	)		(30,139	)		(382,340	)
Cash flows provided (used) by financing activities		436,420			84,260			103,515			(63,278	)		361,914
Net increase (decrease) in cash		(237,085	)		245,326			16,149			13,576			104,431
EBITDA from continuing operations 2		280,926			257,815			214,553			223,443			192,974
Capital expenditures 3		49,507			45,417			58,694			38,785			29,145
Interest expense		40,216			33,181			28,689			29,922			35,298
Depreciation and amortization from continuing operations		83,012			69,639			69,164			62,815			52,191

²  EBITDA from continuing operations is a measurement not calculated in accordance with GAAP. We define EBITDA from continuing operations as operating earnings from continuing operations plus depreciation and amortization (excluding amortization of debt issuance costs). We do not intend EBITDA from continuing operations to represent cash flows from continuing operations or any other items calculated in accordance with GAAP, or as an indicator of Esterline’s operating performance. Our definition of EBITDA from continuing operations may not be comparable with EBITDA from continuing operations as defined by other companies. We believe EBITDA is commonly used by financial analysts and others in the aerospace and defense industries and thus provides useful information to investors. Our management and certain financial creditors use EBITDA as one measure of our leverage capacity and debt servicing ability, and is shown here with respect to Esterline for comparative purposes. EBITDA is not necessarily indicative of amounts that may be available for discretionary uses by us. The following table reconciles operating earnings from continuing operations to EBITDA from continuing operations.

³  Excludes capital expenditures accounted for as a capitalized lease obligation of $8,139, $28,202, and $7,981 in fiscal 2010, 2009, and 2008, respectively.

In Thousands

For Fiscal Years	2011		2010		2009		2008		2007
Operating earnings from continuing operations	$	197,914	$	188,176	$	145,389	$	160,628	$	140,783
Depreciation and amortization from continuing operations		83,012		69,639		69,164		62,815		52,191
EBITDA from continuing operations	$	280,926	$	257,815	$	214,553	$	223,443	$	192,974

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes in Item 8 of this report. This discussion and analysis contains forward-looking statements and estimates that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those discussed in the “Forward-Looking Statements” section in Item 1 of this report and the “Risk Factors” section in Item 1A of this report.

OVERVIEW

We operate our businesses in three segments: Avionics & Controls, Sensors & Systems and Advanced Materials. Our segments are structured around our technical capabilities.

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

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

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

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

On July 26, 2011, the Company acquired the Souriau Group (Souriau). Souriau is a leading global supplier of highly engineered connection technologies for harsh environments. Souriau is included in our Sensors & Systems segment.

On December 30, 2010, the Company acquired Eclipse Electronic Systems, Inc. (Eclipse). Eclipse is a designer and manufacturer of embedded communication intercept receivers for signal intelligence applications. Eclipse is included in our Avionics & Controls segment.

On September 8, 2010, we sold Pressure Systems, Inc. (PSI), which was included in the Sensors & Systems segment. The results of PSI are accounted for as discontinued operations in the consolidated statement of operations. On November 3, 2008, we sold Muirhead Aerospace (Muirhead) and Traxsys Input Products Limited (Traxsys). Muirhead and Traxsys were included in the Sensors & Systems segment. The results of Muirhead and Traxsys are accounted for as discontinued operations in the consolidated statement of operations.

During the fourth fiscal quarter of 2011, income from continuing operations was $19.4 million or $0.62 per diluted share compared with $49.3 million or $1.60 per diluted share in the prior-year period. The decrease in income from continuing operations reflected reduced operating earnings from Avionics & Controls and Sensors & Systems, increased operating earnings from Advanced Materials and the effect of Souriau acquisition-related expenses. The decrease in operating earnings of Avionics & Controls reflected lower sales and earnings of avionics systems and communication systems due to

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reduced requirements from defense customers, as well as the timing of receiving orders and increased research, engineering and development expense. The decrease at Sensors & Systems reflected an operating loss at Souriau of $21.6 million due primarily to the purchase accounting requirement to recognize the fair value of acquired inventory as expense over the first inventory turn. The increase at Advanced Materials reflected strong earnings from our engineered materials operations and a gain on sale of a facility, partially offset by decreased earnings of our defense technologies operations due to lower demand from countermeasures. Income from continuing operations was also impacted by higher interest expense and benefited from a lower income tax rate of 11.8% compared to 17.4% in the prior-year period. The decrease in the income tax rate mainly reflected income tax benefits associated with the acquisition of Souriau and lower earnings in the fourth fiscal quarter of 2011.

During fiscal 2011, income from continuing operations was $133.1 million or $4.27 per diluted share compared with $130.0 million or $4.27 per diluted share during fiscal 2010, reflecting improved sales and earnings from Avionics & Controls and Advanced Materials and weaker results from Sensors & Systems. Sales and operating earnings were strong the first half of the year compared to the prior-year period and weaker in the second half of the year, principally reflecting reduced sales and earnings from our defense focused business operations and the operating loss of Souriau due to the inventory fair value adjustment noted above. Avionics & Controls reflected strong sales and earnings of avionics systems and control systems and weaker sales and earnings of communication systems and interface technologies. Sensors & Systems reflected improved sales and earnings of power systems and advanced sensors, partially offset by the operating loss of Souriau. Advanced Materials results reflected strong sales and earnings from engineered materials and weak performance from defense technologies, primarily due to decreased demand for countermeasures.

The income tax rate for fiscal 2011 was 15.7% compared with 15.8% for fiscal 2010.

Net income in fiscal 2011 was $133.0 million or $4.27 per diluted share, compared with net income of $141.9 million or $4.66 per diluted share in fiscal 2010. Fiscal 2010 included income from discontinued operations of $0.39 per diluted share in fiscal 2010, reflecting the gain on the sale of PSI in September 2010.

Results of Continuing Operations

Fiscal 2011 Compared with Fiscal 2010

Sales for fiscal 2011 increased 12.5% over the prior year. Sales by segment were as follows:

Dollars In Thousands	Increase (Decrease)    From Prior Year	2011		2010
Avionics & Controls	6.6%	$	841,939	$	790,016
Sensors & Systems	38.9%		414,609		298,559
Advanced Materials	5.3%		461,437		438,026
Total		$	1,717,985	$	1,526,601

The $51.9 million or 6.6% increase in Avionics & Controls mainly reflected increased sales volumes of avionics systems of $25 million, control systems of $25 million, and communication systems of $6 million, mostly offset by decreased sales volumes of interface technologies systems. The increase in avionics systems principally reflected strong sales volumes of avionics products of $18.2 million. The increase in control systems reflected strong OEM and after-market sales and a $4.4 million retroactive price settlement due to product scope changes. The first six months of fiscal 2011 benefited from higher demand for after-market spares due to restocking of depleted inventory by our customers. During the second six months, demand levels for spares declined and more closely reflected the underlying activity of the flying fleet. Our after-market spares sales volume level for fiscal 2012 is forecasted to continue this trend. The increased sales of communication systems principally reflected $37.6 million in incremental sales from the Eclipse acquisition completed in the first fiscal quarter of 2011, partially offset by decreased sales of hearing protection headset devices due to uncertainty over the U.S. and U.K. military budgets. Avionics & Controls segment sales are expected to increase modestly to about $850 million in fiscal 2012, reflecting a strong commercial aerospace market, improved requirements for headsets and embedded communication intercept receivers for signal intelligence applications, higher requirements for input devices for medical applications, and partially offset by lower sales of avionics systems due to delayed orders for retrofits of military transport aircraft.

The $116.1 million or 38.9% increase in Sensors & Systems mainly reflected incremental sales from the Souriau acquisition in the third quarter of fiscal 2011 of $78 million and increased sales volumes of advanced sensors of $16 million and power systems of $22 million. The increase in advanced sensors sales mainly reflected strong aftermarket demand for

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temperature and pressure sensors. The increase in power systems mainly reflected higher OEM and retrofit sales for commercial aviation. In the fourth fiscal quarter of 2011, Souriau’s sales were impacted by lower demand for industrial applications, which is expected to continue in the first fiscal quarter of 2012 and improve over the remaining three fiscal quarters of 2012 as sales for defense, nuclear, and other industrial applications increase. Segment sales in the second, third and fourth quarters of fiscal 2011 reflected a stronger pound sterling and euro compared to the U.S. dollar compared to the prior-year period, while sales in the first quarter of fiscal 2011 reflected a weaker pound sterling and euro relative to the U.S. dollar relative to the prior-year period. Sensors & Systems sales in fiscal 2012 are expected to be nearly $730 million in fiscal 2012, reflecting a full year of Souriau’s sales.

The $23.4 million or 5.3% increase in sales of Advanced Materials principally reflected a $33 million decrease in sales volumes of defense technologies and a $54 million increase in sales of engineered materials. The decrease in sales of defense technologies mainly reflected lower sales volumes of countermeasures, principally due to lower requirements from our non-U.S. customers. The increase in sales of engineered materials reflected strong demand for elastomer and insulation materials for commercial aerospace applications. Advanced Materials segment sales are expected to be nearly $480 million in fiscal 2012, reflecting strong commercial aerospace and energy markets and improved demand for non-U.S. flare countermeasures.

Foreign sales, including export sales by domestic operations, totaled $971.0 million and $860.0 million, and accounted for 56.5% and 56.3% of our sales in fiscal 2011 and 2010, respectively.

Overall, gross margin as a percentage of sales was 34.3% and 33.8% in fiscal 2011 and 2010, respectively. Gross profit was $589.7 million and $516.2 million in fiscal 2011 and 2010, respectively.

Avionics & Controls segment gross margin was 38.8% and 35.7% for fiscal 2011 and 2010, respectively. Segment gross profit was $326.5 million compared to $282.4 million in the prior-year period. About 70% of the net $44 million increase in segment gross profit was due to strong sales volume and improved gross margin on avionics systems. This reflects increased sales volumes of aviation products and higher gross margin on cockpit integration sales. Nearly 35% of the increase in segment gross profit reflected robust sales of control systems due to strong aftermarket demand and the $4.4 million retroactive price increase referenced above. Control systems gross profit was impacted by a $2.0 million charge in the fourth fiscal quarter of 2011 for engineering costs not probable of recovery from the customer. Eclipse’s gross profit was impacted by purchase accounting requirements resulting in a $5.4 million inventory fair value adjustment and recognizing the adjustment as expense over the first inventory turn; approximately $2.0 million was recorded as an expense in the fourth fiscal quarter of 2011. Interface technologies gross profit decreased by approximately $3.5 million, principally due to lower demand and gross margin for interface devices for casino gaming applications.

Sensors & Systems segment gross margin was 28.3% and 34.6% for fiscal 2011 and 2010, respectively. Segment gross profit was $117.4 million and $103.2 million for fiscal 2011 and 2010, respectively. Connection technologies reported only minimal gross profit, net of a $27.9 million inventory fair value adjustment, principally recognized in the fourth fiscal quarter of 2011. An additional $12.6 million in fair value adjustments will be recognized in the first fiscal quarter of 2012. Approximately 55% of the increase in segment gross profit was due to increased sales volumes of pressure sensors for OEM and aftermarket requirements. About 45% of the increase in segment gross profit was due to improved gross margin on power systems reflecting increased retrofit and OEM sales.

Advanced Materials segment gross margin was 31.6% and 29.8% for fiscal 2011 and 2010, respectively. Segment gross profit was $145.8 million and $130.6 million for fiscal 2011 and 2010, respectively. A $26 million increase in engineered materials gross profit was partially offset by a decrease in gross profit at our defense technologies operations. The increase in engineered materials gross profit was principally due to increased sales volumes of elastomer and insulation material for commercial aerospace applications. The decrease in gross profit of defense technologies mainly reflected lower sales volumes of countermeasures.

Selling, general and administrative expenses (which include corporate expenses) increased to $304.2 million in fiscal 2011 compared with $258.3 million in fiscal 2010. The $45.9 million increase reflected an increase of $9 million of corporate expense, $14 million at our Avionics & Controls segment, and $23 million at our Sensors & Systems segment. The $9 million increase at corporate primarily reflects Souriau acquisition-related expenses; approximately $1.4 million was incurred in the fourth fiscal quarter of 2011. The $14 million increase at Avionics & Controls reflects $8 million in incremental selling, general and administrative expenses related to the Eclipse acquisition. The $23 million increase at Sensors & Systems reflects $20 million in incremental selling, general and administrative expenses related to the Souriau acquisition. Selling, general and administrative expenses at Advanced Materials increased slightly compared to the prior-year period reflecting $1.9 million for an estimated liability for an environmental issue, $2.0 million in severance at our defense technologies operations and a $1.3 million expense principally related to the write-off of accounts receivable. These increases were principally offset by a $3.2 million gain on a sale of a facility and an insurance recovery in fiscal 2010.

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Research, development and related engineering spending increased to $94.5 million, or 5.5% of sales, in fiscal 2011 compared with $69.8 million, or 4.6% of sales, in fiscal 2010. The $24.8 million increase in research, development and related engineering expense principally reflects $14 million in higher spending on avionics systems, $4 million on control systems and $4 million on communication systems.

In fiscal 2011 we benefited from $6.3 million in foreign currency exchange gains associated with funding the acquisition of Souriau.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the fourth quarter of fiscal 2011 were $45.1 million or 9.0% of sales, compared with $83.2 million or 19.3% of sales, for the prior-year period. The $38.1 million decrease in earnings mainly reflected the operating loss of Souriau of $21.6 million, principally due to the fair value inventory adjustment noted above and partially offset by incremental earnings of Eclipse of $2.3 million. The decrease also reflected weaker operating earnings at our avionics systems and communications headset operations totaling $15 million and defense technologies countermeasure operations totaling $8 million, partially offset by stronger operating results at our engineered materials operations of $11 million. Avionics systems earnings in the fourth quarter were impacted by higher research and development expense and lower shipments of the integrated cockpit for the T-6B military trainer compared to the same periods last year. The decrease at communication systems and defense technologies was due to lower demand for headsets and flare countermeasures, respectively, which reflect slower than expected order releases from our defense customers. Engineered materials operations benefited from strong demand for elastomer and insulation materials for commercial aerospace. The decrease in segment earnings also reflected a $2.0 million write-off of engineering costs at controls systems, a $1.1 million inventory and accounts receivable write-off at advanced sensors, a $2.0 million write-off of accounts receivable and inventory at defense technologies, and a $0.6 million late delivery penalty at engineering materials, partially offset by a $3.2 million gain on the sale of an engineered material facility.

Segment earnings for fiscal 2011 were $240.0 million, or 14.0% of sales, compared with $228.6 million, or 15.0% of sales, for fiscal 2010. Avionics & Controls segment earnings were $135.2 million or 16.1% of sales in fiscal 2011 compared with $125.9 million or 15.9% of sales in fiscal 2010, mainly reflecting a $12 million increase in avionics systems, a $9 million increase in control systems, a $10.0 million decrease in communication systems, and a $2 million decrease in interface technologies. Avionics systems benefited from strong gross profit, partially offset by a $14 million increase in research, development and engineering expense and a $5.0 million increase in selling, general and administrative expenses, reflecting increased bid and proposal expense and incentive compensation. Control systems benefited from increased gross profit, partially offset by a $4 million increase in research, engineering and development, net of a $1.1 million recovery of non-recurring engineering expense upon settlement with the customer. The decrease in communication systems earnings mainly reflected decreased gross profit from lower sales of certain communication systems for audio and data products for severe battlefield environments, resulting in a $14 million decrease in communication systems earnings, partially offset by incremental income from the Eclipse acquisition. We expect that segment operating earnings will be about 16% of sales on sales of $850 million for fiscal 2012, reflecting a strong commercial aerospace market and improved sales and profits from sales of headset devices and embedded communication intercept receivers for signal intelligence applications.

Sensors & Systems segment earnings were $22.5 million or 5.4% of sales in fiscal 2011 compared with $33.9 million or 11.4% of sales in fiscal 2010, principally reflecting a $6.6 million increase in advanced sensors and a $4.5 million increase in power systems, both operations benefiting from increased gross profit. Souriau incurred an operating loss of $22.4 million, principally reflecting the inventory fair value adjustment referenced above. As noted above, Souriau’s operating results will be impacted by a $12.6 million fair value inventory adjustment in the first fiscal quarter of 2012. We expect that segment earnings will be nearly 10% of sales on sales of $730.0 million, reflecting a strong commercial aerospace market, stronger demand for connectors for industrial applications in the second half of the fiscal year and fully recognizing the fair value inventory adjustment related to the Souriau acquisition in the first fiscal quarter of 2012.

Advanced Materials segment earnings were $82.3 million or 17.8% of sales in fiscal 2011 compared with $68.8 million or 15.7% of sales in fiscal 2010, primarily reflecting increased earnings from sales of engineered materials, partially offset by a $15 million decrease in defense technologies. The increase in engineered materials principally reflected the increase in gross profit, a $3.2 million gain on sale of a facility, partially offset by a $1.9 million increase in an estimated liability for an environmental issue. Defense technologies principally reflected a $19 million decrease in earnings for countermeasures operations and increased earnings of combustible ordnance. The decrease in earnings for countermeasures mainly reflected the decrease in gross profit and certain charges in the fourth fiscal quarter of 2011 totaling $2.0 million, consisting principally of a write-off of an accounts receivable of $0.8 million and $0.5 million in inventory. Also, $2.0 million in severance was recorded in the third fiscal quarter of 2011. We expect that segment earnings will be nearly 18% of sales on sales of about $480 million, reflecting a strong commercial aerospace market and improved sales and profitability from sales of international flare countermeasures.

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Interest expense increased to $40.2 million during fiscal 2011 compared with $33.2 million in the prior year, reflecting higher borrowings.

The income tax rate for fiscal 2011 was 15.7% compared with 15.8% in fiscal 2010. The tax rate was lower than the statutory rate, as both years benefited from various tax credits and certain foreign interest expense deductions. During fiscal 2011, we recognized $11.4 million of discrete income tax benefits as a result of the following items: $3.1 million of income tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits and the release of a valuation allowance related to a net operating loss of an acquired subsidiary; $5.6 million of income tax benefits associated with net operating losses of an acquired subsidiary as a result of concluding a tax examination; $3.5 million of net reduction of deferred income tax liabilities as a result of enactment of income tax laws reducing the U.K. statutory income tax rate; and $0.8 million of income tax expense as a result of reconciling the prior-year’s income tax returns to the prior year’s provision for income tax. We expect the income tax rate to be approximately 20% in fiscal 2012.

In fiscal 2010, we recognized $11.0 million in net discrete tax benefits. The $11.0 million discrete tax benefits were the result of four events. The first event was a $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions mainly associated with losses on the disposition of assets. This release of tax reserves resulted from the expiration of a statute of limitations. The second event was a $1.7 million net reduction in deferred income tax liabilities, which was the result of the enactment of tax laws reducing the U.K. statutory income tax rate. The third event was a $0.8 million tax expense related to tax liabilities associated with an examination of the U.S. federal and state income tax returns. The fourth event was a $2.5 million reduction of valuation allowances related to acquired net operating losses and foreign tax credits that were generated in prior years.

The income tax rate differed from the statutory rate in fiscal 2011 and 2010, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is reasonably possible that within the next 12 months approximately $0.8 million of tax benefits associated with research and experimentation tax credits, capital and operating losses that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of a statute of limitations.

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

We use forward contracts to hedge our foreign currency exchange risk. To the extent that these hedges qualify under U.S. GAAP, the amount of gain or loss is deferred in Accumulated Other Comprehensive Income (AOCI) until the related sale occurs. Also, we are subject to foreign currency gains or losses from embedded derivatives on backlog denominated in a currency other than the functional currency of our operating companies or its customers. Gains and losses on forward contracts, embedded derivatives, and revaluation of assets and liabilities denominated in currency other than the functional currency of the Company for fiscal 2011 and 2010 are as follows:

(In thousands)

	2011			2010
Forward foreign currency contracts – loss	$	(941	)	$	(139	)
Forward foreign currency contracts – reclassified from AOCI		10,092			11,042
Embedded derivatives – gain (loss)		906			(1,476	)
Revaluation of monetary assets/liabilities – gain (loss)		4,174			(3,282	)
Total	$	14,231		$	6,145

New orders for fiscal 2011 were $1.9 billion compared with $1.6 billion for fiscal 2010. Orders increased across all of our segments, principally reflecting the acquired backlog of Eclipse and Souriau and partially offset by order declines for avionics systems, certain communication systems and defense technologies. Backlog at the end of fiscal 2011 was $1.3 billion compared with $1.1 billion at the end of the prior year. Approximately $352.8 million is scheduled to be delivered after fiscal 2012. Backlog is subject to cancellation until delivery.

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Fiscal 2010 Compared with Fiscal 2009

Sales for fiscal 2010 increased 8.5% over the prior year. Sales by segment were as follows:

Dollars In Thousands	Increase (Decrease)    From Prior Year	2010		2009
Avionics & Controls	17.4%	$	790,016	$	672,828
Sensors & Systems	(7.2)%		298,559		321,753
Advanced Materials	6.1%		438,026		412,878
Total		$	1,526,601	$	1,407,459

The 17.4% increase in Avionics & Controls reflected increased sales volumes of avionics systems of $71.9 million, interface technologies systems of $27.0 million, and communication systems of $22.2 million. The increase in avionics systems principally reflected strong cockpit integration sales volumes. The increase in interface technologies systems mainly reflected increased sales volumes of input devices for casino gaming and medical applications. The increased sales of communication systems principally reflected $16.9 million in incremental sales from the Racal Acoustics acquisition completed in the first fiscal quarter of 2009. These increases were partially offset by lower sales volumes of control systems of $4.1 million, principally cockpit controls for commercial and military applications.

The 7.2% decrease in Sensors & Systems mainly reflected decreased sales volumes of advanced sensors of $10.3 million and power systems of $12.9 million. The decrease in advanced sensors principally reflected lower OEM sales volumes of temperature and pressure sensors due to the downturn in commercial aviation and in particular business jets. Additionally, fiscal 2009 benefited from a $1.8 million retroactive price adjustment and settlement with certain customers. The decrease in power systems sales was due to the downturn in commercial aviation and was partially offset by a $3.7 million increase in retrofit sales for commercial aviation. Sales in the first six months of fiscal 2010 reflected a stronger pound sterling and euro relative to the U.S. dollar and a weaker pound sterling and euro relative to the U.S. dollar during the second six months of the fiscal year.

The 6.1% increase in sales of Advanced Materials principally reflected an increase in sales volumes of defense technologies and a decrease in sales of engineered materials. The increase in sales of defense technologies mainly reflected higher sales volumes of countermeasures of $36.5 million, principally related to low sales volume in the prior-year period due to the delays in the processing of and scheduling shipments of our international customers. The $10.9 million decrease in sales of engineered materials reflected lower demand for elastomer materials due to the downturn in commercial aviation and industrial commercial markets.

Foreign sales, including export sales by domestic operations, totaled $860.0 million and $788.8 million, and accounted for 56.3% and 56.0% of our sales in fiscal 2010 and 2009, respectively.

Overall, gross margin as a percentage of sales was 33.8% and 32.2% in fiscal 2010 and 2009, respectively. Gross profit was $516.2 million and $453.3 million in fiscal 2010 and 2009, respectively.

Avionics & Controls segment gross margin was 35.7% and 35.4% for fiscal 2010 and 2009, respectively. Segment gross profit was $282.4 million compared to $238.5 million in the prior-year period. About 60% of the increase in segment gross profit was due to strong sales of avionics systems, reflecting increased sales volumes of cockpit integration for the T-6B military trainer and a military transport cockpit retrofit program. The remaining 40% increase in segment gross profit reflected strong sales volumes of interface technologies systems and communication systems, partially offset by an $8.7 million decrease in control systems. The increase in interface technologies gross profit is due to higher sales volumes of input devices for casino gaming applications and higher sales volumes for medical applications. The increase in communication systems gross profit mainly reflects incremental gross profit from the acquisition of Racal Acoustics in the first fiscal quarter of 2009. The decrease in gross profit on control systems is mainly due to weaker gross margin of controls for commercial and military applications, as well as higher operating costs from our new control systems facility.

Sensors & Systems segment gross margin was 34.6% and 32.3% for fiscal 2010 and 2009, respectively. Segment gross profit was $103.2 million and $104.0 million for fiscal 2010 and 2009, respectively. The decline in gross profit is principally due to the effect of a decrease in advanced sensors sales volume in fiscal 2010, partially offset by an increase in gross margin. The increase in gross margin was mainly due to a $1.2 million inventory write-off in fiscal 2009. Power systems gross profit improved slightly due to retrofits for commercial aviation applications and strong cost control, partially offset by lower sales volumes.

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Advanced Materials segment gross margin was 29.8% and 26.9% for fiscal 2010 and 2009, respectively. Segment gross profit was $130.6 million and $110.9 million for fiscal 2010 and 2009, respectively, principally reflecting an increase in defense technologies offset by a small decrease in engineered materials. The increased gross profit on defense technologies reflected a $23.5 million increase on countermeasures, partially offset by decreased gross profit on combustible ordnance. The increase in gross profit on countermeasures was principally due to sales volume with additional benefits from improved sales mix and efficiency from longer production runs. Fiscal 2009 countermeasures gross profit was impacted by delays in the processing of and scheduling shipments of our international customers. The decrease in gross profit on engineered materials principally reflected $2.3 million in costs associated with closing a facility.

Selling, general and administrative expenses (which include corporate expenses) increased to $258.3 million in fiscal 2010 compared with $235.5 million in fiscal 2009. The increase in selling, general and administrative expense principally reflected incremental selling, general and administrative expense from the acquisition of Racal Acoustics and NMC of $5.8 million, a $9.1 million increase in corporate expense mainly due to incentive compensation and professional fees, and the effect of exchange rates on operating expenses at our non-U.S. operations of $4.7 million. As a percentage of sales, selling, general and administrative expenses were 16.9% and 16.7% in fiscal 2010 and 2009, respectively.

Research, development and related engineering spending increased to $69.8 million, or 4.6% of sales, in fiscal 2010 compared with $64.5 million, or 4.6% of sales, in fiscal 2009. The increase in research, development and related engineering expense principally reflects $2.4 million in higher spending on communication systems and $2.1 million on control systems.

Segment earnings (which exclude corporate expenses and other income and expense) increased 23.8% during fiscal 2010 to $228.6 million compared to $184.7 million in the prior year. Segment earnings as a percent of sales were 15.0% and 13.1% in fiscal 2010 and 2009, respectively.

Avionics & Controls segment earnings were $125.9 million or 15.9% of sales in fiscal 2010 compared with $99.3 million or 14.8% of sales in fiscal 2009, principally reflecting a $20.3 million increase in avionics systems. Avionics systems benefited from strong gross profit, partially offset by a $4.7 million increase in selling, general and administrative expenses, principally due to the effects of foreign currency exchange rates. Segment earnings also benefited from increased earnings of interface technologies systems and communication systems of $15.3 million and were partially offset by a $9.0 million decrease in control systems. Interface technologies benefited from strong gross profit from sales of input devices for casino gaming and medical applications. The increase in communication systems earnings was due to incremental earnings from the Racal Acoustics acquisition of $1.5 million and improved gross margin. Control systems earnings were impacted by decreased gross profit and $4.1 million in increased development costs.

Sensors & Systems segment earnings were $33.9 million or 11.4% of sales in fiscal 2010 compared with $31.7 million or 9.9% of sales in fiscal 2009, mainly reflecting a $1.2 million decrease in advanced sensors gross profit, offset by decreased selling, general and administrative expenses, principally due to the $3.0 million impairment on a subsidiary trade name recorded in fiscal 2009.

Advanced Materials segment earnings were $68.8 million or 15.7% of sales in fiscal 2010 compared with $53.6 million or 13.0% of sales in fiscal 2009, primarily reflecting a $21.4 million increase in defense technologies, partially offset by decreased earnings from sales of engineered materials. Defense technologies principally reflected a $24.6 million increase in earnings for countermeasures operations and decreased earnings of combustible ordnance. The increase in countermeasures earnings reflected strong gross profit and a turnaround from a $6.0 million operating loss incurred in fiscal 2009. The decrease in combustible ordnance is due to decreased gross profit. The reduction in engineered materials earnings reflected $3.6 million in costs associated with closing a facility and a $1.8 million decrease in foreign currency exchange gains, principally on forward contracts which are marked to market each period.

Interest expense increased to $33.2 million during fiscal 2010 compared with $28.7 million in the prior year, reflecting increased senior debt and higher borrowings under capitalized lease obligations.

During the fourth quarter of fiscal 2010, we paid off $175.0 million in senior subordinated debt and incurred a loss of $1.2 million due to the extinguishment of debt.

On January 26, 2009, we acquired Racal Acoustics for £122.6 million or $171.3 million. Racal Acoustics develops and manufactures high technology ruggedized personal communication equipment for the defense market segment. The acquisition was funded with cash proceeds from the sale of U.K.-based Muirhead and Traxsys and our line of credit. To facilitate the acquisition of Racal Acoustics, we executed a $159.7 million U.S.-dollar denominated intercompany loan with a wholly-owned subsidiary, for which its functional currency is the pound sterling. Due to our holding of pounds sterling to fund the acquisition during a period of foreign exchange volatility, we incurred a $7.9 million foreign currency transaction loss in January 2009, which was recorded in other expense.

27

The income tax rate for fiscal 2010 was 15.8% compared with 10.6% in fiscal 2009. The tax rate was lower than the statutory rate, as both years benefited from various tax credits and certain foreign interest expense deductions. The tax rate for fiscal 2009 was significantly lower due to enhanced tax benefits associated with specific foreign exchange losses and higher R&D tax credits. In fiscal 2010, we recognized $11.0 million in net discrete tax benefits. The $11.0 million discrete tax benefits were the result of four events. The first event was a $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions mainly associated with losses on disposition of assets. This release of tax reserves resulted from the expiration of a statute of limitations. The second event was a $1.7 million net reduction in deferred income tax liabilities, which was the result of the enactment of tax laws reducing the U.K. statutory income tax rate. The third event was a $0.8 million tax expense related to tax liabilities associated with an examination of the U.S. federal and state income tax returns. The fourth event was a $2.5 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

In fiscal 2009, we recognized $5.0 million in net discrete tax benefits. The $5.0 million discrete tax benefits were the result of five events. The first event was a $2.0 million tax benefit for the reduction of previously recorded withholding tax liabilities as a result of the enactment of a U.S.-Canadian tax treaty. The second event was a $0.6 million expense resulting from the reversal of previously recorded tax benefits associated with the implementation of CMC’s SADI program. The third event was a $1.5 million tax benefit associated with the reconciliation of the prior year’s U.S. income tax return to the U.S. income tax provision. The fourth event was an adjustment that resulted in a reclassification of $3.4 million of tax benefits from discontinued operations to continued operations offset by a $1.0 million tax expense to establish a valuation allowance for U.S. foreign tax credits that are not expected to result in a current or future reduction in U.S. income taxes. The fifth event was a $0.3 million tax expense associated with the reconciliation of the prior year’s foreign income tax returns to the foreign income tax provisions.

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

We use forward contracts to hedge our foreign currency exchange risk. To the extent that these hedges qualify under U.S. GAAP, the amount of gain or loss is deferred in Accumulated Other Comprehensive Income (AOCI) until the related sale occurs. Also, we are subject to foreign currency gains or losses from embedded derivatives on backlog denominated in a currency other than the functional currency of our operating companies or its customers. Gains and losses on forward contracts, embedded derivatives, and revaluation of assets and liabilities denominated in currency other than the functional currency of the Company for fiscal 2010 and 2009 are as follows:

(In thousands)

	2010			2009
Forward foreign currency contracts – gain (loss)	$	(139	)	$	7,031
Forward foreign currency contracts – reclassified from AOCI		11,042			(11,610	)
Embedded derivatives – gain (loss)		(1,476	)		(2,666	)
Revaluation of monetary assets/liabilities – gain (loss)		(3,282	)		(5,334	)
Total	$	6,145		$	(12,579	)

New orders for fiscal 2010 were $1.6 billion compared with $1.4 billion for fiscal 2009. Orders increased at our Avionics & Controls and Advanced Materials and declined at Sensors & Systems due to the downturn in commercial aviation.

Liquidity and Capital Resources

Working Capital and Statement of Cash Flows

Cash and cash equivalents at the end of fiscal 2011 totaled $185.0 million, a decrease of $237.1 million from the prior year. Net working capital decreased to $621.0 million at the end of fiscal 2011 from $752.2 million at the end of the prior year. Sources of cash flows from operating activities principally consist of cash received from the sale of products offset by cash payments for material, labor and operating expenses.

Cash flows from operating activities were $192.4 million and $179.8 million in fiscal 2011 and 2010, respectively. The increase principally reflected higher cash collections from customers, lower cash payments for income taxes, and partially offset by higher cash contributions to our defined benefit pension plans and payments for inventory and interest.

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Cash flows used by investing activities were $869.0 million and $20.7 million in fiscal 2011 and 2010, respectively. Cash flows used by investing activities in fiscal 2011 principally reflected the use of cash for acquisition of businesses of $814.9 million and capital assets of $49.5 million. Cash flows used by investing activities in fiscal 2010 principally reflected the use of cash for capital assets of $45.5 million, partially offset by cash proceeds from the sale of Pressure Systems, Inc. of $25.0 million.

Cash flows provided by financing activities were $436.4 million in fiscal 2011 and cash flows provided by financing activities were $84.3 million in fiscal 2010. Cash flows provided by financing activities in fiscal 2011 primarily reflected a $400.0 million increase in our credit facility, $176.9 million in proceeds for the issuance of long-term debt and $164.9 million in cash repayments of long-term debt. Cash flows provided by financing activities in fiscal 2010 principally reflected proceeds from the issuance of $250.0 million in senior notes, partially offset by the repayment of our $175.0 million senior subordinated debt due in 2013.

Capital Expenditures

Net property, plant and equipment was $368.4 million at the end of fiscal 2011 compared with $273.8 million at the end of the prior year. Capital expenditures for fiscal 2011 and 2010 were $49.5 million and $53.7 million, respectively (excluding acquisitions) and included facilities, machinery, equipment and enhancements to information technology systems. Capital expenditures for fiscal 2010 included $8.1 million under a capitalized lease obligation related to a new facility for an avionics controls operation and a facility expansion for an interface technologies facility. Capital expenditures are anticipated to approximate $65.0 million for fiscal 2012. We will continue to support expansion through investments in infrastructure including machinery, equipment, and information systems.

Acquisitions

On December 30, 2010, the Company acquired Eclipse Electronic Systems, Inc. (Eclipse) for $123.8 million. Eclipse is a designer and manufacturer of embedded communication intercept receivers for signal intelligence applications. Eclipse is included in our Avionics & Controls segment.

On July 26, 2011, the Company acquired the Souriau Group (Souriau) for approximately $726.7 million, net of acquired cash. Souriau is a leading global supplier of highly engineered connection technologies for harsh environments. Souriau is included in our Sensors & Systems segment.

Debt Financing

Total debt increased $423.0 million from the prior year to approximately $1.0 billion at the end of fiscal 2011. Total debt outstanding at the end of fiscal 2011 consisted of $250.0 million Senior Notes due in 2020, $176.4 million of Senior Notes due in 2017, $162.7 million (€115.0 million) under our Euro Term Loan, $360.0 million in borrowings under our secured credit facility, $45.2 million under capital lease obligations and $42.3 million in various foreign currency debt agreements and other debt agreements.

In March 2011, we entered into a secured credit facility for $460.0 million made available through a group of banks. The credit facility is secured by substantially all of our assets and interest is based on standard inter-bank offering rates. The interest rate will range from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At October 28, 2011, we had $360.0 million outstanding under the secured credit facility at an initial interest rate of LIBOR plus 1.75% or 2.0%.

In July 2011, we amended the secured credit facility to provide for a new €125.0 million term loan (Euro Term Loan). The interest rate on the Euro Term Loan will range from Euro LIBOR plus 1.5% to Euro LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At October 28, 2011, the Company had €115.0 million outstanding or $162.7 million under the Euro Term Loan at an interest rate of Euro LIBOR plus 1.75% or 3.06%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2016, with the remaining balance due in July 2016.

On August 2, 2010, the Company issued $250.0 million in 7% Senior Notes due 2020 requiring semi-annual interest payments in March and September of each year until maturity. The net proceeds from the sale of the notes, after deducting $4.4 million of debt issuance cost, were $245.6 million. The Senior Notes are general unsecured senior obligations of the Company. The Senior Notes are guaranteed, jointly and severally on a senior basis, by all the existing and future domestic subsidiaries of the Company unless designated as an “unrestricted subsidiary,” and those foreign subsidiaries that executed related subsidiary guarantees under the indenture covering the Senior Notes. The Senior Notes are subject to redemption at the option of the Company at any time prior to August 1, 2015, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. In addition, before August 1, 2013, the Company

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may redeem up to 35% of the principal amount at 107.000% plus accrued interest with proceeds of one or more Public Equity Offerings. The Senior Notes are also subject to redemption at the option of the Company, in whole or in part, on or after August 1, 2015, at redemption prices starting at 103.500% of the principal amount plus accrued interest during the period beginning August 1, 2015, and declining annually to 100% of principal and accrued interest on or after August 1, 2018.

The Company also has $175.0 million outstanding of Senior Notes due in 2017, with an interest rate of 6.625%. The Senior Notes are general unsecured senior obligations of the Company. The Senior Notes are guaranteed, jointly and severally on a senior basis, by all the existing and future domestic subsidiaries of the Company unless designated as an “unrestricted subsidiary,” and those foreign subsidiaries that executed related subsidiary guarantees under the indenture covering the Senior Notes. The Senior Notes are subject to redemption at the option of the Company at any time prior to March 1, 2012, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. The Senior Notes are also subject to redemption at the option of the Company, in whole or in part, on or after March 1, 2012, at redemption prices starting at 103.3125% of the principal amount plus accrued interest during the period beginning March 1, 2007, and declining annually to 100% of principal and accrued interest on or after March 1, 2015.

We believe cash on hand, funds generated from operations and other available debt facilities are sufficient to fund operating cash requirements and capital expenditures through fiscal 2012. Current conditions in the capital markets are uncertain; however, we believe we will have adequate access to capital markets to fund future acquisitions.

Permanent Investment of Undistributed Earnings of Foreign Subsidiaries

Our non-U.S. subsidiaries had $130.2 million in cash and cash equivalents at October 28, 2011. Cash and cash equivalents at our U.S. parent and subsidiaries aggregated $54.8 million of October 28, 2011, and cash flow from these operations is sufficient to fund working capital, capital expenditures, acquisitions, and debt repayments of our domestic operations. The earnings of our non-U.S. subsidiaries are considered to be indefinitely invested, and, accordingly, no provision for federal income taxes has been made on accumulated earnings of foreign subsidiaries. The amount of the unrecognized deferred income tax liability for temporary differences related to investments in foreign subsidiaries is not practical to determine because of the complexities regarding the calculation of unremitted earnings and the potential for tax credits.

Pension and Other Post-Retirement Benefit Obligations

Our pension plans principally include a U.S. pension plan maintained by Esterline and non-U.S. plans maintained by CMC. Our principal post-retirement plans include non-U.S. plans maintained by CMC, which are non-contributory health care and life insurance plans.

We account for pension expense using the end of the fiscal year as our measurement date and we make actuarially computed contributions to our pension plans as necessary to adequately fund benefits. Our funding policy is consistent with the minimum funding requirements of ERISA. In fiscal 2011 and 2010, operating cash flow included $32.5 million and $20.0 million, respectively, of cash funding to these pension plans. We expect pension funding requirements for the plans maintained by Esterline and CMC to be approximately $21.2 million and $8.1 million, respectively, in fiscal 2012. The rate of increase in future compensation levels is consistent with our historical experience and salary administration policies. The expected long-term rate of return on plan assets is based on long-term target asset allocations of 70% equity and 30% fixed income. We periodically review allocations of plan assets by investment type and evaluate external sources of information regarding long-term historical returns and expected future returns for each investment type and, accordingly, believe a 7.5 and 7.0% assumed long-term rate of return on plan assets is appropriate for the Esterline and CMC plan, respectively. Current allocations are consistent with the long-term targets.

We made the following assumptions with respect to our Esterline pension obligation in 2011 and 2010:

	2011			2010
Principal assumptions as of fiscal year end:
Discount rate		5.0	%		5.5	%
Rate of increase in future compensation levels		4.5	%		4.5	%
Assumed long-term rate of return on plan assets		7.5	%		8.0	%

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We made the following assumptions with respect to our CMC pension obligation in 2011 and 2010:

	2011			2010
Principal assumptions as of fiscal year end:
Discount rate		5.0	%		5.0	%
Rate of increase in future compensation levels		3.1	%		3.2	%
Assumed long-term rate of return on plan assets		7.0	%		7.0	%

We use a discount rate for expected returns that is a spot rate developed from a yield curve established from high-quality corporate bonds and matched to plan-specific projected benefit payments. Although future changes to the discount rate are unknown, had the discount rate increased or decreased by 25 basis points in 2011, pension liabilities in total would have decreased $9.4 million or increased $11.3 million, respectively. If all other assumptions are held constant, the estimated effect on fiscal 2011 pension expense from a hypothetical 25 basis points increase or decrease in both the discount rate and expected long-term rate of return on plan assets would not have a material effect on our pension expense.

We made the following assumptions with respect to our Esterline post-retirement obligation in 2011 and 2010:

	2011			2010
Principal assumptions as of fiscal year end:
Discount rate		5.0	%		5.5	%
Initial weighted average health care trend rate		6.0	%		6.0	%
Ultimate weighted average health care trend rate		6.0	%		6.0	%

We made the following assumptions with respect to our CMC post-retirement obligation in 2011 and 2010:

	2011			2010
Principal assumptions as of fiscal year end:
Discount rate		5.0	%		5.0	%
Initial weighted average health care trend rate		3.7	%		4.1	%
Ultimate weighted average health care trend rate		3.2	%		3.4	%

The assumed health care trend rate has a significant impact on our post-retirement benefit obligations. Our health care trend rate was based on the experience of our plan and expectations for the future. A 100 basis points increase in the health care trend rate would increase our post-retirement benefit obligation by $1.0 million at October 28, 2011. A 100 basis points decrease in the health care trend rate would decrease our post-retirement benefit obligation by $0.9 million at October 28, 2011. Assuming all other assumptions are held constant, the estimated effect on fiscal 2011 post-retirement benefit expense from a hypothetical 100 basis points increase or decrease in the health care trend rate would not have a material effect on our post-retirement benefit expense.

Research and Development Expense

For the three years ended October 28, 2011, research and development expense has averaged 4.9% of sales. We estimate that research and development expense in fiscal 2012 will be about 5.5% of sales for the full year.

Contractual Obligations

The following table summarizes our outstanding contractual obligations as of fiscal year end. Liabilities for income taxes were excluded from the table, as we are not able to make a reasonably reliable estimate of the amount and period of related future payments.

In Thousands

	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt	$	626,439	$	11,496	$	17,887	$	136,193	$	460,863
Credit facilities		365,000		5,000		0		360,000		0
Interest obligations		222,915		29,340		58,680		58,680		76,215
Operating lease obligations		65,085		15,084		22,072		12,578		15,351
Capital lease obligations		118,024		4,025		8,773		8,660		96,566
Purchase obligations		696,692		654,996		39,154		1,847		695
Total contractual obligations	$	2,094,155	$	719,941	$	146,566	$	577,958	$	649,690

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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.

Disclosures About Market Risk

Interest Rate Risks

Our debt includes fixed rate and variable rate obligations at October 28, 2011. We are not subject to interest rate risk on the fixed rate obligations. We are subject to interest rate risk on the euro term loan, interest rate swap agreements, and U.S. credit facility. For long-term debt, the table presents principal cash flows and the related weighted-average interest rates by contractual maturities.

A hypothetical 10% increase or decrease in average market rates would not have a material effect on our pretax income.

In Thousands

	Long-Term Debt – Variable Rate
Maturing in:		Principal Amount	Average Rates	(1)
2012	$	8,844	*
2013		8,844	*
2014		8,844	*
2015		8,844	*
2016		487,349	*
2017 and thereafter		0	*
Total	$	522,725
Fair Value at
10/28/2011	$	522,725

¹  Borrowings under the euro term loan facility bear interest at a rate equal to either: (a) the LIBOR rate plus 1.75% or (b) the “Base Rate” (defined as the higher of Wachovia Bank, National Association’s prime rate and the Federal funds rate plus 0.50%) plus 0.75%.

In Thousands

	Long-Term Debt – Fixed Rate			Long-Term Debt – Variable Rate
Maturing in:		Principal Amount	Average Rates		Notional Amount	Average Pay Rate	(1)	Average Receive Rate
2012	$	0	6.625%	$	0	*		6.625%
2013		0	6.625%		0	*		6.625%
2014		0	6.625%		0	*		6.625%
2015		0	6.625%		0	*		6.625%
2016		0	6.625%		0	*		6.625%
2017 and thereafter	$	100,000	6.625%		100,000	*		6.625%
Total	$	100,000		$	100,000
Fair Value at
10/28/2011	$	100,000		$	126

¹  The average pay rate is LIBOR plus 4.865%.

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In Thousands

	Long-Term Debt – Fixed Rate			Long-Term Debt – Variable Rate
Maturing in:		Principal Amount	Average Rates		Notional Amount	Average Pay Rate	(1)	Average Receive Rate
2012	$	0	6.625%	$	0	*		6.625%
2013		0	6.625%		0	*		6.625%
2014		0	6.625%		0	*		6.625%
2015		0	6.625%		0	*		6.625%
2016		0	6.625%		0	*		6.625%
2017 and thereafter	$	75,000	6.625%		75,000	*		6.625%
Total	$	75,000		$	75,000
Fair Value at
10/28/2011	$	75,000		$	1,228

¹  The average pay rate is LIBOR plus 4.47%.

Currency Risks

We own significant operations in Canada, France and the United Kingdom. To the extent that sales are transacted in a foreign currency, we are subject to foreign currency fluctuation risk. Furthermore, we have assets denominated in foreign currencies that are not offset by liabilities in such foreign currencies. At October 28, 2011, we had the following monetary assets subject to foreign currency fluctuation risk: U.S. dollar-denominated backlog with customers whose functional currency is other than the U.S. dollar; U.S. dollar-denominated accounts receivable and payable; and certain forward contracts, which are not accounted for as a cash flow hedge. The foreign exchange rate for the dollar relative to the euro decreased to 0.707 at October 28, 2011, from 0.718 at October 29, 2010; the dollar relative to the U.K. pound decreased to 0.620 from 0.624; and the dollar relative to the Canadian dollar decreased to 0.992 from 1.02. Foreign currency transactions affecting monetary assets and forward contracts resulted in a $14.2 million gain in fiscal 2011, a $6.1 million gain in fiscal 2010, and a $12.6 million loss in fiscal 2009. The $14.2 million gain in fiscal 2011 included a $6.3 million gain due to our holding euros to fund the Souriau acquisition. The $12.6 million loss in fiscal 2009 was principally due to our holding of pounds sterling to fund the Racal Acoustics acquisition during a period of foreign exchange volatility, resulting in a $7.9 million foreign currency transaction loss in January 2009.

Our policy is to hedge a portion of our forecasted transactions using forward exchange contracts with maturities up to 23 months. The Company does not enter into any forward contracts for trading purposes. At October 28, 2011, and October 29, 2010, the notional value of foreign currency forward contracts was $431.2 million and $245.5 million, respectively. The net fair value of these contracts was a $5.7 million asset and an $11.1 million asset at October 28, 2011, and October 29, 2010, respectively. If the U.S. dollar increased by a hypothetical 5%, the effect on the fair value of the foreign currency contracts would be an increase of $19.0 million. If the U.S. dollar decreased by a hypothetical 5%, the effect on the fair value of the foreign currency contracts would be a decrease of $21.9 million.

The following tables provide information about our significant derivative financial instruments, including foreign currency forward exchange agreements and certain firmly committed sales transactions denominated in currencies other than the functional currency at October 28, 2011, and October 29, 2010. The information about certain firmly committed sales contracts and derivative financial instruments is in U.S. dollar equivalents. For forward foreign currency exchange agreements, the following tables present the notional amounts at the current exchange rate and weighted-average contractual foreign currency exchange rates by contractual maturity dates.

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Firmly Committed Sales Contracts

Operations with Foreign Functional Currency

At October 28, 2011

Principal Amount by Expected Maturity

		00000000000000000		00000000000000000		00000000000000000
In Thousands	Firmly Committed Sales Contracts in United States Dollar
Fiscal Years		Canadian Dollar		Euro		U.K. Pound
2012	$	177,056	$	74,559	$	67,277
2013		12,289		14,855		14,601
2014		311		304		6,313
2015		0		22		6,021
2016 and thereafter		5,796		6		6,076
Total	$	195,452	$	89,746	$	100,288

Derivative Contracts

Operations with Foreign Functional Currency

At October 28, 2011

Notional Amount by Expected Maturity

Average Foreign Currency Exchange Rate (USD/Foreign Currency) ¹

Related Forward Contracts to Sell U.S. Dollar for Euro

	00000000000000000		00000000000000000	00000000000000000
Dollars in Thousands, Except for Average Contract Rate		United States Dollar
Fiscal Years			Notional Amount	Avg. Contract Rate
2012		$	76,200	1.373
2013			4,240	1.388
Total		$	80,440
Fair Value at 10/28/2011		$	2,060

¹  The Company has no derivative contracts maturing after fiscal 2013.

Derivative Contracts

Operations with Foreign Functional Currency

At October 28, 2011

Notional Amount by Expected Maturity

Average Foreign Currency Exchange Rate (USD/Foreign Currency) ¹

Related Forward Contracts to Sell U.S. Dollar for U.K. Pound

	0000000000000000		0000000000000000	0000000000000000
Dollars in Thousands, Except for Average Contract Rate		United States Dollar
Fiscal Years			Notional Amount	Avg. Contract Rate
2012		$	53,124	1.581
2013			15,110	1.594
Total		$	68,234
Fair Value at 10/28/2011		$	816

¹  The Company has no derivative contracts maturing after fiscal 2013.

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Derivative Contracts

Operations with Foreign Functional Currency

At October 28, 2011

Notional Amount by Expected Maturity

Average Foreign Currency Exchange Rate (USD/Foreign Currency) ¹

Related Forward Contracts to Sell U.S. Dollar for Canadian Dollar

	00000000000000000		00000000000000000	00000000000000000
Dollars in Thousands, Except for Average Contract Rate		United States Dollar
Fiscal Years			Notional Amount	Avg. Contract Rate
2012		$	145,002	.980
2013			87,594	1.000
Total		$	232,596
Fair Value at 10/28/2011		$	3,593

¹  The Company has no derivative contracts maturing after fiscal 2013.

Firmly Committed Sales Contracts

Operations with Foreign Functional Currency

At October 29, 2010

Principal Amount by Expected Maturity

		00000000000000000		00000000000000000		00000000000000000
In Thousands	Firmly Committed Sales Contracts in United States Dollar
Fiscal Years	Canadian Dollar		Euro		U.K. Pound
2011	$	211,481	$	55,841	$	33,198
2012		30,692		11,920		2,646
2013		849		20		116
2014		383		0		116
2015 and thereafter		7,145		0		0
Total	$	250,550	$	67,781	$	36,076

Derivative Contracts

Operations with Foreign Functional Currency

At October 29, 2010

Notional Amount by Expected Maturity

Average Foreign Currency Exchange Rate (USD/Foreign Currency) ¹

Related Forward Contracts to Sell U.S. Dollar for Euro

	00000000000000000		00000000000000000		00000000000000000
Dollars in Thousands, Except for Average Contract Rate		United States Dollar
Fiscal Years		Notional Amount		Avg. Contract Rate
2011		$	31,248		1.357
2012			3,210		1.321
Total		$	34,458
Fair Value at 10/29/2010		$	937

¹  The Company has no derivative contracts maturing after fiscal 2012.

35

Derivative Contracts

Operations with Foreign Functional Currency

At October 29, 2010

Notional Amount by Expected Maturity

Average Foreign Currency Exchange Rate (USD/Foreign Currency) ¹

Related Forward Contracts to Sell U.S. Dollar for U.K. Pound

	00000000000000000		00000000000000000		00000000000000000
Dollars in Thousands, Except for Average Contract Rate		United States Dollar
Fiscal Years		Notional Amount		Avg. Contract Rate
2011		$	43,253		1.561
2012			11,740		1.556
Total		$	54,993
Fair Value at 10/29/2010		$	1,223

¹  The Company has no derivative contracts maturing after fiscal 2012.

Derivative Contracts

Operations with Foreign Functional Currency

At October 29, 2010

Notional Amount by Expected Maturity

Average Foreign Currency Exchange Rate (USD/Foreign Currency) ¹

Related Forward Contracts to Sell U.S. Dollar for Canadian Dollar

	00000000000000000		00000000000000000		00000000000000000
Dollars in Thousands, Except for Average Contract Rate		United States Dollar
Fiscal Years		Notional Amount		Avg. Contract Rate
2011		$	112,854		.908
2012			43,220		.944
Total		$	156,074
Fair Value at 10/29/2010		$	9,541

¹  The Company had no derivative contracts maturing after fiscal 2012.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from estimates under different assumptions or conditions. These estimates and assumptions are affected by our application of accounting policies. Our critical accounting policies include revenue recognition, accounting for the allowance for doubtful accounts receivable, accounting for inventories at the lower of cost or market, accounting for goodwill and intangible assets in business combinations, impairment of goodwill and intangible assets, accounting for legal contingencies, accounting for pension benefits, and accounting for income taxes.

Revenue Recognition

We recognize revenue when the title and risk of loss have passed to the customer, there is persuasive evidence of an agreement, delivery has occurred or services have been rendered, the price is determinable, and the collectibility is reasonably assured. We recognize product revenues at the point of shipment or delivery in accordance with the terms of sale. Sales are net of returns and allowances. Returns and allowances are not significant because products are manufactured to customer specification and are covered by the terms of the product warranty.

36

Revenues and profits on fixed-price contracts with significant engineering as well as production requirements are recorded based on the achievement of contractual milestones and the ratio of total actual incurred costs to date to total estimated costs for each contract (cost-to-cost method). We review cost performance and estimates to complete on our ongoing contracts at least quarterly. The impact of revisions of profit estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period they become evident. When change orders have been approved by both the company and the customer for both scope and price and realization is deemed probable, the original contract price is adjusted and revenues are recognized on contract performance (as determined by the achievement of contractual milestones and the cost-to-cost method). For partially approved change orders, costs attributable to unpriced change orders are treated as costs of the contract performance in the period the costs are incurred. Claims are also recognized as contract revenue when approved by both the company and the customer, based on contract performance.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts for losses expected to be incurred on accounts receivable balances. Judgment is required in estimation of the allowance and is based upon specific identification, collection history and creditworthiness of the debtor.

Inventories

We account for inventories on a first-in, first-out or average cost method of accounting at the lower of its cost or market. The determination of market requires judgment in estimating future demand, selling prices and cost of disposal. Judgment is required when determining inventory cost adjustments. Inventory cost adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part-level basis to forecasted product demand and historical usage.

Impairment of Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are required to be tested for impairment at least annually. We are also required to test goodwill for impairment between annual tests if events occur or circumstances change that would more likely than not reduce our enterprise fair value below its book value. These events or circumstances could include a significant change in the business climate, including a significant sustained decline in an entity’s market value, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business, or other factors.

Goodwill is tested for impairment in a two-step process. The first step (Step One) of the goodwill impairment test involves estimating the fair value of a reporting unit. Fair value (Fair Value) is defined as “the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced liquidation sale.” A reporting unit is generally defined at the operating segment level or at the component level one level below the operating segment, if said component constitutes a business. The Fair Value of a reporting unit is then compared to its carrying value, which is defined as the book basis of total assets less total liabilities. In the event a reporting unit’s carrying value exceeds its estimated Fair Value, evidence of potential impairment exists. In such a case, the second step (Step Two) of the impairment test is required, which involves allocating the Fair Value of the reporting unit to all of the assets and liabilities of that unit, with the excess of Fair Value over allocated net assets representing the Fair Value of goodwill. An impairment loss is measured as the amount by which the carrying value of the reporting unit’s goodwill exceeds the estimated Fair Value of goodwill.

As we have grown through acquisitions, we have accumulated $1.2 billion of goodwill and $48.8 million of indefinite-lived intangible assets out of total assets of $3.4 billion at October 28, 2011. The amount of any annual or interim impairment could be significant and could have a material adverse effect on our reported financial results for the period in which the charge is taken. We performed our impairment review for fiscal 2011 as of July 30, 2011, and our Step One analysis indicates that no impairment of goodwill or other indefinite-lived assets exists at any of our reporting units.

During fiscal 2009, management determined that the trade name useful life was no longer indefinite as a result of further integration of advanced sensors units and promotion of the Advanced Sensors brand name. An impairment test was required to be performed to value the trade name at fair value, which resulted in the impairment charge of $3.0 million.

The valuation of reporting units requires judgment in estimating future cash flows, discount rates and estimated product life cycles. In making these judgments, we evaluate the financial health of the business, including such factors as industry performance, changes in technology and operating cash flows.

37

We used available market data and a discounted cash flow analysis in completing our 2011 annual impairment test. We believe that our cash flow estimates are reasonable based upon the historical cash flows and future operating and strategic plans of our reporting units. In addition to cash flow estimates, our valuations are sensitive to the rate used to discount cash flows and future growth assumptions. The fair value of all our reporting units exceeds its book value by greater than 30%. A 0.5% change in the discount rate used in the cash flow analysis would result in a change in the fair value of our reporting units of approximately $94.9 million. A 0.5% change in the growth rate assumed in the calculation of the terminal value of cash flows would result in a change in the fair value of our reporting units by $63.8 million. None of these changes would have resulted in any of our reporting units to be impaired.

Impairment of Long-lived Assets

Long-lived assets that are to be disposed of are required to be reported at the lower of its carrying amount or fair value less cost to sell. An asset (other than goodwill and indefinite-lived intangible assets) is considered impaired when estimated future cash flows are less than the carrying amount of the asset. The first step (Step One) of an impairment test of long-lived assets is to determine the amount of future undiscounted cash flow of the long-lived asset. In the event the undiscounted future cash flow is less than the carrying amount of the long-lived asset, a second step is required (Step Two), and the long-lived asset is adjusted to its estimated fair value. Fair value is generally determined based upon estimated discounted future cash flows.

We performed a Step One impairment test of property, plant and equipment with a net book value of $28.0 million at our non-U.S. flare countermeasure operation. Our non-U.S. flare countermeasure operation incurred an operating loss of $9.8 million in fiscal 2011. We determined that the undiscounted future cash flow of the business was significantly in excess of the book value of property, plant and equipment, and accordingly, no Step Two impairment test was required.

As we have grown through acquisitions, we have accumulated $645.1 million of definite-lived intangible assets. The amount of any annual or interim impairment could be significant and could have a material adverse effect on our reported financial results for the period in which the charge is taken.

Contingencies

We are party to various lawsuits and claims, both as plaintiff and defendant, and have contingent liabilities arising from the conduct of business. We are covered by insurance for general liability, product liability, workers’ compensation and certain environmental exposures, subject to certain deductible limits. We are self-insured for amounts less than our deductible and where no insurance is available. An estimated loss from a contingency should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss.

Pension and Other Post-Retirement Benefits

We account for pension expense using the end of the fiscal year as our measurement date. We select appropriate assumptions including discount rate, rate of increase in future compensation levels and assumed long-term rate of return on plan assets and expected annual increases in costs of medical and other health care benefits in regard to our post-retirement benefit obligations. Our assumptions are based upon historical results, the current economic environment and reasonable expectations of future events. Actual results which vary from our assumptions are accumulated and amortized over future periods and, accordingly, are recognized in expense in these periods. Significant differences between our assumptions and actual experience or significant changes in assumptions could impact the pension costs and the pension obligation.

Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our financial position and results of operations.

38

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) amended guidance related to the testing of goodwill for impairment. The revised standard is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The Company will adopt this guidance in the first quarter of 2012 and does not expect a significant impact to the Company’s financial statements.

In June 2011, the FASB amended requirements for the presentation of other comprehensive income (OCI), requiring presentation of comprehensive income in either a single, continuous statement of comprehensive income or on separate but consecutive statements, the statement of operations and the statement of OCI. The amendment is effective for the Company at the beginning of fiscal year 2013, with early adoption permitted. The adoption of this guidance will not impact the Company’s financial position, results of operations or cash flows and will only impact the presentation of OCI on the financial statements.

In May 2011, the FASB amended the guidance regarding fair value measurement and disclosure. The amended guidance clarifies the application of existing fair value measurement and disclosure requirements. The amendment is effective for the Company at the beginning of fiscal 2012, with early adoption prohibited. The adoption of this amendment is not expected to materially affect the Company’s financial statements.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

We hereby incorporate by reference the information set forth under the section “Disclosures About Market Risk” under Item 7.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statement of Operations

In Thousands, Except Per Share Amounts

For Each of the Three Fiscal Years in the Period Ended October 28, 2011	2011			2010			2009
Net Sales	$	1,717,985		$	1,526,601		$	1,407,459
Cost of Sales		1,128,265			1,010,390			954,161
		589,720			516,211			453,298
Expenses
Selling, general and administrative		304,154			258,290			235,483
Research, development and engineering		94,505			69,753			64,456
Other (income) expense		(6,853	)		(8	)		7,970
Total Expenses		391,806			328,035			307,909
Operating Earnings From Continuing Operations		197,914			188,176			145,389
Interest income		(1,615	)		(960	)		(1,634	)
Interest expense		40,216			33,181			28,689
Loss on extinguishment of debt		831			1,206			0
Income From Continuing Operations
Before Income Taxes		158,482			154,749			118,334
Income Tax Expense		24,938			24,504			12,549
Income From Continuing Operations
Including Noncontrolling Interests		133,544			130,245			105,785
Income Attributable to Noncontrolling Interests		(457	)		(206	)		(217	)
Income From Continuing Operations
Attributable to Esterline, Net of Tax		133,087			130,039			105,568
Income (Loss) From Discontinued Operations
Attributable to Esterline, Net of Tax		(47	)		11,881			14,230
Net Earnings Attributable to Esterline	$	133,040		$	141,920		$	119,798

39

Consolidated Statement of Operations

In Thousands, Except Per Share Amounts

For Each of the Three Fiscal Years in the Period Ended October 28, 2011	2011		2010		2009
Earnings Per Share Attributable to Esterline – Basic:
Continuing operations	$	4.36	$	4.34	$	3.55
Discontinued operations		.00		.39		.48
Earnings Per Share Attributable to Esterline – Basic	$	4.36	$	4.73	$	4.03
Earnings Per Share Attributable to Esterline – Diluted:
Continuing operations	$	4.27	$	4.27	$	3.52
Discontinued operations		.00		.39		.48
Earnings Per Share Attributable to Esterline – Diluted	$	4.27	$	4.66	$	4.00

See Notes to Consolidated Financial Statements.

40

Consolidated Balance Sheet

In Thousands, Except Share and Per Share Amounts

As of October 28, 2011 and October 29, 2010	2011		2010
Assets
Current Assets
Cash and cash equivalents	$	185,035	$	422,120
Cash in escrow		5,011		0
Accounts receivable, net of allowances of $7,063 and $4,865		369,826		309,242
Inventories		402,548		262,373
Income tax refundable		2,857		17,806
Deferred income tax benefits		48,251		37,539
Prepaid expenses		19,245		16,264
Other current assets		6,540		11,241
Total Current Assets		1,039,313		1,076,585
Property, Plant and Equipment
Land		34,029		28,583
Buildings		225,600		186,435
Machinery and equipment		410,291		330,986
		669,920		546,004
Accumulated depreciation		301,504		272,234
		368,416		273,770
Other Non-Current Assets
Goodwill		1,163,725		739,730
Intangibles, net		693,915		389,017
Debt issuance costs, net of accumulated amortization of $2,700 and $4,536		10,695		7,774
Deferred income tax benefits		79,605		87,622
Other assets		22,917		13,240
Total Assets	$	3,378,586	$	2,587,738

See Notes to Consolidated Financial Statements.

41

As of October 28, 2011 and October 29, 2010	2011			2010
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	119,888		$	82,275
Accrued liabilities		270,422			215,094
Credit facilities		5,000			1,980
Current maturities of long-term debt		11,595			12,646
Deferred income tax liabilities		9,538			7,155
Federal and foreign income taxes		1,918			5,227
Total Current Liabilities		418,361			324,377
Long-Term Liabilities
Credit facilities		360,000			0
Long-term debt, net of current maturities		660,028			598,972
Deferred income tax liabilities		238,709			127,081
Pension and post-retirement obligations		107,877			105,333
Other liabilities		19,693			16,476
Shareholders’ Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued and outstanding 30,613,448 and 30,279,509 shares		6,123			6,056
Additional paid-in capital		551,703			528,724
Retained earnings		1,007,821			874,781
Accumulated other comprehensive income (loss)		(2,812	)		3,235
Total Esterline shareholders’ equity		1,562,835			1,412,796
Noncontrolling interests		11,083			2,703
Total Shareholders’ Equity		1,573,918			1,415,499
Total Liabilities and Shareholders’ Equity	$	3,378,586		$	2,587,738

See Notes to Consolidated Financial Statements.

42

Consolidated Statement of Cash Flows

In Thousands

For Each of the Three Fiscal Years in the Period Ended October 28, 2011	2011			2010			2009
Cash Flows Provided (Used)       by Operating Activities
Net earnings including noncontrolling interests	$	133,497		$	142,126		$	120,015
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided
(used) by operating activities:
Depreciation and amortization		84,658			72,117			71,511
Deferred income tax		(12,345	)		(9,997	)		(11,468	)
Share-based compensation		7,963			7,134			7,349
Gain on sale of discontinued operations		0			(14,625	)		(26,481	)
Gain on sale of capital assets		(3,684	)		0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		23,811			(39,164	)		54,546
Inventories		15			10,734			6,054
Prepaid expenses		667			1,114			(3,890	)
Other current assets		(2,575	)		2,285			(15,428	)
Accounts payable		(2,942	)		856			(18,787	)
Accrued liabilities		(10,509	)		21,303			(11,933	)
Federal and foreign income taxes		(816	)		(6,607	)		737
Other liabilities		(22,983	)		(7,571	)		(7,663	)
Other, net		(2,328	)		96			(7,893	)
		192,429			179,801			156,669
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(49,507	)		(45,540	)		(59,184	)
Escrow deposit		(14,033	)		0			0
Proceeds from sale of discontinued operations, net of cash		0			24,994			62,944
Proceeds from sale of capital assets		9,453			595			1,089
Acquisitions of businesses, net of cash acquired		(814,934	)		(768	)		(255,206	)
		(869,021	)		(20,719	)		(250,357	)

43

For Each of the Three Fiscal Years in the Period Ended October 28, 2011	2011			2010			2009
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,253			13,654			3,137
Excess tax benefits from stock option exercises		1,830			3,488			119
Proceeds from long-term credit facilities		400,014			(4,015	)		99
Repayment of long-term debt and credit facilities		(164,916	)		(183,082	)		(34,444	)
Proceeds from issuance of long-term debt		176,875			250,000			125,000
Proceeds from government assistance		15,000			9,168			11,145
Dividends paid to noncontrolling interests		(238	)		(234	)		(283	)
Debt and other issuance costs		(5,398	)		(4,719	)		(1,258	)
		436,420			84,260			103,515
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		3,087			1,984			6,322
Net Increase (Decrease) in Cash and Cash Equivalents		(237,085	)		245,326			16,149
Cash and Cash Equivalents – Beginning of Year		422,120			176,794			160,645
Cash and Cash Equivalents – End of Year	$	185,035		$	422,120		$	176,794
Supplemental Cash Flow Information
Cash paid for interest	$	38,361		$	30,629		$	27,988
Cash paid for taxes		45,074			53,704			40,293
Supplemental Non-cash Investing and Financing Activities
Capital asset and lease obligation additions		0			8,139			28,202

See Notes to Consolidated Financial Statements.

44

Consolidated Statement of Shareholders’

Equity and Comprehensive Income (Loss)

In Thousands, Except Per Share Amounts

For Each of the Three Fiscal Years in the Period Ended October 28, 2011	2011			2010			2009
Common Stock, Par Value $.20 Per Share
Beginning of year	$	6,056		$	5,955		$	5,927
Shares issued under stock option plans		67			101			28
End of year		6,123			6,056			5,955
Additional Paid-in Capital
Beginning of year		528,724			504,549			493,972
Shares issued under stock option plans		15,016			17,041			3,228
Share-based compensation expense		7,963			7,134			7,349
End of year		551,703			528,724			504,549
Retained Earnings
Beginning of year		874,781			732,861			613,063
Net earnings		133,040			141,920			119,798
End of year		1,007,821			874,781			732,861
Accumulated Other Comprehensive Income (Loss)
Beginning of year		3,235			9,656			(86,621	)
Change in fair value of derivative financial instruments, net of tax (expense) benefit of $2,282, $1,045 and $(11,072)		(5,934	)		(1,407	)		24,179
Change in pension and post-retirement obligations, net of tax (expense) benefit of $5,060, $3,741 and $11,636		(9,986	)		(10,618	)		(20,265	)
Foreign currency translation adjustment		9,873			5,604			92,363
End of year		(2,812	)		3,235			9,656
Noncontrolling Interests
Beginning of year		2,703			2,731			2,797
Net changes in equity attributable to noncontrolling interest		8,380			(28	)		(66	)
End of year		11,083			2,703			2,731
Total Shareholders’ Equity	$	1,573,918		$	1,415,499		$	1,255,752
Comprehensive Income (Loss)
Net earnings	$	133,040		$	141,920		$	119,798
Change in fair value of derivative financial instruments, net of tax		(5,934	)		(1,407	)		24,179
Change in pension and post-retirement obligations, net of tax		(9,986	)		(10,618	)		(20,265	)
Foreign currency translation adjustment		9,873			5,604			92,363
Comprehensive Income (Loss)	$	126,993		$	135,499		$	216,075

See Notes to Consolidated Financial Statements.

45

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 serves the aerospace and defense industry, primarily in the United States and Europe. The Company also serves the industrial/commercial and medical markets.

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 U.S. generally accepted accounting principles, 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.

Concentration of Risks

The Company’s products are principally focused on the aerospace and defense industry, which includes military and commercial aircraft original equipment manufacturers and their suppliers, commercial airlines, and the United States and foreign governments. Sales to the U.S. government aggregated 10% of sales in fiscal 2011 and 2010. Accordingly, the Company’s current and future financial performance is dependent on the economic condition of the aerospace and defense industry. The commercial aerospace market has historically been subject to cyclical downturns during periods of weak economic conditions or material changes arising from domestic or international events. Management believes that the Company’s sales are fairly well balanced across its customer base, which includes not only aerospace and defense customers but also medical and industrial commercial customers. However, material changes in the economic conditions of the aerospace industry could have a material effect on the Company’s results of operations, financial position or cash flows.

Revenue Recognition

The Company recognizes revenue when the title and risk of loss have passed to the customer, there is persuasive evidence of an agreement, delivery has occurred or services have been rendered, the price is determinable, and the collectibility is reasonably assured. The Company recognizes product revenues at the point of shipment or delivery in accordance with the terms of sale. Sales are net of returns and allowances. Returns and allowances are not significant because products are manufactured to customer specification and are covered by the terms of the product warranty.

Revenues and profits on fixed-price contracts with significant engineering as well as production requirements are recorded based on the achievement of contractual milestones and the ratio of total actual incurred costs to date to total estimated costs for each contract (cost-to-cost method). Types of milestones include design review and prototype completion. The Company reviews cost performance and estimates to complete on its ongoing contracts at least quarterly. The impact of revisions of profit estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period they become evident. When change orders have been approved by both the company and the customer for both scope and price and realization is deemed probable, the original contract price is adjusted and revenues are recognized on contract performance (as determined by the achievement of contractual milestones and the cost-to-cost method). For partially approved change orders, costs attributable to unpriced change orders are treated as costs of the contract performance in the period the costs are incurred. Claims are also recognized as contract revenue when approved by both the company and the customer, based on contract performance.

Research and Development

Expenditures for internally-funded research and development are expensed as incurred. Customer-funded research and development projects performed under contracts are accounted for as work in process as work is performed and recognized as cost of sales and sales under the proportional performance method. Research and development expenditures are net of government assistance and tax subsidies, which are not contingent upon paying income tax. In addition, government assistance for research and development is recorded as a reduction of research and development expense when repayment royalties are contingent upon sales generated directly from the funded research and development. If reimbursement is not tied directly to sales generated from the funded research and development, the assistance is accounted for as a loan until the criteria for forgiveness has been met.

46

Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, long-term debt, foreign currency forward contracts, and interest rate swap agreements. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement dates of these instruments. The fair market value of the Company’s long-term debt and short-term borrowings was estimated at $1.0 billion and $640.5 million at fiscal year end 2011 and 2010, respectively. These estimates were derived using discounted cash flows with interest rates currently available to the Company for issuance of debt with similar terms and remaining maturities.

Foreign Currency Exchange Risk Management

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. Furthermore, the Company has assets denominated in foreign currencies that are not offset by liabilities in such foreign currencies. The Company has significant operations in Canada, France, Germany and the United Kingdom and, accordingly, we may experience gains or losses due to foreign exchange fluctuations.

The Company’s policy is to hedge a portion of its forecasted transactions using forward exchange contracts, with maturities up to 23 months. 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 other comprehensive income 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 amount of hedge ineffectiveness has not been material in any of the three fiscal years in the period ended October 28, 2011. At October 28, 2011, and October 29, 2010, the notional value of foreign currency forward contracts accounted for as a cash flow hedge was $288.9 million and $205.7 million, respectively. The fair value of these contracts was $4.6 million and $10.7 million at October 28, 2011, and October 29, 2010, respectively. The Company does not enter into any forward contracts for trading purposes.

In February 2006, the Company entered into a U.K. term loan for £57.0 million. The Company designated the U.K. term loan as a hedge of the investment in a certain U.K. business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of accumulated other comprehensive income in shareholders’ equity. The U.K. term loan was paid off in fiscal 2009. The loss of $4.8 million net of taxes included in Accumulated Other Comprehensive Income will remain until the underlying investment in a certain U.K. business unit is liquidated.

In July 2011, the Company entered into a Euro Term Loan for €125.0 million under the secured credit facility. The Company designated the Euro Term Loan a hedge of the investment in a certain French business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of accumulated other comprehensive income in shareholders’ equity. To the extent that this hedge is ineffective, the foreign currency gain or loss is recorded in earnings. There was no ineffectiveness in 2011. The gain or loss included in Accumulated Other Comprehensive Income will remain until the underlying investment in a certain French business unit is liquidated. The amount of foreign currency translation included in Accumulated Other Comprehensive Income was a gain of $5.1 million at October 28, 2011.

Interest Rate Risk Management

Depending on the interest rate environment, the Company may enter into interest rate swap agreements to convert the fixed interest rates on notes payable to variable interest rates or terminate any swap agreements in place. These interest rate swap agreements have been designated as fair value hedges. Accordingly, gain or loss on swap agreements as well as the offsetting loss or gain on the hedged portion of notes payable are recognized in interest expense during the period of the change in fair values. The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement.

In December 2010, the Company entered into an interest rate swap agreement for $75.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $75.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.47% and was 4.90% at October 28, 2011.

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In November 2010, the Company entered into an interest rate swap agreement for $100.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $100.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.87% and was 5.29% at October 28, 2011.

In June 2009, the Company entered into an interest rate swap agreement on the $175.0 million Senior Subordinated Notes due in 2013. The swap agreement exchanged the fixed interest rate of 7.75% for a variable interest rate on the $175.0 million principal amount outstanding. The variable interest rate is based upon LIBOR plus 5.37% and was 5.61% at October 30, 2009. The swap was terminated in fourth quarter of fiscal 2010 upon the repayment of the $175.0 million Senior Subordinated Notes due in 2013.

A deferred gain of $3.7 million from terminated swap agreements was recognized in fiscal 2010 upon the repayment of the $175.0 million Senior Subordinated Notes due 2013. A loss on extinguishment of debt was recorded for $1.2 million, which includes the recognition of the previously deferred gains of $3.7 million.

Depending on the interest rate environment, the Company may enter into interest rate swap agreements to convert the variable interest rates on notes payable to fixed interest rates. These swap agreements are accounted for as cash flow hedges and the fair market value of the hedge instrument is included in Other Comprehensive Income.

The fair market value of the interest rate swaps was estimated by discounting expected cash flows using quoted market interest rates.

Foreign Currency Translation

Foreign currency assets and liabilities are translated into their U.S. dollar equivalents based on year end exchange rates. Revenue and expense accounts are 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 comprehensive income. Accumulated gain on foreign currency translation adjustment was $68.6 million, $58.8 million and $53.2 million as of the fiscal years ended October 28, 2011, October 29, 2010, and October 30, 2009, respectively.

Foreign Currency Transaction Gains and Losses

Foreign currency transaction gains and losses are included in results of operations and are primarily the result of revaluing assets and liabilities denominated in a currency other than the functional currency, gains and losses on forward exchange contracts and the change in value of foreign currency embedded derivatives in backlog. These foreign currency transactions resulted in a $14.2 million gain in fiscal 2011, a $6.1 million gain in fiscal 2010, and a $12.6 million loss in fiscal 2009.

Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less at the date of purchase. Fair value of cash equivalents approximates carrying value. Cash equivalents included $29.3 million and $28.8 million in cash for a letter of credit at October 28, 2011, and October 29, 2010, respectively.

Accounts Receivable

Accounts receivable are recorded at the net invoice price for sales billed to customers. Accounts receivable are considered past due when outstanding more than normal trade terms allow. An allowance for doubtful accounts is established when losses are expected to be incurred. Accounts receivable are written off to the allowance for doubtful accounts when the balance is considered to be uncollectible.

Inventories

Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost method. Inventory cost includes material, labor and factory overhead. The Company defers pre-production engineering costs as work-in-process inventory in connection with long-term supply arrangements that include contractual guarantees for reimbursement from the customer. Inventory cost adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part level basis to forecasted product demand and historical usage.

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 15 to 30 years for buildings

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and 3 to 10 years for machinery and equipment. Depreciation expense was $42.5 million, $39.5 million, and $39.2 million for fiscal years 2011, 2010 and 2009, respectively. Assets under capital leases were $38.1 million at October 28, 2011, and $44.4 million at October 29, 2010. Amortization expense of assets accounted for as capital leases is included with depreciation expense. The fair value of liabilities related to the retirement of property is recorded when there is a legal or contractual obligation to incur asset retirement costs and the costs can be estimated. The Company records the asset retirement cost by increasing the carrying cost of the underlying property by the amount of the asset retirement obligation. The asset retirement cost is depreciated over the estimated useful life of the underlying property.

Debt Issuance Costs

Costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt using a method that approximates the effective interest method.

Long-lived Asset Impairments

The carrying amount of long-lived assets is reviewed periodically for impairment. An asset (other than goodwill and indefinite-lived intangible assets) is considered impaired when estimated future undiscounted 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 estimated discounted future cash flows.

Goodwill and Intangibles

Goodwill is not amortized, but is tested for impairment at least annually. A reporting unit is generally defined at the operating segment level or at the component level one level below the operating segment, if said component constitutes a business. Goodwill is allocated to reporting units based upon the purchase price of the acquired unit, the valuation of acquired tangible and intangible assets, and liabilities assumed. When a reporting unit’s carrying value exceeds its estimated fair value, an impairment test is required. This test involves allocating the fair value of the reporting unit to all of the assets and liabilities of that unit, with the excess of fair value over allocated net assets representing the fair value of goodwill. An impairment loss is measured as the amount by which the carrying value of goodwill exceeds the estimated fair value of goodwill.

Intangible assets are amortized over their estimated period of benefit, ranging from 2 to 20 years. Amortization expense is reflected in selling, general and administrative expense on the Consolidated Statement of Operations. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that an impairment exists.

Indefinite-lived intangible assets (other than goodwill) are tested annually for impairment or more frequently on an interim basis if circumstances require.

Environmental

Environmental exposures are provided for at the time they are known to exist or are considered probable and reasonably 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.

Pension Plan and Post-Retirement Benefit Plan Obligations

The Company accounts for pension expense using the end of the fiscal year as its measurement date. Management selects appropriate assumptions including discount rate, rate of increase in future compensation levels and assumed long-term rate of return on plan assets and expected annual increases in costs of medical and other health care benefits in regard to the Company’s post-retirement benefit obligations. These assumptions are based upon historical results, the current economic environment and reasonable expectations of future events. Actual results which vary from assumptions are accumulated and amortized over future periods and, accordingly, are recognized in expense in these periods. Significant differences between our assumptions and actual experience or significant changes in assumptions could impact the pension costs and the pension obligation.

Share-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

Product Warranties

Estimated product warranty expenses are recorded when the covered products are shipped to customers and recognized as revenue. Product warranty expense is estimated based upon the terms of the warranty program.

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Income Taxes

The Company recognizes the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.

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. Common shares issuable from stock options that are excluded from the calculation of diluted earnings per share because they were anti-dilutive were 331,300, 50,984, and 1,385,596 for fiscal 2011, 2010 and 2009, respectively. The weighted average number of shares outstanding used to compute basic earnings per share was 30,509,000, 29,973,000, and 29,717,000 for fiscal years 2011, 2010 and 2009, respectively. The weighted average number of shares outstanding used to compute diluted earnings per share was 31,154,000, 30,477,000, and 29,951,000 for fiscal years 2011, 2010 and 2009, respectively.

Subsequent Events

The Company has evaluated subsequent events through the date the Consolidated Financial Statements were issued.

Recently Issued Accounting Standards

In September 2011, the Financial Accounting Standards Board (FASB) amended guidance related to the testing of goodwill for impairment. The revised standard is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The Company will adopt this guidance in the first quarter of 2012 and does not expect a significant impact to the Company’s financial statements.

In June 2011, the FASB amended requirements for the presentation of other comprehensive income (OCI), requiring presentation of comprehensive income in either a single, continuous statement of comprehensive income or on separate but consecutive statements, the statement of operations and the statement of OCI. The amendment is effective for the Company at the beginning of fiscal year 2013, with early adoption permitted. The adoption of this guidance will not impact the Company’s financial position, results of operations, or cash flows and will only impact the presentation of OCI on the financial statements.

In May 2011, the FASB amended the guidance regarding fair value measurement and disclosure. The amended guidance clarifies the application of existing fair value measurement and disclosure requirements. The amendment is effective for the Company at the beginning of fiscal 2012, with early adoption prohibited. The adoption of this amendment is not expected to materially affect the Company’s financial statements.

NOTE 2:  Discontinued Operations

On September 8, 2010, the Company sold Pressure Systems, Inc., which was included in the Sensors & Systems segment, for approximately $25.0 million, resulting in an after tax gain of $10.4 million. As a result, the consolidated income statement presents Pressure Systems, Inc. as discontinued operations.

On November 3, 2008, the Company sold U.K.-based Muirhead Aerospace Limited and Traxsys Input Products Limited, which were included in the Sensors & Systems segment, for approximately £40.0 million or $63.4 million, resulting in an after-tax gain of $12.6 million. As a result, the consolidated income statement presents Muirhead Aerospace Limited and Traxsys Input Products Limited as discontinued operations.

The operating results of the discontinued operations for fiscal year 2011, 2010 and 2009 consisted of the following:

In Thousands	2011			2010		2009
Sales	$	0		$	16,509	$	17,979
Income (loss) before taxes		(75	)		16,960		29,071
Tax expense (benefit)		(28	)		5,079		14,841
Income (loss) from discontinued operations	$	(47	)	$	11,881	$	14,230

In fiscal 2009, the Company recorded an adjustment that resulted in a reclassification of $3,392,000 of tax benefits from discontinued operations to continued operations offset by a $1,026,000 tax expense to establish a valuation allowance for U.S. foreign tax credits that are not expected to result in a current or future reduction in U.S. income taxes.

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NOTE 3:  Inventories

Inventories at the end of fiscal 2011 and 2010 consisted of the following:

In Thousands	2011		2010
Raw materials and purchased parts	$	130,444	$	109,595
Work in process		168,934		73,336
Inventory costs under long-term contracts		18,990		26,256
Finished goods		84,180		53,186
	$	402,548	$	262,373

NOTE 4:  Goodwill

The following table summarizes the changes in goodwill by segment for fiscal 2011 and 2010:

In Thousands	Avionics & Controls		Sensors & Systems			Advanced Materials			Total
Balance, October 30, 2009	$	427,978	$	92,622		$	216,208		$	736,808
Goodwill adjustments		1,007		0			0			1,007
Sale of businesses		0		(3,319	)		0			(3,319	)
Foreign currency translation adjustment		9,354		(1,914	)		(2,206	)		5,234
Balance, October 29, 2010		438,339		87,389			214,002			739,730
Goodwill from acquisitions		67,613		343,053			0			410,666
Foreign currency translation adjustment		7,556		5,203			570			13,329
Balance, October 28, 2011	$	513,508	$	435,645		$	214,572		$	1,163,725

NOTE 5:  Intangible Assets

Intangible assets at the end of fiscal 2011 and 2010 were as follows:

		2011				2010
In Thousands	Weighted Average Years Useful Life		Gross Carrying Amount		Accum. Amort.		Gross Carrying Amount		Accum. Amort.
Amortized Intangible Assets:
Programs	15	$	728,433	$	157,383	$	442,104	$	120,220
Core technology	16		9,589		5,514		9,589		4,916
Patents and other	12		101,834		31,835		42,336		27,728
Total		$	839,856	$	194,732	$	494,029	$	152,864
Indefinite-lived Intangible Assets:
Trademark		$	48,791			$	47,852

Programs represent the valuation of systems or components sold under long-term supply agreements with aerospace companies, military contractors, and OEM manufacturers using similar technology. The valuation of the program includes the values of the program-specific technology, the backlog of contracts, and the relationship with customers which lead to potential future contracts. The valuation of the program is based upon its discounted cash flow at a market-based discount rate.

In fiscal 2009, management determined that a certain trade name useful life was no longer indefinite as a result of further integration of advanced sensors units and promotion of the Advanced Sensors brand name. An impairment test was required to be performed to value the trade name at fair value, which resulted in a $3.0 million impairment charge. The fair value of the trade name was determined by the relief-from-royalty method of the income approach. The remaining book value of the trade name will be amortized to expense over its five-year useful life.

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Amortization of intangible assets was $40,539,000, $30,705,000, and $30,613,000 in fiscal years 2011, 2010, and 2009, respectively.

Estimated amortization expense related to intangible assets for each of the next five fiscal years is as follows:

In Thousands
Fiscal Year
2012	$	55,523
2013		54,940
2014		54,316
2015		53,230
2016		52,870

NOTE 6:  Accrued Liabilities

Accrued liabilities at the end of fiscal 2011 and 2010 consisted of the following:

In Thousands	2011		2010
Payroll and other compensation	$	123,454	$	81,530
Commissions		5,675		4,873
Casualty and medical		13,435		14,605
Interest		6,599		6,370
Warranties		19,298		17,159
State and other tax accruals		5,383		4,785
Customer deposits		25,143		21,378
Deferred revenue		22,602		17,435
Contract reserves		13,050		13,218
Forward foreign exchange contracts		614		2,112
Unclaimed property – non-U.S.		11,861		11,530
Environmental reserves		4,426		2,713
Asset retirement obligations		308		1,645
Rent and future lease obligations		1,308		1,687
Other		17,266		14,054
	$	270,422	$	215,094

Accrued liabilities are recorded to reflect the Company’s contractual obligations relating to warranty commitments to customers. Warranty coverage of various lengths and terms is provided to customers depending on standard offerings and negotiated contractual agreements. An estimate for warranty expense is recorded at the time of sale based on the length of the warranty and historical warranty return rates and repair costs.

Changes in the carrying amount of accrued product warranty costs are summarized as follows:

In Thousands	2011			2010
Balance, beginning of year	$	17,159		$	14,685
Warranty costs incurred		(4,583	)		(4,478	)
Product warranty accrual		7,239			8,488
Acquisitions		645			0
Release of reserves		(1,476	)		(1,794	)
Sale of businesses		0			(90	)
Foreign currency translation adjustment		314			348
Balance, end of year	$	19,298		$	17,159

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NOTE  7:  Retirement Benefits

Approximately 41% of U.S. employees have a defined benefit earned under the Esterline pension plan.

Under the Esterline plan, pension benefits are based on years of service and five-year average compensation or the highest five consecutive years’ compensation during the last ten years of employment. Esterline amended its defined benefit plan to add the cash balance formula with annual pay credits ranging from 2% to 6% effective January 1, 2003. Participants elected either to continue earning benefits under the current plan formula or to earn benefits under the cash balance formula. Effective January 1, 2003, all new participants are enrolled in the cash balance formula. Esterline also has an unfunded supplemental retirement plan for key executives providing for periodic payments upon retirement.

CMC sponsors defined benefit pension plans and other retirement benefit plans for its non-U.S. employees. Pension benefits are based upon years of service and final average salary. Other retirement benefit plans are non-contributory health care and life insurance plans.

The Company accounts for pension expense using the end of the fiscal year as its measurement date. In addition, the Company makes actuarially computed contributions to these plans as necessary to adequately fund benefits. The Company’s funding policy is consistent with the minimum funding requirements of ERISA. The accumulated benefit obligation and projected benefit obligation for the Esterline plans are $242,163,000 and $250,136,000, respectively, with plan assets of $193,888,000 as of October 28, 2011. The underfunded status for the Esterline plans is $56,248,000 at October 28, 2011. Contributions to the Esterline plans totaled $24,556,000 and $13,910,000 in fiscal years 2011 and 2010, respectively. The expected funding requirement for fiscal 2012 for the U.S. pension plans maintained by Esterline is $21,235,000. The accumulated benefit obligation and projected benefit obligation for the CMC plans are $126,705,000 and $128,944,000, respectively, with plan assets of $103,737,000 as of October 28, 2011. The underfunded status for these CMC plans is $25,207,000 at October 28, 2011. Contributions to the CMC plans totaled $7,906,000 and $6,091,000 in fiscal 2011 and 2010, respectively. The expected funding requirement for fiscal 2012 for the CMC plans is $8,112,000.

Principal assumptions of the Esterline and CMC plans are as follows:

	Esterline            Defined Benefit           Pension Plans						CMC            Defined Benefit           Pension Plans
	2011			2010			2011			2010
Principal assumptions as of fiscal year end:
Discount Rate		5.0	%		5.5	%		5.0	%		5.0	%
Rate of increase in future compensation levels		4.5	%		4.5	%		3.1	%		3.2	%
Assumed long-term rate of return on plan assets		7.5	%		8.0	%		7.0	%		7.0	%
	Esterline Post-Retirement Benefit Plans						CMC Post-Retirement Benefit Plans
	2011			2010			2011			2010
Principal assumptions as of fiscal year end:
Discount Rate		5.0	%		5.5	%		5.0	%		5.0	%
Initial weighted average health care trend rate		6.0	%		6.0	%		3.7	%		4.1	%
Ultimate weighted average health care trend rate		6.0	%		6.0	%		3.2	%		3.4	%

The Company uses a discount rate for expected returns that is a spot rate developed from a yield curve established from high-quality corporate bonds and matched to plan-specific projected benefit payments. Although future changes to the discount rate are unknown, had the discount rate increased or decreased by 25 basis points, pension liabilities in total would have decreased $9.4 million or increased $11.3 million, respectively. If all other assumptions are held constant, the estimated effect on fiscal 2011 pension expense from a hypothetical 25 basis points increase or decrease in both the

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discount rate and expected long-term rate of return on plan assets would not have a material effect on our pension expense. Management is not aware of any legislative or other initiatives or circumstances that will significantly impact the Company’s pension obligations in fiscal 2012.

The assumed health care trend rate has a significant impact on the Company’s post-retirement benefit obligations. The Company’s health care trend rate was based on the experience of its plan and expectations for the future. A 100 basis points increase in the health care trend rate would increase the post-retirement benefit obligation by $1.0 million. A 100 basis points decrease in the health care trend rate would decrease the post-retirement benefit obligation by $0.9 million. Assuming all other assumptions are held constant, the estimated effect on fiscal 2011 post-retirement benefit expense from a hypothetical 100 basis points increase or decrease in the health care trend rate would not have a material effect on our post-retirement benefit expense.

Plan assets are invested in a diversified portfolio of equity and debt securities, consisting primarily of common stocks, bonds and government securities. The objective of these investments is to maintain sufficient liquidity to fund current benefit payments and achieve targeted risk-adjusted returns. Management periodically reviews allocations of plan assets by investment type and evaluates external sources of information regarding the long-term historical returns and expected future returns for each investment type and, accordingly, the 7.5% to 7.0% assumed long-term rate of return on plan assets is considered to be appropriate. Allocations by investment type are as follows:

				Actual
	Target			2011			2010
Plan assets allocation as of fiscal year end:
Equity securities		55 – 75	%		52.3	%		57.0	%
Debt securities		25 – 45	%		38.7	%		39.0	%
Cash		0	%		9.0	%		4.0	%
Total					100.0	%		100.0	%

The following table presents the fair value of the Company’s Pension Plan assets as of October 28, 2011, by asset category segregated by level within the fair value hierarchy, as described in Note 8.

In Thousands	Fair Value Hierarchy
	Level 1		Level 2		Total
Asset category:
Equity Funds
Registered Investments Company Funds – U.S. Equity	$	47,444	$	0	$	47,444
Commingled Trust Funds – U.S. Equity		0		27,936		27,936
U.S. Equity Securities		25,729		0		25,729
Non-U.S. Equity Securities		21,444		0		21,444
Commingled Trust Fund – Non-U.S. Securities		0		34,707		34,707
Fixed Income Securities
Registered Investments Company Funds – Fixed Income		31,790		0		31,790
Commingled Trust Fund – Fixed Income		0		38,070		38,070
Mortgage and Asset-backed		0		317		317
Non-U.S. Foreign Commercial and Government Bonds		46,410		0		46,410
Cash and Cash Equivalents		26,979		0		26,979
Total	$	199,796	$	101,030	$	300,826

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The following table presents the fair value of the Company’s Pension Plan assets as of October 29, 2010, by asset category segregated by level within the fair value hierarchy, as described in Note 8.

In Thousands	Fair Value Hierarchy
	Level 1		Level 2		Total
Asset category:
Equity Funds
Registered Investments Company Funds – U.S. Equity	$	44,705	$	0	$	44,705
Commingled Trust Funds – U.S. Equity		0		25,885		25,885
U.S. Equity Securities		24,113		0		24,113
Non-U.S. Equity Securities		21,932		0		21,932
Commingled Trust Fund – Non-U.S. Securities		0		35,545		35,545
Fixed Income Securities
Registered Investments Company Funds – Fixed Income		28,075		0		28,075
Commingled Trust Fund – Fixed Income		0		33,413		33,413
Mortgage and Asset-backed		0		449		449
Non-U.S. Foreign Commercial and Government Bonds		43,797		0		43,797
Cash and Cash Equivalents		11,975		0		11,975
Total	$	174,597	$	95,292	$	269,889

Valuation Techniques

Level 1 Equity Securities are actively traded on U.S. and non-U.S. exchanges and are either valued using the market approach at quoted market prices on the measurement date or at the net asset value of the shares held by plan on the measurement date based on quoted market prices.

Level 1 fixed income securities are primarily valued using the market approach at either quoted market prices, pricing models that use observable market data, or bids provided by independent investment brokerage firms.

Level 2 primarily consists of commingled trust funds that are primarily valued at the net asset value provided by the fund manager. Net asset value is based on the fair value of the underlying investments.

Cash and cash equivalents includes cash which is used to pay benefits and cash invested in a short-term investment fund that holds securities with values based on quoted market prices, but for which the funds are not valued on quoted market basis.

Net periodic pension cost for the Company’s defined benefit plans at the end of each fiscal year consisted of the following:

	Defined Benefit Pension Plans									Post-Retirement Benefit Plans
In Thousands	2011			2010			2009			2011			2010			2009
Components of Net Periodic Cost
Service cost	$	8,583		$	7,370		$	5,413		$	447		$	326		$	366
Interest cost		19,044			18,950			19,151			754			785			773
Expected return on plan assets		(20,354	)		(17,954	)		(14,878	)		0			0			0
Amortization of prior service cost		21			21			18			0			0			0
Amortization of actuarial (gain) loss		8,450			7,602			3,961			(17	)		(78	)		(90	)
Net periodic cost	$	15,744		$	15,989		$	13,665		$	1,184		$	1,033		$	1,049

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The funded status of the defined benefit pension and post-retirement plans at the end of fiscal 2011 and 2010 were as follows:

	Defined Benefit   Pension Plans						Post-Retirement Benefit Plans
In Thousands	2011			2010			2011			2010
Benefit Obligations
Beginning balance	$	360,859		$	313,071		$	15,078		$	12,891
Currency translation adjustment		3,697			5,111			384			498
Service cost		8,583			7,370			447			326
Interest cost		19,044			18,950			754			785
One-time charge benefit adjustment		0			646			0			(425	)
Plan participants contributions		95			146			0			0
Amendment		0			0			(287	)		0
Actuarial (gain) loss		18,490			35,117			(880	)		1,774
Acquisitions		10,147			0			0			0
Benefits paid		(19,336	)		(19,552	)		(1,104	)		(771	)
Ending balance	$	401,579		$	360,859		$	14,392		$	15,078
Plan Assets – Fair Value
Beginning balance	$	269,889		$	230,186		$	291		$	0
Currency translation adjustment		2,873			4,932			4			0
Realized and unrealized gain (loss) on plan assets		14,936			33,610			0			0
Acquisitions		0			0			0			0
Plan participants contributions		95			146			0			0
Company contribution		33,228			21,284			510			1,062
Expenses paid		(859	)		(610	)		0			0
Benefits paid		(19,336	)		(19,659	)		(805	)		(771	)
Ending balance	$	300,826		$	269,889		$	0		$	291
Funded Status
Fair value of plan assets	$	300,826		$	269,889		$	0		$	291
Benefit obligations		(401,579	)		(360,859	)		(14,392	)		(15,078	)
Net amount recognized	$	(100,753	)	$	(90,970	)	$	(14,392	)	$	(14,787	)

56

	Defined Benefit Pension Plans						Post-Retirement Benefit Plans
In Thousands	2011			2010			2011			2010
Amount Recognized in the
Consolidated Balance Sheet
Current liability	$	(1,205	)	$	(1,096	)	$	(557	)	$	(586	)
Non-current liability		(99,548	)		(89,874	)		(13,835	)		(14,201	)
Net amount recognized	$	(100,753	)	$	(90,970	)	$	(14,392	)	$	(14,787	)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss (gain)	$	115,738		$	99,469		$	(1,233	)	$	(39	)
Prior service cost		268			297			0			0
Transition asset (obligation)		0			0			0			0
Ending balance	$	116,006		$	99,766		$	(1,233	)	$	(39	)

The accumulated benefit obligation for all pension plans was $387,378,000 at October 28, 2011, and $349,489,000 at October 29, 2010.

Estimated future benefit payments expected to be paid from the plan or from the Company’s assets are as follows:

In Thousands

Fiscal Year
2012	$	24,047
2013		24,416
2014		25,519
2015		26,516
2016		27,529
2017 – 2021		167,627

Employees may participate in certain defined contribution plans. The Company’s contribution expense under these plans totaled $8,203,000, $7,533,000, and $7,418,000 in fiscal 2011, 2010, and 2009, respectively.

NOTE 8:  Fair Value Measurements

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

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

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

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

57

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy at the end of fiscal 2011 and 2010:

	Level 2
In Thousands	2011		2010
Assets:
Derivative contracts designated as hedging instruments	$	7,553	$	11,552
Derivative contracts not designated as hedging instruments	$	2,214	$	1,256
Embedded derivatives	$	38	$	23
Liabilities:
Derivative contracts designated as hedging instruments	$	1,632	$	950
Derivative contracts not designated as hedging instruments	$	1,070	$	782
Embedded derivatives	$	895	$	1,815
	Level 3
In Thousands	2011		2010
Liabilities:
Contingent purchase obligation	$	13,350	$	0

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

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

The Company’s contingent purchase obligation consists of up to $14.0 million of additional consideration in connection with the acquisition of Eclipse. The contingent consideration will be paid to the seller if certain performance objectives are met over the three-year period. The value recorded on the balance sheet was derived from the estimated probability that the performance objective will be met by the end of the three-year period. The contingent purchase obligation is categorized as Level 3 in the fair value hierarchy. There were no Level 3 assets at October 29, 2010.

NOTE 9:  Derivative Financial Instruments

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

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

58

The fair values of derivative instruments are presented on a gross basis, as the Company does not have any derivative contracts which are subject to master netting arrangements. The Company does not have any derivative instruments with credit-risk-related contingent features or that required the posting of collateral as of October 28, 2011. The cash flows from derivative contracts are recorded in operating activities in the Consolidated Statement of Cash Flows.

Foreign Currency Forward Exchange Contracts

The Company transacts business in various foreign currencies which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. As of October 28, 2011, and October 29, 2010, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of $431.2 million and $245.5 million, respectively. These notional values consist primarily of contracts for the European euro, British pound sterling and Canadian dollar, and are stated in U.S. dollar equivalents at spot exchange rates at the respective dates.

Interest Rate Swaps

The Company manages its exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt, which over time should moderate the costs of debt financing. When considered necessary, the Company may use financial instruments in the form of interest rate swaps to help meet this objective. In November 2010, the Company entered into an interest rate swap agreement for $100.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $100.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.865% and was 5.293% at October 28, 2011. The fair value of the Company’s interest rate swap was a $0.1 million asset at October 28, 2011, and was estimated by discounting expected cash flows using market interest rates. The Company records interest receivable and interest payable on interest rate swaps on a net basis. In December 2010, the Company entered into an interest rate swap agreement for $75.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $75.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.47% and was 4.898% at October 28, 2011. The fair value of the Company’s interest rate swap was a $1.2 million asset at October 28, 2011, and was estimated by discounting expected cash flows using market interest rates. The Company recognized a net interest receivable of $0.4 million at October 28, 2011.

Embedded Derivative Instruments

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

Net Investment Hedge

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

Fair Value of Derivative Instruments

Fair values of derivative instruments in the Consolidated Balance Sheet at the end of fiscal 2011 and 2010 consisted of:

		Fair Value
In Thousands	Classification	2011		2010
Foreign Currency Forward Exchange Contracts:	Other current assets	$	7,092	$	11,218
	Other assets		1,321		1,590
	Accrued liabilities		1,606		1,563
	Other liabilities		1,096		169
Embedded Derivative Instruments:	Other current assets	$	38	$	23
	Accrued liabilities		82		189
	Other liabilities		813		1,626
Interest Rate Swap:	Long-term debt, net of current maturities	$	1,354	$	0

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The effect of derivative instruments on the Consolidated Statement of Operations for fiscal 2011 and 2010 consisted of:

In Thousands	Location of         Gain (Loss)	2011			2010
Fair Value Hedges:
Interest rate swap contracts	Interest Expense	$	2,547		$	2,772
Interest rate swap contracts	Loss on Early
	Extinguishment of Debt	$	0		$	3,744
Embedded derivatives	Sales	$	929		$	(1,476	)
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of (loss) gain recognized in AOCI (effective portion)	AOCI	$	(18,307	)	$	(13,495	)
Amount of gain (loss) reclassified from AOCI into income	Sales	$	10,092		$	11,042
Net Investment Hedges:
Euro term loan	AOCI	$	5,054		$	0

During fiscal years 2011 and 2010, the Company recorded losses of $0.3 million and $0.1 million on foreign currency forward exchange contracts that have not been designated as an accounting hedge, respectively. These foreign currency exchange gains are included in selling, general and administrative expense.

There was no significant impact to the Company’s earnings related to the ineffective portion of any hedging instruments during fiscal years 2011 and 2010. In addition, there was no significant impact to the Company’s earnings when a hedged firm commitment no longer qualified as a fair value hedge or when a hedged forecasted transaction no longer qualified as a cash flow hedge during fiscal years 2011 and 2010.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately $4.3 million of net gain into earnings over the next 12 months. The maximum duration of a foreign currency cash flow hedge contract at October 28, 2011, is 23 months.

NOTE 10:  Income Taxes

Income tax expense from continuing operations for each of the fiscal years consisted of:

In Thousands	2011			2010			2009
Current
U.S. Federal	$	14,817		$	16,787		$	11,653
State		2,994			2,781			1,043
Foreign		19,472			14,933			11,321
		37,283			34,501			24,017
Deferred
U.S. Federal		8,332			1,188			(5,514	)
State		205			(480	)		20
Foreign		(20,882	)		(10,705	)		(5,974	)
		(12,345	)		(9,997	)		(11,468	)
Income tax expense	$	24,938		$	24,504		$	12,549

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

In Thousands	2011		2010		2009
U.S.	$	110,798	$	71,980	$	75,287
Foreign		47,684		82,769		43,047
Income from continuing operations, before income taxes	$	158,482	$	154,749	$	118,334

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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	2011			2010
Reserves and liabilities	$	45,526		$	37,395
NOL carryforwards (net of valuation allowances of $0.3 million and $5.4 million at fiscal year end 2011 and 2010, respectively)		247			1,302
Tax credit carryforwards (net of valuation allowance of $1.4 million and $1.6 million at fiscal year end 2011 and 2010, respectively)		26,237			27,931
Employee benefits		13,500			12,176
Retirement benefits		19,629			29,959
Non-qualified stock options		10,977			9,943
Other		3,560			2,039
Total deferred tax assets		119,676			120,745
Depreciation and amortization		(22,382	)		(12,173	)
Intangibles and amortization		(207,619	)		(106,507	)
Deferred costs		(6,216	)		(8,408	)
Hedging activities		(1,007	)		(2,171	)
Other		(2,843	)		(561	)
Total deferred tax liabilities		(240,067	)		(129,820	)
Net deferred tax liabilities	$	(120,391	)	$	(9,075	)

During fiscal 2011, approximately $5.2 million of unrecognized tax benefits associated with research and experimentation tax credits and operating losses were recognized as a result of settlement of examinations and the expiration of statute of limitations. The tax credit carryforward of $1.4 million will expire in 2018. During fiscal 2010, approximately $6.8 million of unrecognized foreign tax benefits associated with losses on the disposition of assets were released as a result of the expiration of a statute of limitations and the settlement of examinations.

The Company operates in numerous taxing jurisdictions and is subject to regular examinations by various U.S. federal, state and foreign jurisdictions for various tax periods. Additionally, the Company has retained tax liabilities and the rights to tax refunds in connection with various acquisitions and divestitures of businesses in prior years. The Company’s income tax positions are based on research and interpretations of income tax laws and rulings in each of the jurisdictions in which the Company does business. Due to the subjectivity and complexity of the interpretations of the tax laws and rulings in each jurisdiction, the differences and interplay in the tax laws between those jurisdictions as well as the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company’s estimates of income tax liabilities and assets may differ from actual payments, assessments or refunds.

Management believes that it is more likely than not that the Company will realize the current and long-term deferred tax assets as a result of future taxable income. Significant factors management considered in determining the probability of the realization of the deferred tax assets include the reversal of deferred tax liabilities, the Company’s historical operating results and expected future earnings. Accordingly, no valuation allowance has been recorded on the deferred tax assets other than certain net operating losses and foreign tax credits. Both the net operating losses and the foreign tax credits begin to expire in 2018.

The U.S. and various state and foreign income tax returns are open to examination and presently several foreign income tax returns are under examination. Such examinations could result in challenges to tax positions taken and, accordingly, the Company may record adjustments to provisions based on the outcomes of such matters. However, the Company believes that the resolution of these matters, after considering amounts accrued, will not have a material adverse effect on its consolidated financial statements.

The incremental tax benefit received by the Company upon exercise of non-qualified employee stock options was $1.8 million, $3.5 million, and $0.1 million in fiscal 2011, 2010, and 2009, respectively.

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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:

	2011			2010			2009
U.S. statutory income tax rate		35.0	%		35.0	%		35.0	%
State income taxes		1.4			1.2			0.6
Foreign taxes		(10.8	)		(10.3	)		(16.0	)
Domestic manufacturing deduction		(1.3	)		(0.7	)		(1.2	)
Research & development credits		(5.5	)		(3.3	)		(6.1	)
Net change in tax reserves		(2.4	)		(4.3	)		1.0
Suspended losses		0.0			0.0			(5.6	)
U.S. tax on foreign income		0.0			0.0			6.6
U.S. foreign tax credits		0.0			0.0			(6.7	)
Valuation allowance		(3.0	)		(1.6	)		2.3
Change in foreign tax rates		(2.2	)		(1.1	)		0.0
Acquisition and organizational restructuring		3.0			0.0			0.0
Other, net		1.5			0.9			0.7
Effective income tax rate		15.7	%		15.8	%		10.6	%

No provision for federal income taxes has been made on accumulated earnings of foreign subsidiaries, since such earnings are considered indefinitely reinvested. The amount of undistributed foreign earnings which are considered to be indefinitely reinvested at October 28, 2011, is $369.6 million. Furthermore, with respect to the requirements of ASC 740-30-50-2(c), the Company determined it was not practical to estimate the deferred taxes on these earnings. The amount of deferred income taxes is not practical to compute due to the complexity of the Company’s international holding company structure, layers of regulatory requirements that have to be evaluated to determine the amount of allowable dividends, numerous potential repatriation scenarios that could be created to facilitate the repatriation of earnings to the U.S., and the complexity of computing foreign tax credits.

In accordance with ASC 805, formerly Financial Accounting Standard 141(R), “Business Combinations,” the Company adopted the provisions related to accounting for business combination transactions at the beginning of fiscal year 2010. Changes in tax uncertainties established at an acquisition date are accounted for as adjustments to tax expense, rather than an adjustment to goodwill. Approximately $5.2 million of income tax benefit associated with the release of unrecognized tax benefits related to an acquired business was recognized in fiscal 2011.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

In Thousands	Total
Unrecognized tax benefits as of October 29, 2010	$	15,248
Unrecognized gross benefit change:
Gross increases due to prior-period adjustments		392
Gross (decrease) due to prior-period adjustments		0
Gross increases due to current-period adjustment		1,610
Gross (decrease) due to current-period adjustment		0
Gross (decrease) due to settlements with taxing authorities		(6,095	)
Gross (decrease) due to a lapse with taxing authorities		(247	)
Total change in unrecognized gross benefit	$	(4,340	)
Unrecognized tax benefits as of October 28, 2011	$	10,908
Unrecognized tax benefits that, if recognized, would impact the effective tax rate	$	10,908
Statement of operations:
Total amount of interest income (expense) included in income tax expense	$	(576	)
Recognized in the statement of financial position:
Total amount of accrued interest included in income taxes payable	$	1,437

During the next 12 months, it is reasonably possible that approximately $0.8 million of previously unrecognized tax benefits related to operating losses and tax credits could decrease as a result of settlement of examinations and/or the expiration of statutes of limitations. The Company recognizes interest related to unrecognized tax benefits in income tax expense.

62

The Company is no longer subject to income tax examinations by tax authorities in its major tax jurisdictions as follows:

	Years No Longer
Tax Jurisdiction	Subject to Audit
U.S. Federal	2005 and prior
Canada	2004 and prior
France	2007 and prior
Germany	2009 and prior
United Kingdom	2008 and prior

NOTE 11:  Debt

Long-term debt at the end of fiscal 2011 and 2010 consisted of the following:

In Thousands	2011		2010
U.S. credit facility	$	360,000	$	0
7.00% Senior Notes, due August 2020		250,000		250,000
U.S. term loan, due March 2012		0		120,313
Euro term loan, due March 2016		162,725		0
6.625% Senior Notes, due March 2017		175,000		175,000
Obligations under Capital Leases		45,184		44,368
Other		38,714		21,937
		1,031,623		611,618
Less current maturities		11,595		12,646
Carrying amount of long-term debt	$	1,020,028	$	598,972

Long-term debt

In March 2011, the Company entered into a secured credit facility for $460 million made available through a group of banks. The credit facility is secured by substantially all of the Company’s assets and interest is based on standard inter-bank offering rates. The credit facility expires in March 2016. The interest rate will range from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At October 28, 2011, the Company had $360.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.75% or 2.0%. An additional $32,460,000 of unsecured foreign currency credit facilities have been extended by foreign banks for a total of $492,460,000 available companywide. Available credit under the above credit facilities was $122,369,000 at fiscal 2011 year end, when reduced by outstanding borrowings of $365,000,000 and letters of credit of $5,091,000.

In July 2011, the Company amended the secured credit facility to provide for a new €125.0 million term loan (Euro Term Loan). The interest rate on the Euro Term Loan will range from Euro LIBOR plus 1.5% to Euro LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At October 28, 2011, the Company had €115.0 million outstanding or $162.7 million under the Euro Term Loan at an interest rate of Euro LIBOR plus 1.75% or 3.06%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2016, with the remaining balance due in July 2016.

On August 2, 2010, the Company issued $250.0 million in 7% Senior Notes due 2020 and requiring semi-annual interest payments in March and September of each year until maturity. The net proceeds from the sale of the notes, after deducting $4.4 million of debt issuance cost, were $245.6 million. The Senior Notes are general unsecured senior obligations of the Company. The Senior Notes are guaranteed, jointly and severally on a senior basis, by all the existing and future domestic subsidiaries of the Company unless designated as an “unrestricted subsidiary,” and those foreign subsidiaries that executed related subsidiary guarantees under the indenture covering the Senior Notes. The Senior Notes are subject to redemption at the option of the Company at any time prior to August 1, 2015, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. In addition, before August 1, 2013, the Company may redeem up to 35% of the principal amount at 107.000% plus accrued interest with proceeds of one or more Public Equity Offerings. The Senior Notes are also subject to redemption at the option of the Company, in whole or in part, on or after August 1, 2015, at redemption prices starting at 103.500% of the principal amount plus accrued interest during the period beginning August 1, 2015, and declining annually to 100% of principal and accrued interest on or after August 1, 2018.

63

On March 1, 2007, the Company issued $175.0 million in 6.625% Senior Notes due March 1, 2017, and requiring semi-annual interest payments in March and September of each year until maturity. The Senior Notes are general unsecured senior obligations of the Company. The Senior Notes are guaranteed, jointly and severally on a senior basis, by all the existing and future domestic subsidiaries of the Company unless designated as an “unrestricted subsidiary,” and those foreign subsidiaries that executed related subsidiary guarantees under the indenture covering the Senior Notes. The Senior Notes are subject to redemption at the option of the Company at any time prior to March 1, 2012, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. The Senior Notes are also subject to redemption at the option of the Company, in whole or in part, on or after March 1, 2012, at redemption prices starting at 103.3125% of the principal amount plus accrued interest during the period beginning March 1, 2007, and declining annually to 100% of principal and accrued interest on or after March 1, 2015.

In November 2010, the Company entered into an interest rate swap agreement for $100.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate, LIBOR plus 4.865%. The fair value of the Company’s interest rate swap was a $126,000 asset at October 28, 2011.

In December 2010, the Company entered into an interest rate swap agreement for $75.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate, LIBOR plus 4.47%. The fair value of the Company’s interest rate swap was a $1,228,000 asset at October 28, 2011.

On August 2, 2010, the Company repurchased approximately $157.6 million of the Senior Subordinated Notes due in 2013 under a cash tender offer. The remaining $17.4 million of Senior Subordinated Notes due in 2013 were redeemed on September 9, 2010. A loss on extinguishment of debt of $1.2 million was recorded, which includes recognizing previously recorded deferred gains on terminated interest rate swaps of $3.7 million.

Capital leases

In fiscal 2008, the Company entered into a land and building lease for a 216,000 square-foot manufacturing facility for a control systems operation. The land and building lease has a fixed term of 30 years and includes an option to purchase the building at fair market value five years after construction is complete. The expected minimum lease payments include a 2% minimum annual rent increase. At October 28, 2011, the amount recorded as a capitalized lease obligation is $31.9 million. The imputed interest rate is 8.2%.

In fiscal 2009, the Company amended the building lease for an interface technologies facility to extend the term of the lease to 2027. At October 28, 2011, the amount recorded as a capitalized lease obligation is $12.4 million. The imputed interest rate is 6.4%.

As of October 28, 2011, maturities of long-term debt and future non-cancelable minimum lease payments under capital lease obligations were as follows:

		$118,024	$118,024		$118,024
In Thousands
Fiscal Year	Debt			Capital        Leases
2012	$	11,496		$	4,025
2013		9,006			4,447
2014		8,881			4,326
2015		8,844			4,387
2016		487,349			4,273
2017 and thereafter		460,863			96,566
	$	986,439		$	118,024
Less: amount representing interest					72,840
Total principal payments				$	45,184

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 October 28, 2011.

Subsequent to year end, the Company has paid down $20,000,000 on the U.S. credit facility and $5,000,000 on the foreign credit facility.

64

NOTE 12:  Commitments and Contingencies

Rental expense for operating leases for engineering, selling, administrative and manufacturing totaled $14,208,000, $14,498,000, and $16,166,000 in fiscal years 2011, 2010, and 2009, respectively.

At October 28, 2011, the Company’s rental commitments for noncancelable operating leases with a duration in excess of one year were as follows:

In Thousands
Fiscal Year
2012	$	15,084
2013		12,074
2014		9,998
2015		7,084
2016		5,494
2017 and thereafter		15,351
	$	65,085

The Company receives government funding under the Technology Partnership Canada program to assist in the development of certain new products. The amounts are reimbursable through royalties on future revenues derived from funded products if and when they are commercialized.

The Company is subject to purchase obligations for goods and services. The purchase obligations include amounts under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. As of October 28, 2011, the Company’s purchase obligations were as follows:

In Thousands

		696,692		696,692		696,692		696,692		696,692
	Total		Less than       1 year		1-3       years		4-5       years		After 5 years
Purchase obligations	$	696,692	$	654,996	$	39,154	$	1,847	$	695

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.

The California Attorney General’s office filed a complaint against Kirkhill-TA, a subsidiary included in our Advanced Materials segment, with the Superior Court of California, Orange County, on behalf of California and the Santa Ana Regional Water Quality Control Board (Board) regarding discharge of industrial waste water from its Brea, California, facility into Fullerton Creek and Craig Lake. The Company reached a settlement with the Board of $1.9 million, including legal costs, in 2011. The full amount is recorded on the balance sheet as an accrued liability.

Approximately 543 U.S.-based employees or 12% of total U.S.-based employees were represented by various labor unions. The Company’s European operations are subject to national trade union agreements and to local regulations governing employment.

NOTE 13:  Employee Stock Plans

The Company has three share-based compensation plans, which are described below. The compensation cost that has been charged against income for those plans for fiscal 2011, 2010, and 2009 was $7.9 million, $7.1 million, and $7.3 million, respectively. The total income tax benefit recognized in the income statement for the share-based compensation arrangement for fiscal 2011, 2010, and 2009 was $2.7 million, $2.2 million, and $2.3 million, respectively.

65

Employee Stock Purchase Plan

The Company offers an employee stock purchase plan to its employees. The plan qualifies as a noncompensatory employee stock purchase plan under Section 423 of the Internal Revenue Code. Employees are eligible to participate through payroll deductions subject to certain limitations.

The plan is as a safe harbor design where shares are purchased by participants at 95% of the fair market value on the purchase date and, therefore, compensation cost is not recorded. During fiscal 2011, employees purchased 25,929 shares at a fair market value price of $70.36 per share. At the end of fiscal 2011, the Company had reserved 179,500 shares for issuance under its employee share-save scheme for U.K. employees, leaving a balance of 759,420 shares available for issuance in the future. As of October 28, 2011, deductions aggregating $640,721 were accrued for the purchase of shares on December 15, 2011.

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

	2009
Volatility		33.8%
Risk-free interest rate		3.32%
Expected life (months)		6
Dividends		0

Employee Share-Save Scheme

In 2009, the Company began offering shares under its employee share-save scheme for U.K. employees. This plan allows participants the option to purchase shares at 95% of the market price of the stock as of the beginning of the offering period. The term of these options is three years. The share-save scheme is not a “safe-harbor” design, and, therefore, compensation cost is recognized on this plan.

Under the employee share-save scheme, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. The Company granted 9,956, 10,133 and 164,199 options in fiscal 2011, 2010, and 2009, respectively. The weighted-average grant date fair value of options granted in fiscal 2011 was $26.14 per share.

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

	2011			2010			2009
Volatility		51.10	%		51.61	%		50.08%
Risk-free interest rate		0.98	%		1.34	%		0.58%
Expected life (years)		3			3			3
Dividends		0			0			0

Equity Incentive Plan

The Company also provides a nonqualified stock option plan (equity incentive plan) for officers and key employees. At the end of fiscal 2011, the Company had 2,769,710 shares reserved for issuance to officers and key employees, of which 934,810 shares were available to be granted in the future.

The Board of Directors authorized the Compensation Committee to administer awards granted under the equity incentive plan, including option grants, and to establish the terms of such awards. Awards under the equity incentive plan may be granted to eligible employees of the Company over the 10-year period ending March 3, 2014. Options granted become exercisable ratably 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. The weighted-average grant date fair value of the options granted in fiscal 2011 and 2010 was $32.51 per share and $21.45 per share, respectively.

The fair value of each option granted by the Company was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The Company uses historical data to estimate volatility of the Company’s common stock and option exercise and employee termination assumptions. The range of the expected term reflects the results from certain groups of employees exhibiting different behavior. The risk-free rate for the periods within the contractual life of the grant is based upon the U.S. Treasury zero coupon issues in effect at the time of the grant.

66

	2011			2010			2009
Volatility		40.8 – 42.8	%		43.0 – 43.2	%		36.8 – 43.1%
Risk-free interest rate		2.02 – 3.64	%		2.42 – 4.00	%		1.43 – 3.12%
Expected life (years)		4.5 – 9.5			4.5 – 9.5			4.5 – 9.5
Dividends		0			0			0

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

	2011					2010					2009
	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		1,838,950		$	39.31		1,960,775		$	35.54		1,665,925		$	36.75
Granted		331,300			67.03		359,800			41.83		429,400			31.69
Exercised		(295,175	)		37.03		(455,700	)		24.96		(25,100	)		13.61
Cancelled		(40,175	)		41.69		(25,925	)		41.37		(109,450	)		43.90
Outstanding, end of year		1,834,900		$	44.63		1,838,950		$	39.31		1,960,775		$	35.54
Exercisable, end of year		994,950		$	39.85		956,350		$	38.73		1,121,725		$	32.76

The aggregate intrinsic value of the option shares outstanding and exercisable at October 28, 2011, was $26.1 million and $17.1 million, respectively.

The number of option shares vested or that are expected to vest at October 28, 2011, was 1.7 million and the aggregate intrinsic value was $24.9 million. The weighted average exercise price and weighted average remaining contractual term of option shares vested or that are expected to vest at October 28, 2011, was $44.35 and 6.5 years, respectively. The weighted-average remaining contractual term of option shares currently exercisable is 5.3 years as of October 28, 2011.

The table below presents stock activity related to stock options exercised in fiscal 2011 and 2010:

		000000000		000000000
In Thousands	2011		2010
Proceeds from stock options exercised	$	11,710	$	11,399
Tax benefits related to stock options exercised	$	1,830	$	3,488
Intrinsic value of stock options exercised	$	9,940	$	12,376

Total unrecognized compensation expense for options that have not vested as of October 28, 2011, is $7.8 million, which will be recognized over a weighted average period of 1.9 years. The total fair value of option shares vested during the year ended October 28, 2011, was $5.5 million.

The following table summarizes information for stock options outstanding at October 28, 2011:

		Options Outstanding			Options Exercisable
	Range of Exercise Prices	Shares	Weighted Average Remaining Life (years)	Weighted Average Price	Shares	Weighted Average Price
$	15.82 – 38.00	450,950	6.24	$      30.24	261,050	$      29.36
	38.01 – 40.00	406,625	4.56	38.93	402,625	38.93
	40.01 – 42.40	309,250	8.00	41.23	76,825	41.24
	42.41 – 55.00	336,775	5.79	51.85	254,450	51.63
	55.01 – 79.90	331,300	9.28	67.03	0	0.00

67

NOTE 14: Capital Stock

The authorized capital stock of the Company consists of 25,000 shares of preferred stock ($100 par value), 475,000 shares of serial preferred stock ($1.00 par value), each issuable in series, and 60,000,000 shares of common stock ($.20 par value). At the end of fiscal 2011, there were no shares of preferred stock or serial preferred stock outstanding.

Effective December 5, 2002, the Board of Directors adopted a Shareholder Rights Plan, providing for the distribution of one Series B Serial Preferred Stock Purchase Right (Right) for each share of common stock held as of December 23, 2002. Each Right entitles the holder to purchase one one-hundredth of a share of Series B Serial Preferred Stock at an exercise price of $161.00, as may be adjusted from time to time.

The Right to purchase shares of Series B Serial Preferred Stock is triggered once a person or entity (together with such person’s or entity’s affiliates) beneficially owns 15% or more of the outstanding shares of common stock of the Company (such person or entity, an Acquiring Person). When the Right is triggered, the holder may purchase one one-hundredth of a share of Series B Serial Preferred Stock at an exercise price of $161.00 per share. If after the Rights are triggered, (i) the Company is the surviving corporation in a merger or similar transaction with an Acquiring Person, (ii) the Acquiring Person beneficially owns more than 15% of the outstanding shares of common stock or (iii) the Acquiring Person engages in other “self-dealing” transactions, holders of the Rights can elect to purchase shares of common stock of the Company with a market value of twice the exercise price. Similarly, if after the Rights are triggered, the Company is not the surviving corporation of a merger or similar transaction or the Company sells 50% or more of its assets to another person or entity, holders of the Rights may elect to purchase shares of common stock of the surviving corporation or that person or entity who purchased the Company’s assets with a market value of twice the exercise price.

NOTE 15: Acquisitions

On July 26, 2011, the Company acquired the Souriau Group (Souriau) for approximately $726.7 million, including cash of $17.8 million. Souriau is a leading global supplier of highly engineered connectors for harsh environments serving aerospace, defense & space, power generation, rail, and industrial equipment markets. Souriau is included in the Sensors & Systems segment.

The following summarizes the allocation of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The allocation of the purchase price is preliminary. Differences between the preliminary and final purchase price allocation could be material. We have not completed our analysis estimating the fair value of property, plant and equipment, intangible assets, income tax liabilities and certain contingent liabilities. The estimated fair value adjustment for inventory is $41.7 million, which will be recognized as cost of goods sold over 4.5 months, which is the estimated inventory turnover. The purchase price includes the value of future development of existing technologies, the introduction of new technologies, and the addition of new customers. These factors resulted in recording goodwill of $355.7 million. The amount allocated to goodwill is not deductible for income tax purposes. The Company incurred transaction expenses of $9.2 million, which were recorded in selling, general and administrative expense. The Company also benefited from $6.3 million in gains related to foreign currency fluctuation associated with acquiring Souriau. In the period from July 26, 2011, through October 28, 2011, Souriau recognized a net loss of $19.2 million on sales of $77.9 million.

In Thousands

As of July 26, 2011

Current assets	$      228,694
Property, plant and equipment	91,843
Intangible assets subject to amortization
Programs (15 year weighted average useful life)	233,903
Trade name (10 year weighted average useful life)	46,075
Goodwill	355,735
Other assets	553
Total assets acquired	956,803
Current liabilities assumed	111,932
Long-term liabilities assumed	109,797
Noncontrolling interest	8,369
Net assets acquired	$      726,705

68

Pro Forma Financial Information

The following pro forma financial information shows the results of continuing operations for the years ended October 28, 2011, and October 29, 2010, respectively, as though the acquisition of Souriau had occurred at the beginning of each respective fiscal year. The pro forma financial information includes, where applicable, adjustments for: (i) the amortization of acquired intangible assets, (ii) additional interest expense on acquisition related borrowings and (iii) the income tax effect on the pro forma adjustments. The pro forma adjustments related to the acquisition of Souriau are based on a preliminary purchase price allocation. Differences between the preliminary and final purchase price allocation could have an impact on the pro forma financial information presented and such impact could be material. The pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated above or the results that may be obtained in the future.

		00000000000		00000000000
In Thousands	2011		2010
Pro forma net sales	$	1,972,079	$	1,813,975
Pro forma net income	$	159,353	$	147,599
Basic earnings per share as reported	$	4.36	$	4.73
Pro forma basic earnings per share	$	5.22	$	4.92
Diluted earnings per share as reported	$	4.27	$	4.66
Pro forma diluted earnings per share	$	5.12	$	4.84

On December 30, 2010, the Company acquired Eclipse Electronic Systems, Inc. (Eclipse) for $123.8 million. The purchase price includes cash of $14.0 million in contingent consideration, which was deposited in an escrow account and will be paid to the seller if certain performance objectives are met over the three-year period. The estimated fair value of the contingent consideration is $13.4 million. Eclipse is a designer and manufacturer of embedded communication intercept receivers for signal intelligence applications and is included in the Avionics & Controls segment.

The following summarizes the allocation of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The purchase price includes the value of future development of existing technologies, the introduction of new technologies, and the addition of new customers. These factors resulted in recording goodwill of $67.6 million. The amount allocated to goodwill is not deductible for income tax purposes.

In Thousands

As of December 30, 2010

Current assets	$        31,826
Property, plant and equipment	2,154
Intangible assets subject to amortization
Technology (10 year weighted average useful life)	53,200
Goodwill	67,613
Total assets acquired	154,793
Current liabilities assumed	35,974
Long-term liabilities assumed	8,350
Net assets acquired	$      110,469

The above acquisitions were accounted for under the purchase method of accounting and the results of operations were included from the effective date of each acquisition.

69

NOTE 16: Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss):

	000000000000		000000000000			000000000000
In Thousands		2011			2010
Unrealized gain on derivative contracts		$	5,738		$	13,954
Tax effect			(1,716	)		(3,998	)
			4,022			9,956
Pension and post-retirement obligations			(114,773	)		(99,727	)
Tax effect			39,302			34,242
			(75,471	)		(65,485	)
Currency translation adjustment			68,637			58,764
Accumulated other comprehensive income (loss)		$	(2,812	)	$	3,235

NOTE 17: Business Segment Information

The Company’s businesses are organized and managed in three reporting segments: Avionics & Controls, Sensors & Systems and Advanced Materials. Operating segments within each reporting segment are aggregated. Operations within the Avionics & Controls segment focus on integrated cockpit systems, technology interface systems for commercial and military aircraft, and similar devices for land- and sea-based military vehicles, secure communication systems, military audio and data products, embedded communication intercept receivers, specialized medical equipment and other industrial applications. Sensors & Systems includes operations that produce high-precision temperature and pressure sensors, electrical power switching, electrical interconnection systems, and other related systems principally for aerospace and defense customers. The Advanced Materials segment focuses on thermally engineered components for critical aerospace applications, high-performance elastomer products used in a wide range of commercial aerospace and military applications, and combustible ordnance and warfare countermeasure devices. All segments include sales to domestic, international, 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.

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

		000000000000			000000000000			000000000000
In Thousands	2011			2010			2009
Sales
Avionics & Controls	$	841,939		$	790,016		$	672,828
Sensors & Systems		414,609			298,559			321,753
Advanced Materials		461,437			438,026			412,878
	$	1,717,985		$	1,526,601		$	1,407,459
Income From Continuing Operations
Avionics & Controls	$	135,187		$	125,888		$	99,313
Sensors & Systems		22,536			33,894			31,739
Advanced Materials		82,307			68,785			53,602
Segment Earnings		240,030			228,567			184,654
Corporate expense		(48,969	)		(40,399	)		(31,295	)
Other income (expense)		6,853			8			(7,970	)
Loss on extinguishment of debt		(831	)		(1,206	)		0
Interest income		1,615			960			1,634
Interest expense		(40,216	)		(33,181	)		(28,689	)
	$	158,482		$	154,749		$	118,334

70

		000000000000		000000000000		000000000000
In Thousands	2011		2010		2009
Identifiable Assets
Avionics & Controls		$    1,333,735		$    1,253,605		$    1,168,102
Sensors & Systems		1,349,776		432,099		447,325
Advanced Materials		563,662		607,040		573,284
Corporate1		131,413		294,994		125,536
		$    3,378,586		$    2,587,738		$    2,314,247
Capital Expenditures 2
Avionics & Controls 2		$         22,369		$         11,892		$         30,698
Sensors & Systems		10,469		8,021		8,207
Advanced Materials		16,341		25,309		19,512
Discontinued Operations		0		123		490
Corporate		328		195		277
		$         49,507		$         45,540		$         59,184
Depreciation and Amortization
Avionics & Controls		$         38,391		$         32,841		$         28,521
Sensors & Systems		20,523		13,264		15,154
Advanced Materials		23,439		22,914		24,830
Discontinued Operations		0		583		638
Corporate		2,305		2,515		2,368
		$         84,658		$         72,117		$         71,511

¹  Primarily cash and deferred tax assets (see Note 10).

²  Excludes capital expenditures accounted for as a capitalized lease obligation of $8,139 and $28,202 in fiscal 2010 and 2009, respectively.

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

		000000000000			000000000000			000000000000
In Thousands	2011			2010			2009
Sales
Domestic
Unaffiliated customers – U.S.		$      747,021			$      666,645			$      618,614
Unaffiliated customers – export		171,416			147,008			155,617
Intercompany		32,197			25,491			17,185
		950,634			839,144			791,416
Canada
Unaffiliated customers		317,924			287,365			218,177
Intercompany		5,318			4,490			4,089
		323,242			291,855			222,266
France
Unaffiliated customers		160,993			98,641			155,494
Intercompany		17,724			12,104			20,098
		178,717			110,745			175,592
United Kingdom
Unaffiliated customers		228,383			255,313			230,164
Intercompany		23,563			12,232			12,648
		251,946			267,545			242,812
All Other Foreign
Unaffiliated customers		92,248			71,629			29,393
Intercompany		29,640			14,533			2,626
		121,888			86,162			32,019
Eliminations		(108,442	)		(68,850	)		(56,646	)
		$    1,717,985			$    1,526,601			$    1,407,459

71

		000000000000			000000000000		000000000000
In Thousands	2011			2010		2009
Segment Earnings1
Domestic	$	178,145		$	132,966	$	118,349
Canada		38,027			35,583		18,279
France		(7,615	)		16,096		15,268
United Kingdom		24,305			39,250		28,435
All other foreign		7,168			4,672		4,323
	$	240,030		$	228,567	$	184,654
Identifiable Assets2
Domestic	$	947,896		$	756,043	$	760,480
Canada		583,042			638,199		565,434
France		1,050,999			214,669		211,152
United Kingdom		582,436			614,523		586,795
All other foreign		82,800			69,310		64,850
	$	3,247,173		$	2,292,744	$	2,188,711

¹  Before corporate expense, shown on page 70.

²  Excludes corporate, shown on page 71.

The Company’s principal foreign operations consist of manufacturing facilities located in Canada, France, Germany, the United Kingdom, India, Morocco, the Dominican Republic, Mexico, and China and include sales and service operations located in Singapore and China. Intercompany sales are at prices comparable with sales to unaffiliated customers. U.S. government sales as a percent of Advanced Materials and Avionics & Controls sales were 19.9% and 3.8%, respectively, in fiscal 2011 and 7.0% of consolidated sales. In fiscal 2010, U.S. government sales as a percent of Advanced Materials and Avionics & Controls sales were 25.2% and 5.9%, respectively, and 10.0% of consolidated sales. In fiscal 2009, U.S. government sales as a percent of Advanced Materials and Avionics & Controls sales were 23.3% and 5.5%, respectively, and 10.0% 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:

		00000000			00000000			00000000
	2011			2010			2009
Sensors		8	%		8	%		10%
Avionics		16	%		17	%		14%

72

NOTE 18: Quarterly Financial Data (Unaudited)

The following is a summary of unaudited quarterly financial information:

In Thousands, Except Per Share Amounts

		0000000000			0000000000			0000000000			0000000000
Fiscal Year 2011	Fourth			Third			Second			First
Net sales	$	502,397		$	409,512		$	435,277		$	370,799
Gross margin		153,112			143,539			160,947			132,122
Income from continuing operations	$	19,412	1,2,3,4	$	37,741	5	$	45,951	6	$	29,983
Income from discontinued operations	$	28		$	(46	)	$	(37	)	$	8
Net earnings	$	19,440		$	37,695		$	45,914		$	29,991
Earnings per share – basic
Continuing operations	$	.64		$	1.23		$	1.51		$	.99
Discontinued operations	$	.00		$	.00		$	.00		$	.00
Earnings per share – basic	$	.64		$	1.23		$	1.51		$	.99
Earnings per share – diluted
Continuing operations	$	.62		$	1.21		$	1.47		$	.97
Discontinued operations	$	.00		$	.00		$	.00		$	.00
Earnings per share – diluted 9	$	.62		$	1.21		$	1.47		$	.97
Fiscal Year 2010	Fourth			Third			Second			First
Net sales	$	430,450		$	378,349		$	382,492		$	335,310
Gross margin		157,949			128,955			126,636			102,671
Income from continuing operations	$	49,291	7,8	$	39,253	8	$	29,110		$	12,385
Income from discontinued operations	$	10,398		$	605		$	538		$	340
Net earnings	$	59,689		$	39,858		$	29,648		$	12,725
Earnings per share – basic
Continuing operations	$	1.63		$	1.31		$	.97		$	.42
Discontinued operations	$	.35		$	.02		$	.02		$	.01
Earnings per share – basic	$	1.98		$	1.33		$	.99		$	.43
Earnings per share – diluted
Continuing operations	$	1.60		$	1.28		$	.96		$	.41
Discontinued operations	$	.34		$	.02		$	.02		$	.01
Earnings per share – diluted 9	$	1.94		$	1.30		$	.98		$	.42

73

¹  Included a $2.0 million gain on sale of an engineered materials facility, net of tax.

²  Included $16.4 million in acquisition-related accounting charges, net of tax. The operating loss at Souriau accounted for $14.3 million, net of tax, and was principally due to the adjustment of inventory to fair value. Approximately $1.3 million, net of tax, was due to the adjustment of Eclipse inventory to fair value. Approximately $0.9 million, net of tax, was due to Souriau acquisition-related expenses.

³  Included a $2.6 million charge for contract assertions, net of tax. Approximately $1.3 million, net of tax, was due to a charge at control systems for engineering costs not probable of recovery from the customer. Approximately $1.0 million, net of tax, was principally due to the write off of accounts receivable related to a manufacturing license at defense technologies. Approximately $0.4 million, net of tax, was due to a late delivery penalty at engineered materials.

⁴  Included $1.2 million in working capital charges, net of tax. Approximately $0.7 million, net of tax, was due to an inventory and trade accounts receivable write off at advanced sensors. Approximately $0.5 million, net of tax, was due to an inventory write off at defense technologies.

⁵  Included $5.2 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. This release resulted from the expiration of a statute of limitations.

⁶  Included $3.1 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

⁷  Included $2.5 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

⁸  Included $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. Of the $7.6 million, $6.4 million was included in third quarter 2010 and $1.2 million was included in fourth quarter 2010, respectively. This release resulted from the expiration of a statute of limitations.

⁹  The sum of the 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.

NOTE 19: Guarantors

The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X for fiscal 2011, 2010, and 2009 for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility, Senior Notes due 2017, and Senior Notes due 2020; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility, Senior Notes due 2017, and Senior Notes due 2020 (Non-Guarantor Subsidiaries). The Guarantor Subsidiaries previously guaranteed the Senior Subordinated Notes due 2013 that were repurchased or otherwise redeemed in August 2010. The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation and have fully and unconditionally, jointly and severally, guaranteed the secured credit facility, the Senior Notes due 2017, the Senior Notes due 2020, and the Senior Subordinated Notes (until such Senior Subordinated Notes were repurchased or otherwise redeemed in August 2010).

74

Condensed Consolidating Balance Sheet as of October 28, 2011

		0000000000			0000000000			0000000000		0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	49,837		$	13,450		$	121,748	$	0		$	185,035
Escrow deposit		5,011			0			0		0			5,011
Accounts receivable, net		158			137,927			231,741		0			369,826
Inventories		0			143,866			258,682		0			402,548
Income tax refundable		0			0			2,857		0			2,857
Deferred income tax benefits		25,585			1,574			21,092		0			48,251
Prepaid expenses		59			5,006			14,180		0			19,245
Other current assets		140			344			6,056		0			6,540
Total Current Assets		80,790			302,167			656,356		0			1,039,313
Property, Plant & Equipment, Net		1,109			161,297			206,010		0			368,416
Goodwill		0			313,788			849,937		0			1,163,725
Intangibles, Net		0			140,590			553,325		0			693,915
Debt Issuance Costs, Net		9,033			0			1,662		0			10,695
Deferred Income Tax Benefits		27,925			125			51,555		0			79,605
Other Assets		10,307			2,321			10,289		0			22,917
Amounts Due From (To) Subsidiaries		350,407			482,330			0		(832,737	)		0
Investment in Subsidiaries		1,953,823			624,856			321,170		(2,899,849	)		0
Total Assets	$	2,433,394		$	2,027,474		$	2,650,304	$	(3,732,586	)	$	3,378,586
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	812		$	26,525		$	92,551	$	0		$	119,888
Accrued liabilities		18,587			79,524			172,311		0			270,422
Credit facilities		0			0			5,000		0			5,000
Current maturities of long-term debt		0			211			11,384		0			11,595
Deferred income tax liabilities		238			(1	)		9,301		0			9,538
Federal and foreign income taxes		(1,326	)		(25,185	)		28,429		0			1,918
Total Current Liabilities		18,311			81,074			318,976		0			418,361
Credit Facilities		360,000			0			0		0			360,000
Long-Term Debt, Net		426,354			44,289			189,385		0			660,028
Deferred Income Tax Liabilities		32,959			21,971			183,779		0			238,709
Pension and Post-Retirement Obligations		17,849			38,335			51,693		0			107,877
Other Liabilities		4,003			8,549			7,141		0			19,693
Amounts Due To (From) Subsidiaries		0			0			444,820		(444,820	)		0
Shareholders’ Equity		1,573,918			1,833,256			1,454,510		(3,287,766	)		1,573,918
Total Liabilities and Shareholders’ Equity	$	2,433,394		$	2,027,474		$	2,650,304	$	(3,732,586	)	$	3,378,586

75

Condensed Consolidating Statement of Operations for the fiscal year ended October 28, 2011

		0000000000000			0000000000000			0000000000000			0000000000000			0000000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales		$                  0			$        880,711			$        840,130			$         (2,856	)		$     1,717,985
Cost of Sales		0			563,033			568,088			(2,856	)		1,128,265
		0			317,678			272,042			0			589,720
Expenses
Selling, general and administrative		0			120,548			183,606			0			304,154
Research, development and engineering		0			39,352			55,153			0			94,505
Other (income) expense		0			38			(6,891	)		0			(6,853	)
Total Expenses		0			159,938			231,868			0			391,806
Operating Earnings from Continuing Operations		0			157,740			40,174			0			197,914
Interest income		(15,461	)		(4,702	)		(45,411	)		63,959			(1,615	)
Interest expense		33,270			22,178			48,727			(63,959	)		40,216
Loss on extinguishment of debt		831			0			0			0			831
Income (Loss) from Continuing Operations Before Taxes		(18,640	)		140,264			36,858			0			158,482
Income Tax Expense (Benefit)		(4,274	)		21,322			7,890			0			24,938
Income (Loss) From Continuing Operations Including Noncontrolling Interests		(14,366	)		118,942			28,968			0			133,544
Income Attributable to Noncontrolling Interests		0			0			(457	)		0			(457	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(14,366	)		118,942			28,511			0			133,087
Income From Discontinued Operations Attributable to Esterline, Net of Tax		0			(47	)		0			0			(47	)
Equity in Net Income of Consolidated Subsidiaries		147,406			16,523			13,103			(177,032	)		0
Net Earnings (Loss) Attributable to Esterline		$        133,040			$        135,418			$        41,614			$      (177,032	)		$       133,040

76

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011

		0000000000			0000000000			0000000000			0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	133,497		$	135,418		$	41,614		$	(177,032	)	$	133,497
Depreciation & amortization		0			35,616			49,042			0			84,658
Deferred income tax		11,438			707			(24,490	)		0			(12,345	)
Share-based compensation		0			3,617			4,346			0			7,963
Gain on sale of capital assets		0			(3,605	)		(79	)		0			(3,684	)
Working capital changes, net of effect of acquisitions
Accounts receivable		116			1,768			21,927			0			23,811
Inventories		0			(8,452	)		8,467			0			15
Prepaid expenses		(10	)		722			(45	)		0			667
Other current assets		(140	)		(300	)		(2,135	)		0			(2,575	)
Accounts payable		(132	)		(2,219	)		(591	)		0			(2,942	)
Accrued liabilities		362			(6,253	)		(4,618	)		0			(10,509	)
Federal & foreign income taxes		11,949			(6,050	)		(6,715	)		0			(816	)
Other liabilities		(16,200	)		(3,996	)		(2,787	)		0			(22,983	)
Other, net		8,164			(19,245	)		8,753			0			(2,328	)
		149,044			127,728			92,689			(177,032	)		192,429
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(328	)		(22,724	)		(26,455	)		0			(49,507	)
Escrow deposit		(14,033	)		0			0			0			(14,033	)
Proceeds from sale of capital assets		0			6,541			2,912			0			9,453
Acquisitions of businesses, net of cash acquired		0			(106,059	)		(708,875	)		0			(814,934	)
		(14,361	)		(122,242	)		(732,418	)		0			(869,021	)

77

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011

		0000000000			0000000000			0000000000			0000000000		0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,253			0			0			0		13,253
Excess tax benefits from stock option exercises		1,830			0			0			0		1,830
Proceeds from long-term credit facilities		395,000			0			5,014			0		400,014
Repayment of long-term debt and credit facilities		(155,313	)		(321	)		(9,282	)		0		(164,916	)
Proceeds from issuance of long-term debt		0			0			176,875			0		176,875
Proceeds from government assistance		0			0			15,000			0		15,000
Dividends paid to noncontrolling interest		0			0			(238	)		0		(238	)
Debt and other issuance costs		(3,640	)		0			(1,758	)		0		(5,398	)
Net change in intercompany financing		(541,098	)		5,972			358,094			177,032		0
		(289,968	)		5,651			543,705			177,032		436,420
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		72			(4	)		3,019			0		3,087
Net Increase (Decrease) in Cash and Cash Equivalents		(155,213	)		11,133			(93,005	)		0		(237,085	)
Cash and Cash Equivalents – Beginning of Year		205,050			2,317			214,753			0		422,120
Cash and Cash Equivalents – End of Year	$	49,837		$	13,450		$	121,748		$	0	$	185,035

78

Condensed Consolidating Balance Sheet as of October 29, 2010

		0000000000			0000000000			0000000000		0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	205,050		$	2,317		$	214,753	$	0		$	422,120
Accounts receivable, net		274			131,531			177,437		0			309,242
Inventories		0			118,567			143,806		0			262,373
Income tax refundable		12,548			0			5,258		0			17,806
Deferred income tax benefits		23,507			(1,627	)		15,659		0			37,539
Prepaid expenses		49			5,729			10,486		0			16,264
Other current assets		0			1			11,240		0			11,241
Total Current Assets		241,428			256,518			578,639		0			1,076,585
Property, Plant & Equipment, Net		1,249			162,407			110,114		0			273,770
Goodwill		0			246,176			493,554		0			739,730
Intangibles, Net		0			89,812			299,205		0			389,017
Debt Issuance Costs, Net		7,774			0			0		0			7,774
Deferred Income Tax Benefits		44,407			3,537			39,678		0			87,622
Other Assets		(69	)		2,004			11,305		0			13,240
Amounts Due From (To) Subsidiaries		41,529			271,345			0		(312,874	)		0
Investment in Subsidiaries		1,710,032			149,607			227,869		(2,087,508	)		0
Total Assets	$	2,046,350		$	1,181,406		$	1,760,364	$	(2,400,382	)	$	2,587,738
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	944		$	28,345		$	52,986	$	0		$	82,275
Accrued liabilities		18,662			73,870			122,562		0			215,094
Credit facilities		0			0			1,980		0			1,980
Current maturities of long-term debt		10,938			80			1,628		0			12,646
Deferred income tax liabilities		197			278			6,680		0			7,155
Federal and foreign income taxes		(727	)		(20,522	)		26,476		0			5,227
Total Current Liabilities		30,014			82,051			212,312		0			324,377
Long-Term Debt, Net		534,375			44,525			20,072		0			598,972
Deferred Income Tax Liabilities		40,300			123			86,658		0			127,081
Pension and Post-Retirement Obligations		16,629			42,279			46,425		0			105,333
Other Liabilities		9,533			251			6,692		0			16,476
Amounts Due To (From) Subsidiaries		0			0			310,115		(310,115	)		0
Shareholders’ Equity		1,415,499			1,012,177			1,078,090		(2,090,267	)		1,415,499
Total Liabilities and
Shareholders’ Equity	$	2,046,350		$	1,181,406		$	1,760,364	$	(2,400,382	)	$	2,587,738

79

Condensed Consolidating Statement of Operations for the fiscal year ended October 29, 2010

		0000000000			0000000000			0000000000			0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales	$	0		$	788,677		$	738,811		$	(887	)	$	1,526,601
Cost of Sales		0			520,739			490,538			(887	)		1,010,390
		0			267,938			248,273			0			516,211
Expenses
Selling, general and administrative		0			121,115			137,175			0			258,290
Research, development and engineering		0			29,385			40,368			0			69,753
Other (income) expense		0			(12	)		4			0			(8	)
Total Expenses		0			150,488			177,547			0			328,035
Operating Earnings from
Continuing Operations		0			117,450			70,726			0			188,176
Interest income		(15,838	)		(2,516	)		(38,172	)		55,566			(960	)
Interest expense		28,948			20,023			39,776			(55,566	)		33,181
Loss on extinguishment of debt		1,206			0			0			0			1,206
Income (Loss) from Continuing Operations Before Taxes		(14,316	)		99,943			69,122			0			154,749
Income Tax Expense (Benefit)		(3,286	)		22,752			5,038			0			24,504
Income (Loss) From Continuing
Operations Including
Noncontrolling Interests		(11,030	)		77,191			64,084			0			130,245
Income Attributable to
Noncontrolling Interests		0			0			(206	)		0			(206	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(11,030	)		77,191			63,878			0			130,039
Income From Discontinued Operations Attributable to Esterline, Net of Tax		9,545			2,336			0			0			11,881
Equity in Net Income of Consolidated Subsidiaries		143,405			36,860			3,395			(183,660	)		0
Net Earnings (Loss) Attributable to Esterline	$	141,920		$	116,387		$	67,273		$	(183,660	)	$	141,920

80

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 29, 2010

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	141,920		$	116,387		$	67,479		$	(183,660	)	$	142,126
Depreciation & amortization		0			32,390			39,727			0			72,117
Deferred income tax		994			27			(11,018	)		0			(9,997	)
Share-based compensation		0			3,306			3,828			0			7,134
Gain on sale of discontinued operations		(14,625	)		0			0			0			(14,625	)
Working capital changes, net of effect of acquisitions
Accounts receivable		(274	)		(13,793	)		(25,097	)		0			(39,164	)
Inventories		0			1,483			9,251			0			10,734
Prepaid expenses		(49	)		(854	)		2,017			0			1,114
Other current assets		0			(1	)		2,286			0			2,285
Accounts payable		366			6,043			(5,553	)		0			856
Accrued liabilities		5,637			12,968			2,698			0			21,303
Federal & foreign income taxes		(777	)		(19,136	)		13,306			0			(6,607	)
Other liabilities		6,138			(6,550	)		(7,159	)		0			(7,571	)
Other, net		(8,173	)		10,872			(2,603	)		0			96
		131,157			143,142			89,162			(183,660	)		179,801
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(182	)		(18,920	)		(26,438	)		0			(45,540	)
Proceeds from sale of discontinued operations, net of cash		24,994			0			0			0			24,994
Proceeds from sale of capital assets		0			488			107			0			595
Acquisitions of businesses, net of cash acquired		0			(360	)		(408	)		0			(768	)
		24,812			(18,792	)		(26,739	)		0			(20,719	)

81

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 29, 2010

		0000000000			0000000000			0000000000			0000000000		0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,654			0			0			0		13,654
Excess tax benefits from stock option exercises		3,488			0			0			0		3,488
Net change in credit facilities		0			0			(4,015	)		0		(4,015	)
Repayment of long-term debt		(182,029	)		(385	)		(668	)		0		(183,082	)
Proceeds from issuance of long-term debt		250,000			0			0			0		250,000
Proceeds from government assistance		0			0			9,168			0		9,168
Debt and other issuance costs		(4,719	)		0			0			0		(4,719	)
Dividends paid to noncontrolling interest		0			0			(234	)		0		(234	)
Net change in intercompany financing		(79,220	)		(126,284	)		21,844			183,660		0
		1,174			(126,669	)		26,095			183,660		84,260
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		0			15			1,969			0		1,984
Net Increase (Decrease) in Cash and Cash Equivalents		157,143			(2,304	)		90,487			0		245,326
Cash and Cash Equivalents – Beginning of Year		47,907			4,621			124,266			0		176,794
Cash and Cash Equivalents – End of Year	$	205,050		$	2,317		$	214,753		$	0	$	422,120

82

Condensed Consolidating Statement of Operations for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales		$                  0			$        761,270			$        647,624			$           (1,435	)		$     1,407,459
Cost of Sales		0			512,090			443,506			(1,435	)		954,161
		0			249,180			204,118			0			453,298
Expenses
Selling, general and administrative		0			117,783			117,700			0			235,483
Research, development and engineering		0			27,771			36,685			0			64,456
Other expense (income)		4,202			10,652			(6,884	)		0			7,970
Total Expenses		4,202			156,206			147,501			0			307,909
Operating Earnings from Continuing Operations		(4,202	)		92,974			56,617			0			145,389
Interest income		(23,125	)		(3,717	)		(35,894	)		61,102			(1,634	)
Interest expense		26,983			23,925			38,883			(61,102	)		28,689
Income (Loss) from Continuing Operations Before Taxes		(8,060	)		72,766			53,628			0			118,334
Income Tax
Expense (Benefit)		(1,231	)		1,331			12,449			0			12,549
Income (Loss) From Continuing Operations Including Noncontrolling Interests		(6,829	)		71,435			41,179			0			105,785
Income Attributable to Noncontrolling Interests		0			0			(217	)		0			(217	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(6,829	)		71,435			40,962			0			105,568
Income From Discontinued Operations Attributable to Esterline, Net of Tax		0			14,230			0			0			14,230
Equity in Net Income of Consolidated Subsidiaries		126,627			22,717			5,733			(155,077	)		0
Net Earnings (Loss)
Attributable to Esterline		$        119,798			$        108,382			$         46,695			$        (155,077	)		$        119,798

83

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	119,798		$	108,382		$	46,912		$	(155,077	)	$	120,015
Depreciation & amortization		0			30,667			40,844			0			71,511
Deferred income tax		(7,128	)		(1,536	)		(2,804	)		0			(11,468	)
Share-based compensation		0			3,728			3,621			0			7,349
Gain on sale of discontinued operations		0			(26,481	)		0			0			(26,481	)
Working capital changes, net of effect of acquisitions
Accounts receivable		205			10,487			43,854			0			54,546
Inventories		0			10,273			(4,219	)		0			6,054
Prepaid expenses		26			(273	)		(3,643	)		0			(3,890	)
Other current assets		0			0			(15,428	)		0			(15,428	)
Accounts payable		68			(7,854	)		(11,001	)		0			(18,787	)
Accrued liabilities		(2,642	)		(7,726	)		(1,565	)		0			(11,933	)
Federal & foreign income taxes		(8,969	)		9,448			258			0			737
Other liabilities		2,928			(12,038	)		1,447			0			(7,663	)
Other, net		1			2,102			(9,996	)		0			(7,893	)
		104,287			119,179			88,280			(155,077	)		156,669
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(213	)		(36,459	)		(22,512	)		0			(59,184	)
Proceeds from sale of discontinued operations, net of cash		0			62,944			0			0			62,944
Proceeds from sale of capital assets		0			705			384			0			1,089
Acquisitions of businesses, net of cash acquired		0			(89,812	)		(165,394	)		0			(255,206	)
		(213	)		(62,622	)		(187,522	)		0			(250,357	)

84

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		3,137			0			0			0		3,137
Excess tax benefits from stock option exercises		119			0			0			0		119
Net change in credit facilities		0			0			99			0		99
Repayment of long-term debt		(33,019	)		(740	)		(685	)		0		(34,444	)
Proceeds from issuance of long-term debt		125,000			0			0			0		125,000
Proceeds from government assistance		0			0			11,145			0		11,145
Debt and other issuance costs		(1,258	)		0			0			0		(1,258	)
Dividends paid to noncontrolling interests		0			0			(283	)		0		(283	)
Net change in intercompany financing		(231,030	)		(72,854	)		148,807			155,077		0
		(137,051	)		(73,594	)		159,083			155,077		103,515
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		0			(255	)		6,577			0		6,322
Net Increase (Decrease) in Cash and Cash Equivalents		(32,977	)		(17,292	)		66,418			0		16,149
Cash and Cash Equivalents – Beginning of Year		80,884			21,913			57,848			0		160,645
Cash and Cash Equivalents – End of Year	$	47,907		$	4,621		$	124,266		$	0	$	176,794

85

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Esterline Technologies Corporation

We have audited the accompanying consolidated balance sheets of Esterline Technologies Corporation as of October 28, 2011 and October 29, 2010, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended October 28, 2011. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Esterline Technologies Corporation at October 28, 2011 and October 29, 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 28, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related 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.

As discussed in Note 10 to the financial statements, in 2010 the Company changed its method of accounting for business combination transactions upon the adoption of Financial Accounting Standards Board ASC Topic 805.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Esterline Technologies Corporation’s internal control over financial reporting as of October 28, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 23, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Seattle, Washington

December 23, 2011

86

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Esterline Technologies Corporation

We have audited Esterline Technologies Corporation internal control over financial reporting as of October 28, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Esterline Technologies Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Eclipse Electronic Systems (Eclipse) and the Souriau Group (Souriau), which are included in the 2011 consolidated financial statements of Esterline Technologies Corporation. Eclipse constituted $149 million and $110.7 million of total and net assets, respectively, as of October 28, 2011, and $37.6 million and $5.8 million of revenues and net income, respectively, for the year then ended. Souriau constituted $892 million and $704 million of total and net assets, respectively, as of October 28, 2011, and $77.9 million and $19.2 million of revenues and net loss, respectively, for the year then ended. Our audit of internal control over financial reporting of Esterline Technologies Corporation also did not include an evaluation of the internal control over financial reporting of Eclipse and the Souriau.

In our opinion, Esterline Technologies Corporation maintained, in all material respects, effective internal control over financial reporting as of October 28, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balances sheets of Esterline Technologies Corporation as of October 28, 2011 and October 29, 2010, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended October 28, 2011 of Esterline Technologies Corporation and our report dated December 23, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Seattle, Washington

December 23, 2011

87

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

None.

Item 9A.  Controls and Procedures

Disclosure Controls and Procedures

Our principal executive and financial officers evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 28, 2011. Based upon that evaluation, they concluded as of October 28, 2011, that our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in Securities and Exchange Commission rules and forms. In addition, our principal executive and financial officers concluded as of October 28, 2011, that our disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control system over financial reporting is designed by, or under the supervision of, our chief executive officer and chief financial officer, and is effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i)      pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the assets of the company;

(ii)     provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that transactions are made only in accordance with the authorization of our management and directors; and

(iii)    provide reasonable assurance regarding prevention or timely detection of unauthorized transactions that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of Esterline’s internal control over financial reporting as of October 28, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. On December 30, 2010, the Company completed the acquisition of Eclipse Electronic Systems (Eclipse), and on July 26, 2011, the Company also completed the acquisition of the Souriau Group (Souriau). As permitted by applicable guidelines established by the Securities and Exchange Commission, our management excluded the Eclipse and Souriau operations from its assessment of internal control over financial reporting as of October 28, 2011. Eclipse constituted $149 million and $110.7 million of total and net assets, respectively, as of October 28, 2011, and $37.6 million and $5.8 million of revenues and net income, respectively, for the year then ended. Souriau constituted $892 million and $704 million of total and net assets, respectively, as of October 28, 2011, and $77.9 million and $19.2 million of revenues and net loss, respectively, for the year then ended. Both Eclipse and Souriau will be included in the Company’s assessment for the fiscal year ending October 26, 2012. Based on management’s assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of October 28, 2011.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of internal control over financial reporting. This report appears on page 87.

88

/s/ R. Bradley Lawrence

R. Bradley Lawrence

Director, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Robert D. George

Robert D. George

Vice President, Chief Financial Officer,

Corporate Development and Secretary

(Principal Financial Officer)

/s/ Gary J. Posner

Gary J. Posner

Corporate Controller and Chief Accounting Officer

(Principal Accounting Officer)

Changes in Internal Control Over Financial Reporting

During the three months ended October 28, 2011, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

None.

89

PART III

Item 10.  Directors and Executive Officers of the Registrant

We hereby incorporate by reference the information set forth under “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Ethics,” “Other Information as to Directors – Board and Board Committees,” and “Other Information as to Directors – Director Nominations and Qualifications” in the definitive form of the Company’s Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 7, 2012.

Information regarding our executive officers required by this item appears in Item 1 of this report under “Executive Officers of the Registrant.”

Item 11.  Executive Compensation

We hereby incorporate by reference the information set forth under “Other Information as to Directors – Director Compensation,” “Executive Compensation – Compensation Discussion and Analysis,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the definitive form of the Company’s Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 7, 2012.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We hereby incorporate by reference the information set forth under “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the definitive form of the Company’s Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 7, 2012.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

We hereby incorporate by reference the information set forth under “Certain Relationships and Related Transactions” and “Other Information as to Directors – Board and Board Committees” in the definitive form of the Company’s Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 7, 2012.

Item 14.  Independent Registered Public Accounting Firm Fees and Services

We hereby incorporate by reference the information set forth under “Independent Registered Public Accounting Firm’s Fees” in the definitive form of the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on March 7, 2012.

90

PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

Our Consolidated Financial Statements are as set forth under Item 8 of this report on Form 10-K.

(a)(2) Financial Statement Schedules.

The following consolidated financial statement schedule of the Company is included as follows:

ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

(In Thousands)

		000000000		000000000		000000000		000000000			000000000
Reserve for Doubtful Accounts Receivable	Balance at Beginning of Year		Charged to Costs & Expenses		Other 1		Deductions			Balance at End of Year
Fiscal Years
2011	$	4,865	$	1,407	$	1,081	$	(290	)2	$	7,063
2010	$	5,297	$	644	$	0	$	(1,076	)2	$	4,865
2009	$	5,191	$	738	$	3	$	(635	)2	$	5,297

¹  Acquisition-related addition.

²  Uncollectible accounts written off, net of recoveries.

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 94-99.

91

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,
	Corporate Development and Secretary
	(Principal Financial Officer)

Dated: December 23, 2011

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/ R. Bradley Lawrence	Director, President and	December 23, 2011
(R. Bradley Lawrence)	Chief Executive Officer	Date
	(Principal Executive Officer)
/s/ Robert D. George	Vice President,	December 23, 2011
(Robert D. George)	Chief Financial Officer,	Date
	Corporate Development and Secretary
	(Principal Financial Officer)
/s/ Gary J. Posner	Corporate Controller and	December 23, 2011
(Gary J. Posner)	Chief Accounting Officer	Date
	(Principal Accounting Officer)
/s/ Robert W. Cremin	Chairman	December 23, 2011
(Robert W. Cremin)		Date
/s/ Lewis E. Burns	Director	December 23, 2011
(Lewis E. Burns)		Date
/s/ John F. Clearman	Director	December 23, 2011
(John F. Clearman)		Date
/s/ Delores M. Etter	Director	December 23, 2011
(Delores M. Etter)		Date
/s/ Anthony P. Franceschini	Director	December 23, 2011
(Anthony P. Franceschini)		Date

92

/s/ Paul V. Haack	Director	December 23, 2011
(Paul V. Haack)		Date
/s/ Mary L. Howell	Director	December 23, 2011
(Mary L. Howell)		Date
/s/ Jerry D. Leitman	Director	December 23, 2011
(Jerry D. Leitman)		Date
/s/ James J. Morris	Director	December 23, 2011
(James J. Morris)		Date
/s/ Gary E. Pruitt	Director	December 23, 2011
(Gary E. Pruitt)		Date

93

Exhibit Number	Exhibit Index
3.1	Restated Certificate of Incorporation for Esterline Technologies Corporation, dated June 6, 2002. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 26, 2002 [Commission File Number 1-6357], with Form of Certificate of Designation, dated December 11, 2002.) (Incorporated by reference to Exhibit 4.1 to Esterline’s Registration of Securities on Form 8-A filed December 12, 2002 [Commission File Number 1-6357].)
3.2	Amended and Restated By-laws of the Company, effective December 10, 2009. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2009 [Commission File Number 1-6357].)
4.1	Rights Agreement dated as of December 11, 2002, between Esterline Technologies Corporation and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A the Form of Certificate of Designation of Series B Serial Preferred Stock, as Exhibit B the Form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, as amended, filed on December 12, 2002 [Commission File Number 1-6357].)
4.2	Indenture relating to Esterline Technologies Corporation’s 7.75% Senior Subordinated Notes due 2013, dated as of June 11, 2003. (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2003 [Commission File Number 1-6357].)
4.3	Form of Exchange Note for the 7.75% Senior Subordinated Notes due 2013. (Incorporated by reference to Exhibit 4.3 to the Company’s Form S-4, as amended, filed on September 30, 2003 [Commission File Number 333-109325].)
4.4	Registration Rights Agreement among Esterline Technologies Corporation, its subsidiaries listed on Schedule 1 thereto, Wachovia Capital Markets, LLC, Banc of Americas Securities LLC, KeyBanc Capital Markets, a division of McDonald Investments and Wells Fargo Securities, LLC, dated March 1, 2007 (“2007 Registration Rights Agreement”). (Incorporated by reference to Exhibit 10.47 to the Company’s Current Report on Form 8-K filed on March 7, 2007 [Commission File Number 1-6357].)
4.5	Indenture relating to Esterline Technologies Corporation’s 6.625% Senior Notes due 2017, dated as of March 1, 2007. (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 7, 2007 [Commission File Number 1-6357].)
4.6	Form of Exchange Note for the 6.625% Senior Notes due 2017. (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-4 filed on June 29, 2007 [Commission File Number 333-144161].)
4.7	Supplemental Indenture, relating to Esterline Technologies Corporation’s 7.75% Senior Subordinated Notes due 2013, dated as of June 27, 2007. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 28, 2007 [Commission File Number 1-6357].)
4.8	Amendment dated as of July 31, 2007 to 2007 Registration Rights Agreement. (Incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-4/A filed on August 6, 2007 [Commission File Number 333-144161].)
4.9	Supplemental Indenture, relating to Esterline Technologies Corporation’s 6.625% Senior Notes due 2017, dated as of July 26, 2007. (Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-4/A filed on August 6, 2007 [Commission File Number 333-144161].)
4.10	Registration Rights Agreement among Esterline Technologies Corporation, its subsidiaries listed on the signature pages thereto, Banc of America Securities LLC, as representative of the initial purchasers party thereto, dated August 2, 2010. (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 2, 2010 [Commission File Number 1-6357].)

94

Exhibit Number	Exhibit Index
4.11	Indenture relating to Esterline Technologies Corporation’s 7% Senior Notes due 2020, dated as of August 2, 2010. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 2, 2010 [Commission File Number 1-6357].)
4.12	Supplemental Indenture, relating to Esterline Technologies Corporation’s 7% Senior Notes due 2020, dated as of August 2, 2010. (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 2, 2010 [Commission File Number 1-6357].)
4.13	Form of Exchange Note for the 7% Senior Notes due 2020. (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-4 filed on October 19, 2010 [Commission File Number 333-170032].)
10.1	Third Amendment to Credit Agreement, dated as of July 20, 2011, among Esterline Technologies Corporation, the Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders and other parties thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 26, 2011 [Commission File Number 1-6357].)
10.2*	Summary of Non-Employee Director Compensation for Services on the Board of Directors of Esterline Technologies Corporation. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 29, 2010 [Commission File Number 1-6357].)
10.3*	Esterline Technologies Corporation Supplemental Retirement Income Plan. (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended October 27, 2006 [Commission File Number 1-6357].)
10.4*	Esterline Technologies Corporation Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2011 [Commission File Number 1-6357].)
10.5*	Esterline Technologies Corporation Fiscal Year 2011 Annual Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2011 [Commission File Number 1-6357].)
10.6*	Esterline Technologies Supplemental Executive Retirement and Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended October 27, 2006 [Commission File Number 1-6357].)
10.7*	Esterline Technologies Corporation 2002 Employee Stock Purchase Plan, as amended on March 3, 2010. (Incorporated by reference to Annex B of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on January 22, 2010 [Commission File Number 1-6357].)
10.8*	Esterline Technologies Corporation 2004 Equity Incentive Plan, as amended on March 3, 2010. (Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on January 22, 2010 [Commission File Number 1-6357].)
10.9*	Form of Stock Option Agreement. (Incorporated by reference to Exhibit 10.36a to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005 [Commission File Number 1-6357].)
10.10*	Executive Officer Termination Protection Agreement. (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended October 28, 2005 [Commission File Number 1-6357].)

95

Exhibit Number	Exhibit Index
10.11*	Offer Letter from Esterline Technologies Corporation to Frank Houston dated March 4, 2005. (Incorporated by reference to Exhibit 10.19e to the Company’s Current Report on Form 8-K dated March 29, 2005 [Commission File Number 1-6357].)
10.12*	Offer Letter from Esterline Technologies Corporation to Brad Lawrence dated December 11, 2006. (Incorporated by reference to Exhibit 10.19f to the Company’s Current Report on Form 8-K dated January 23, 2007 [Commission File Number 1-6357].)
10.13*	Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan. (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed March 14, 2003 [Commission File Number 333-103846].)
10.14	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 year ended October 28, 2005 [Commission File Number 1-6357].)
10.15	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 year ended October 28, 2005 [Commission File Number 1-6357].)
10.16	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 year ended October 28, 2005 [Commission File Number 1-6357].)
10.17	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 year ended October 28, 2005 [Commission File Number 1-6357].)
10.18	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 year ended October 28, 2005 [Commission File Number 1-6357].)
10.19	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 Annual Report on Form 10-K for the year ended October 28, 2005 [Commission File Number 1-6357].)
10.20	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 including Amendments, relating to premises located at 28065 West Franklin Parkway, Valencia, CA. (Incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended October 28, 2005 [Commission File Number 1-6357].)
10.21	Lease Agreement, dated as of February 27, 1998, between Glacier Partners and Advanced Input Devices, Inc., as amended by 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 the year ended October 27, 2000 [Commission File Number 1-6357].)

96

Exhibit Number	Exhibit Index
10.22	Lease Amendment #2 between Glacier Partners and Advanced Input Devices, Inc., dated July 2, 2002, and Lease Amendment #3 between Glacier Partners and Advanced Input Devices, Inc., dated September 18, 2009. (Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended October 30, 2009 [Commission File Number 1-6357].)
10.23	Lease Agreement, dated as of August 6, 2003, by and between the Prudential Insurance Company of America and Mason Electric Co., relating to premises located at Sylmar, California. (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2003 [Commission File Number 1-6357].)
10.24	Occupation Lease of Buildings known as Phases 3 and 4 on the Solartron Site at Victoria Road, Farnborough, Hampshire between J Sainsbury Developments Limited and Weston Aerospace Limited, dated July 21, 2000. (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2003 [Commission File Number 1-6357].)
10.25	Lease Agreement dated as of March 19, 1969, as amended, between Leach Corporation and Gin Gor Ju, Trustee of Ju Family Trust, relating to premises located in Orange County. (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended October 29, 2004 [Commission File Number 1-6357].)
10.26	Lease Agreement, dated November 29, 2005 between Lordbay Investments Limited, Darchem Engineering Limited and Darchem Holdings Limited relating to premises located at Units 4 and 5 Eastbrook Road, London Borough of Gloucestershire Gloucester. (Incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 28, 2006 [Commission File Number 1-6357].)
10.27	Amendment No. 1 dated as of November 23, 2005 to Lease Agreement dated as of March 1, 1994 between Highland Industrial Park, Inc. and Armtec Countermeasures Company. (Incorporated by reference to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 28, 2006 [Commission File Number 1-6357].)
10.28	Lease Agreement dated November 4, 2002, between American Ordnance LLC and FR Countermeasures, relating to premises located at 25A Ledbetter Gate Road, Milan, Tennessee. (Incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended October 27, 2006 [Commission File Number 1-6357].)
10.29	Lease Agreement between Capstone PF LLC and Korry Electronics Co. dated as of March 26, 2008. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2008 [Commission File Number 1-6357].)
10.30	Exhibit C to Lease Agreement between Capstone PF LLC and Korry Electronics Co. dated as of March 26, 2008. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2008 [Commission File Number 1-6357].)
10.31	First Amendment to Building Lease and Sublease, dated June 25, 2008, between Capstone PF LLC and Korry Electronics Co. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2008 [Commission File Number 1-6357].)
10.32	Second Amendment to Building Lease and Sublease, dated July 30, 2008, between Capstone PF LLC and Korry Electronics Co. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2008 [Commission File Number 1-6357].)

97

Exhibit Number	Exhibit Index
10.33	Subordination, Nondisturbance and Attornment Agreement and Estoppel Certificate, dated July 30, 2008, between Keybank National Association and Korry Electronics Co. (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2008 [Commission File Number 1-6357].)
10.34	Lease Extension Agreement between Weir Redevelopment Company and Kirkhill TA dated October 30, 2009. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 29, 2010 [Commission File Number 1-6357].)
10.35	Agreement of purchase and sale and joint escrow instruction between Kirkhill-TA Co., a California corporation, and Absolute Screen Print, Inc., a California corporation, dated August 11, 2011. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2011 [Commission File Number 1-6357].)
10.36	First and Second Amendment to Office Lease Agreement between City Center Bellevue Property LLC, a Delaware limited partnership, and Esterline Technologies Corporation, a Delaware corporation, dated April 14, 2011, and May 4, 2011. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2011 [Commission File Number 1-6357].)
10.37	Agreement for the sale and purchase of the entire issued share capital of Muirhead Aerospace Limited between Esterline Technologies Limited, Esterline Technologies Corporation, EMA Holding UK Limited, and Ametek, Inc. dated November 3, 2008. (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended October 29, 2010 [Commission File Number 1-6357].)
10.38	Stock Purchase Agreement between NMC Group, Inc. and Esterline Technologies Corporation dated November 17, 2008. (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended October 29, 2010 [Commission File Number 1-6357].)
10.39	Share Sale and Purchase Agreement Relating to Racal Acoustics Global Limited dated December 21, 2008. (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2009 [Commission File Number 1-6357].)
10.40	Stock Purchase Agreement by and between Measurement Specialties, Inc., Pressure Systems, Inc. and Esterline Technologies Corporation dated September 8, 2010, relating to the sale of all issued and outstanding shares of Pressure Systems, Inc. (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended October 29, 2010 [Commission File Number 1-6357].)
10.41	Stock Purchase Agreement By and Among Eclipse Electronic Systems, Inc., Its Shareholders, and Esterline Technologies Corporation dated as of December 28, 2010. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2011 [Commission File Number 1-6357].)
10.42	Share Purchase Agreement between FCPR Sagard, FCPR Sagard Connecteurs, Individuals, The Mezzanine Sellers as Sellers and Esterline Technologies Corporation as Buyer, dated May 23, 2011. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2011 [Commission File Number 1-6357].)
11.1	Schedule setting forth computation of earnings per share for the five fiscal years ended October 28, 2011.
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1	List of subsidiaries.
23.1	Consent of Independent Registered Public Accounting Firm.

98

Exhibit Number	Exhibit Index
31.1	Certification of Chief Executive Officer.
31.2	Certification of Chief Financial Officer.
32.1	Certification (of R. Bradley Lawrence) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification (of Robert D. George) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

* Indicates management contract or compensatory plan or arrangement.

99

EX-11.1

Exhibit 11.1

ESTERLINE TECHNOLOGIES CORPORATION

(In thousands, except per share amounts)

		$133,040		$133,040		$133,040		$133,040		$133,040
	2011		2010		2009		2008		2007
Computation of Earnings Per Share – Basic
Income From Continuing Operations
Attributable to Esterline,
Net of Tax	$	133,087	$	130,039	$	105,568	$	111,258	$	85,914
Income (Loss) From Discontinued
Operations Attributable to
Esterline, Net of Tax		(47)		11,881		14,230		9,275		6,370
Net Earnings Attributable to
Esterline	$	133,040	$	141,920	$	119,798	$	120,533	$	92,284
Weighted Average Number of Shares Outstanding – Basic		30,509		29,973		29,717		29,507		25,824
Earnings Per Share Attributable to
Esterline – Basic:
Continuing operations	$	4.36	$	4.34	$	3.55	$	3.77	$	3.33
Discontinued operations		.00		.39		.48		.31		.24
Earnings Per Share Attributable to
Esterline – Basic	$	4.36	$	4.73	$	4.03	$	4.08	$	3.57
Computation of Earnings Per Share – Diluted
Income From Continuing Operations
Attributable to Esterline,
Net of Tax	$	133,087	$	130,039	$	105,568	$	111,258	$	85,914
Income (Loss) From Discontinued
Operations Attributable to
Esterline, Net of Tax		(47)		11,881		14,230		9,275		6,370
Net Earnings Attributable to
Esterline	$	133,040	$	141,920	$	119,798	$	120,533	$	92,284
Weighted Average Number of Shares Outstanding		30,509		29,973		29,717		29,507		25,824
Net Shares Assumed to be
Issued for Stock Options		645		504		234		401		428
Weighted Average Number of Shares and Equivalent
Shares Outstanding – Diluted		31,154		30,477		29,951		29,908		26,252
Earnings Per Share Attributable to
Esterline – Diluted:
Continuing operations	$	4.27	$	4.27	$	3.52	$	3.72	$	3.27
Discontinued operations		.00		.39		.48		.31		.25
Earnings Per Share Attributable to
Esterline – Diluted	$	4.27	$	4.66	$	4.00	$	4.03	$	3.52

EX-12.1

Exhibit 12.1

ESTERLINE TECHNOLOGIES CORPORATION

(In thousands)

Statement of Computation of Ratio of Earnings to Fixed Charges

		$203,864		$203,864		$203,864		$203,864		$203,864
	2011		2010		2009		2008		2007
Income from continuing operations before income taxes	$	158,482	$	154,749	$	118,334	$	136,929	$	107,470
Fixed charges 1
Interest expense		40,216		33,181		28,689		29,922		35,298
Interest included in rental expense		5,166		4,611		5,299		5,193		3,651
Total	$	45,382	$	37,792	$	33,988	$	35,115	$	38,949
Earnings 2	$	203,864	$	192,541	$	152,322	$	172,044	$	146,419
Ratio of earnings available to cover fixed charges		4.5		5.1		4.5		4.9		3.8

¹  Fixed charges consist of interest on indebtedness and amortization of debt issuance cost plus that portion of lease rental expense representative of the interest factor.

²  Earnings consist of income from continuing operations before income taxes plus fixed charges.

EX-21.1

Exhibit 21.1

SUBSIDIARIES

The subsidiaries of the Company as of October 28, 2011, are as follows:

Name of Subsidiary	Jurisdiction of Incorporation
Advanced Input Devices, Inc.	Delaware
Esterline Input Devices (Shanghai) Ltd.	China
LRE Medical GmbH	Germany
Memtron Technologies Co.	Delaware
Armtec Defense Products Co.	Delaware
Armtec Countermeasures Co.	Delaware
Armtec Countermeasures TNO Co.	Delaware
Wallop Defence Systems	England
Auxitrol S.A.	France
Esterline Sensors Services Americas, Inc.	Delaware
Norwich Aero Products Ltd.	New York
Weston Aerospace Ltd.	England
CMC Electronics Incorporated	Canada
CMC Electronics Aurora Incorporated	Delaware
Eclipse Electronic Systems	Texas
Hytek Finishes Co.	Delaware
Kirkhill – TA Co.	California
Darchem Engineering Ltd.	Scotland
NMC Group, Inc.	California
Korry Electronics Co.	Delaware
AVISTA Incorporated	Wisconsin
BVR Technologies Co.	Delaware
Mason Electric Co.	Delaware
Leach International Corporation	Delaware
Leach International Europe S.A.	France
Palomar Products, Inc.	Delaware
Racal Acoustics Ltd.	England
Racal Acoustics Inc.	Delaware
Souriau S.A.S.	France
Pacific Aerospace & Electronics Inc.	Washington
Souriau USA Inc.	Delaware

The above list excludes certain subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of October 28, 2011.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-43843) pertaining to the Esterline Technologies Corporation 1997 Stock Option Plan;

(2) Registration Statement (Form S-8 No. 333-62650) pertaining to the Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan;

(3) Registration Statement (Form S-8 No. 333-103846) pertaining to the Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan;

(4) Registration Statement (Form S-8 No. 333-113475) pertaining to the Esterline Technologies Corporation 2004 Equity Incentive Plan;

(5) Registration Statement (Form S-8 No. 333-151823) pertaining to the Esterline Technologies Corporation 2004 Equity Incentive Plan and the Esterline Technologies Corporation 2002 Employee Stock Purchase Plan;

(6) Registration Statement (Form S-8 No. 333-165613) pertaining to the Esterline Technologies Corporation Amended and Restated 2004 Equity Incentive Plan and Amended and Restated 2002 Employee Stock Purchase Plan;

of our reports dated December 23, 2011, with respect to the consolidated financial statements and schedule of Esterline Technologies Corporation, and the effectiveness of internal control over financial reporting of Esterline Technologies Corporation, included in this Annual Report (Form 10-K), for the year ended October 28, 2011.

/s/ Ernst & Young LLP

Seattle, Washington

December 23, 2011

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, R. Bradley Lawrence, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: December 23, 2011	By:	/s/ R. Bradley Lawrence
		R. Bradley Lawrence
		Director, President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Robert D. George, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: December 23, 2011	By:	/s/ Robert D. George
		Robert D. George
		Vice President, Chief Financial Officer,
		Corporate Development and Secretary
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Esterline Technologies Corporation (the “Company”) on Form 10-K for the fiscal year ended October 28, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), I, R. Bradley Lawrence, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: December 23, 2011

By:	/s/ R. Bradley Lawrence
	R. Bradley Lawrence
	Director, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Esterline Technologies Corporation (the “Company”) on Form 10-K for the fiscal year ended October 28, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “the Form 10-K”), I, Robert D. George, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: December 23, 2011

By:	/s/ Robert D. George
	Robert D. George
	Vice President, Chief Financial Officer,
	Corporate Development and Secretary

XML

Commitments And Contingencies (Tables)

12 Months Ended

Oct. 28, 2011

Commitments And Contingencies [Abstract]

Schedule Of Rental Commitments For Noncancelable Operating Leases

In Thousands
Fiscal Year
2012	$	15,084
2013		12,074
2014		9,998
2015		7,084
2016		5,494
2017 and thereafter		15,351
	$	65,085

Schedule Of Purchase Obligations

		696,692		696,692		696,692		696,692		696,692
	Total		Less than       1 year		1-3       years		4-5       years		After 5 years
Purchase obligations	$	696,692	$	654,996	$	39,154	$	1,847	$	695

XML

Retirement Benefits (Narrative) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Underfunded status	$ 107,877,000	$ 105,333,000
Company contribution expense	8,203,000	7,533,000	7,418,000
Increase/decrease discount rate basis points	25
Increase in pension liabilities	11,300,000
Decrease in pension liabilities	9,400,000
Increase/decrease health care trend rate basis points	100
Increase post-retirement benefit obligation	1,000,000
Decrease post-retirement benefit obligation	900,000
Defined Benefit Pension Plans [Member]
Underfunded status	99,548,000	89,874,000
Accumulated benefit obligation	387,378,000
Post-Retirement Benefit Plans [Member]
Underfunded status	13,835,000	14,201,000
Accumulated benefit obligation		349,489,000
United States Defined Pension Benefit Plans [Member]
Defined benefit plan participation, percentage	41.00%
Defined benefit plan pension benefits based on average compensation, years	5
Defined benefit plan, service period related to benefit, years	5
Defined benefit plans based on compensation during last years of employment	10
Defined benefit plan amendment date	January 1, 2003
Defined benefit plan projected benefit obligation	250,136,000
Defined benefit plan, plan assets	193,888,000
Underfunded status	56,248,000
Company contribution expense	24,556,000	13,910,000
Expected funding requirement for fiscal 2012	21,235,000
Accumulated benefit obligation	242,163,000
CMC Defined Pension Benefit Plans [Member]
Defined benefit plan projected benefit obligation	128,944,000
Defined benefit plan, plan assets	103,737,000
Underfunded status	25,207,000
Company contribution expense	7,906,000	6,091,000
Expected funding requirement for fiscal 2012	8,112,000
Accumulated benefit obligation	$ 126,705,000
Maximum [Member]
Defined benefit plan expected future investment return	7.50%
Maximum [Member] | United States Defined Pension Benefit Plans [Member]
Defined benefit plan annual pay credits	6.00%
Minimum [Member]
Defined benefit plan expected future investment return	7.00%
Minimum [Member] | United States Defined Pension Benefit Plans [Member]
Defined benefit plan annual pay credits	2.00%

XML

Inventories (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011	Oct. 29, 2010
Inventories [Abstract]
Raw materials and purchased parts	$ 130,444	$ 109,595
Work in process	168,934	73,336
Inventory costs under long-term contracts	18,990	26,256
Finished goods	84,180	53,186
Total Inventories	$ 402,548	$ 262,373

XML

Income Taxes (Schedule Of A Reconciliation Of U.S. Federal Statutory Income Tax Rate To The Effective Income Tax Rate) (Details)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Income Taxes [Abstract]
U.S. statutory income tax rate	35.00%	35.00%	35.00%
State income taxes	1.40%	1.20%	0.60%
Foreign taxes	(10.80%)	(10.30%)	(16.00%)
Domestic manufacturing deduction	(1.30%)	(0.70%)	(1.20%)
Research & development credits	(5.50%)	(3.30%)	(6.10%)
Net change in tax reserves	(2.40%)	(4.30%)	1.00%
Suspended losses	0.00%	0.00%	(5.60%)
U.S. tax on foreign income	0.00%	0.00%	6.60%
U.S. foreign tax credits	0.00%	0.00%	(6.70%)
Valuation allowance	(3.00%)	(1.60%)	2.30%
Change in foreign tax rates	(2.20%)	(1.10%)	0.00%
Acquisition and organizational restructuring	3.00%	0.00%	0.00%
Other, net	1.50%	0.90%	0.70%
Effective income tax rate	15.70%	15.80%	10.60%

XML

Retirement Benefits (Schedule Of Assumptions Used In Calculating Net Periodic Costs) (Details)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010
Esterline Plans [Member] | Defined Benefit Pension Plans [Member]
Discount Rate	5.00%	5.50%
Rate of increase in future compensation levels	4.50%	4.50%
Assumed long-term rate of return on plan assets	7.50%	8.00%
Esterline Plans [Member] | Post-Retirement Benefit Plans [Member]
Discount Rate	5.00%	5.50%
Initial weighted average health care trend rate	6.00%	6.00%
Ultimate weighted average health care trend rate	6.00%	6.00%
CMC Plans [Member] | Defined Benefit Pension Plans [Member]
Discount Rate	5.00%	5.00%
Rate of increase in future compensation levels	3.10%	3.20%
Assumed long-term rate of return on plan assets	7.00%	7.00%
CMC Plans [Member] | Post-Retirement Benefit Plans [Member]
Discount Rate	5.00%	5.00%
Initial weighted average health care trend rate	3.70%	4.10%
Ultimate weighted average health care trend rate	3.20%	3.40%

XML

Commitments And Contingencies (Schedule Of Purchase Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011
Commitments And Contingencies [Abstract]
Purchase obligations, Total	$ 696,692
Purchase obligations, Less than 1 year	654,996
Purchase obligations, 1-3 years	39,154
Purchase obligations, 4-5 years	1,847
Purchase obligations, After 5 years	$ 695

XML

Accounting Policies (Details)	0 Months Ended	1 Months Ended	12 Months Ended								12 Months Ended		0 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended		12 Months Ended				1 Months Ended	12 Months Ended
	Oct. 29, 2009	Jun. 30, 2009	Oct. 28, 2011 USD ($) years	Oct. 29, 2010 USD ($)	Oct. 30, 2009 USD ($)	Dec. 31, 2010 USD ($)	Nov. 30, 2010 USD ($)	Feb. 28, 2006 GBP (£)	Oct. 28, 2011 Letter of Credit [Member] USD ($)	Oct. 29, 2010 Letter of Credit [Member] USD ($)	Oct. 28, 2011 Buildings [Member] years	Oct. 28, 2011 Machinery And Equipment [Member] years	Aug. 02, 2010 Senior Subordinated Notes Due In 2013 [Member] USD ($)	Jun. 30, 2009 Senior Subordinated Notes Due In 2013 [Member] USD ($)	Oct. 29, 2010 Senior Subordinated Notes Due In 2013 [Member] USD ($)	Dec. 31, 2010 Senior Notes Due In 2017 [Member] USD ($)	Nov. 30, 2010 Senior Notes Due In 2017 [Member]	Oct. 28, 2011 Euro Term Loan [Member] USD ($)	Jul. 31, 2011 Euro Term Loan [Member] EUR (€)	Oct. 28, 2011 Swap [Member]	Dec. 31, 2010 Swap [Member] USD ($)	Sep. 30, 2003 Hundred Million Interest Rate Swap Agreement [Member]	Oct. 28, 2011 Hundred Million Interest Rate Swap Agreement [Member]	Oct. 28, 2011 Seventy Five Million Interest Rate Swap Agreement [Member]	Dec. 31, 2010 One Seventy Five Million Interest Rate Swap Agreement [Member] USD ($)	Nov. 30, 2010 One Seventy Five Million Interest Rate Swap Agreement [Member] USD ($)	Jun. 30, 2009 One Seventy Five Million Interest Rate Swap Agreement [Member] USD ($)	Oct. 28, 2011 Minimum [Member]	Oct. 30, 2009 Minimum [Member] Senior Subordinated Notes Due In 2013 [Member]	Oct. 28, 2011 Minimum [Member] Senior Notes Due In 2017 [Member]	Oct. 28, 2011 Maximum [Member]	Oct. 30, 2009 Maximum [Member] Senior Subordinated Notes Due In 2013 [Member]	Oct. 28, 2011 Maximum [Member] Senior Notes Due In 2017 [Member]	Oct. 28, 2011 U.S. Government [Member]
Sales Revenue Percentage																																		10.00%
Fair market value of long-term debt and short-term borrowings			$ 1,000,000,000	$ 640,500,000
Maturities of forecasted transactions using forward exchange contracts			23
Notional value of foreign currency forward contracts accounted for cash flow hedge			288,900,000	205,700,000
Fair value of foreign currency forward contracts			4,600,000	10,700,000
U.K. term loan								57,000,000
Gain (loss) of foreign currency translation included in other comprehensive income loss			(4,800,000)															5,100,000
Term Loan under secured credit facility																			125,000,000
Senior Notes						175,000,000	175,000,000							175,000,000		175,000,000
Debt instrument, description of variable rate basis	The variable interest rate is based upon LIBOR plus 5.37% and was 5.61% at October 30, 2009.																						The variable interest rate is based upon LIBOR plus 4.87% and was 5.29% at October 28, 2011.	The variable interest rate is based upon LIBOR plus 4.47% and was 4.90% at October 28, 2011.
Senior notes maturity year		2017												2013		2017	2017					2017
Fixed interest rate of swap agreement																								6.625%	6.625%	6.625%	7.75%
Amount of interest rate swap agreement							100,000,000														75,000,000				75,000,000	100,000,000	175,000,000
Variable interest rate based on LIBOR				4.865%																4.47%								4.47%	5.37%	4.87%	4.90%	5.61%	5.29%
Deferred gain from both of swap agreements															3,700,000
Loss on extinguishment of debt			831,000	1,206,000	0								1,200,000		1,200,000
Accumulated gain (loss) on foreign currency translation adjustment			68,637,000	58,764,000	53,200,000
Gain (loss) on foreign currency transactions			14,200,000	6,100,000	12,600,000
Cash equivalents included in cash									29,300,000	28,800,000
Estimated useful lives of property, plant and equipment, minimum											15	3
Estimated useful lives of property, plant and equipment, maximum											30	10
Depreciation expense			42,500,000	39,500,000	39,200,000
Assets under capital leases			$ 38,100,000	$ 44,400,000
Estimated amortization of intangible assets, minimum			2
Estimated amortization of intangible assets, maximum			20
Anti-dilutive shares excluded from computation of earnings per share			331,300	50,984	1,385,596
Weighted average number of shares outstanding used to compute basic earnings per share			30,509,000	29,973,000	29,717,000
Weighted average number of shares outstanding used to compute diluted earnings per share			31,154,000	30,477,000	29,951,000

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Accrued Liabilities (Tables)

12 Months Ended

Oct. 28, 2011

Accrued Liabilities [Abstract]

Schedule Of Accrued Liabilities

In Thousands	2011		2010
Payroll and other compensation	$	123,454	$	81,530
Commissions		5,675		4,873
Casualty and medical		13,435		14,605
Interest		6,599		6,370
Warranties		19,298		17,159
State and other tax accruals		5,383		4,785
Customer deposits		25,143		21,378
Deferred revenue		22,602		17,435
Contract reserves		13,050		13,218
Forward foreign exchange contracts		614		2,112
Unclaimed property – non-U.S.		11,861		11,530
Environmental reserves		4,426		2,713
Asset retirement obligations		308		1,645
Rent and future lease obligations		1,308		1,687
Other		17,266		14,054
	$	270,422	$	215,094

Schedule Of Changes In Accrued Product Warranty Costs

In Thousands	2011			2010
Balance, beginning of year	$	17,159		$	14,685
Warranty costs incurred		(4,583	)		(4,478	)
Product warranty accrual		7,239			8,488
Acquisitions		645			0
Release of reserves		(1,476	)		(1,794	)
Sale of businesses		0			(90	)
Foreign currency translation adjustment		314			348
Balance, end of year	$	19,298		$	17,159

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Employee Stock Plans (Narrative) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009	Oct. 31, 2008
Share-based compensation cost	$ 7,963,000	$ 7,134,000	$ 7,349,000
Income tax benefit recognized	2,700,000	2,200,000	2,300,000
Number of options granted	331,300	359,800	429,400
Shares reserved for issuance to officers and key employees	1,834,900	1,838,950	1,960,775	1,665,925
Aggregate intrinsic value of option shares outstanding	26,100,000
Aggregate intrinsic value of option shares exercisable	17,100,000
Number of option shares vested or expected to vest	1,700,000
Option shares vested or expected to vest aggregate intrinsic value	24,900,000
Weighted average exercise price of option shares vested or expected to vest	$ 44.35
Weighted average remaining contractual term of option shares vested or expected to vest, years	6.5
Weighted average remaining contractual term of option shares currently exercisable	5.3
Total unrecognized compensation expense for options	7,800,000
Unrecognized compensation expense will be recognized over a weighted average period, years	1.9
Fair value of option shares vested	5,500,000
Equity Incentive Plan [Member]
Weighted-average grant date fair value of options granted	$ 32.51	$ 21.45
Award period end date	March 3, 2014
Award period, years	10
Remaining shares available for issuance	934,810
Shares reserved for issuance to officers and key employees	2,769,710
Options excisable ratably period, years	4
Employee Stock Purchase Plan [Member]
Purchase price fair market value percentage	95.00%
Number of shares purchased by employees	25,929
Employees purchase price per share fair market value	70.36
Employee Share-Save Scheme [Member]
Common stock reserved for issuance, shares	179,500
Purchase price fair market value percentage	95.00%
Number of options granted	9,956	10,133	164,199
Weighted-average grant date fair value of options granted	$ 26.14
The term of options, years	3
Remaining shares available for issuance	759,420
Accrued deductions for purchase of shares	$ 640,721
Share purchase date	December 15, 2011

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Debt (Narrative) (Details)	1 Months Ended	12 Months Ended									12 Months Ended			12 Months Ended				12 Months Ended		12 Months Ended							0 Months Ended	12 Months Ended				0 Months Ended	12 Months Ended		0 Months Ended		12 Months Ended		0 Months Ended
	Mar. 31, 2011	Oct. 28, 2011 USD ($)	Oct. 29, 2010 USD ($)	Oct. 30, 2009 USD ($)	Oct. 31, 2008 USD ($)	Dec. 31, 2010 USD ($)	Nov. 30, 2010 USD ($)	Dec. 31, 2010 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Nov. 30, 2010 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Oct. 29, 2010 6.625% Senior Notes, Due March 2017 [Member]	Oct. 28, 2011 Secured Credit Facility [Member] USD ($)	Oct. 28, 2011 Secured Credit Facility [Member] EUR (€)	Mar. 31, 2011 Secured Credit Facility [Member] USD ($)	Oct. 28, 2011 U.S. Credit Facility [Member] USD ($)	Oct. 28, 2011 Foreign Credit Facility [Member] USD ($)	Mar. 31, 2011 Minimum [Member] Secured Credit Facility [Member]	Mar. 31, 2011 Maximum [Member] Secured Credit Facility [Member]	Oct. 28, 2011 U.S. Term Loan [Member] USD ($)	Oct. 29, 2010 U.S. Term Loan [Member] USD ($)	Oct. 28, 2011 Euro Term Loan [Member] USD ($)	Jul. 31, 2011 Euro Term Loan [Member] EUR (€)	Oct. 29, 2010 Euro Term Loan [Member] USD ($)	Oct. 28, 2011 Euro Term Loan [Member] Minimum [Member]	Jul. 31, 2011 Euro Term Loan [Member] Minimum [Member]	Oct. 28, 2011 Euro Term Loan [Member] Maximum [Member]	Jul. 31, 2011 Euro Term Loan [Member] Maximum [Member]	Mar. 01, 2007 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Oct. 28, 2011 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Nov. 30, 2010 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Oct. 29, 2010 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Oct. 29, 2010 6.625% Senior Notes, Due March 2017 [Member] Maximum [Member]	Aug. 02, 2010 7.00% Senior Notes, Due August 2020 [Member] USD ($)	Oct. 28, 2011 7.00% Senior Notes, Due August 2020 [Member] USD ($)	Oct. 29, 2010 7.00% Senior Notes, Due August 2020 [Member] USD ($)	Sep. 09, 2010 Senior Subordinated Notes Due In 2013 [Member] USD ($)	Aug. 02, 2010 Senior Subordinated Notes Due In 2013 [Member] USD ($)	Oct. 29, 2010 Senior Subordinated Notes Due In 2013 [Member] USD ($)	Jun. 30, 2009 Senior Subordinated Notes Due In 2013 [Member] USD ($)	Aug. 02, 2010 Debt Redemption Prior to March 1,2012 [Member] 6.625% Senior Notes, Due March 2017 [Member]	Mar. 01, 2007 Debt Redemption After March 1, 2012 [Member] 7.00% Senior Notes, Due August 2020 [Member]	Mar. 01, 2007 Debt Redemption After March 1, 2015 [Member] 7.00% Senior Notes, Due August 2020 [Member] 6.625% Senior Notes, Due March 2017 [Member]	Aug. 02, 2010 Debt Redemption Prior To August 1, 2015 [Member] 7.00% Senior Notes, Due August 2020 [Member]	Aug. 02, 2010 Debt Redemption Before August 1, 2013 [Member] 7.00% Senior Notes, Due August 2020 [Member]	Aug. 02, 2010 Debt Redemption After August 1, 2015 [Member] 7.00% Senior Notes, Due August 2020 [Member]	Dec. 31, 2010 Swap [Member] USD ($)	Oct. 28, 2011 Hundred Million Interest Rate Swap Agreement [Member] USD ($)	Oct. 28, 2011 Seventy Five Million Interest Rate Swap Agreement [Member] USD ($)	Dec. 31, 2010 One Seventy Five Million Interest Rate Swap Agreement [Member] USD ($)	Nov. 30, 2010 One Seventy Five Million Interest Rate Swap Agreement [Member] USD ($)	Jun. 30, 2009 One Seventy Five Million Interest Rate Swap Agreement [Member] USD ($)
Credit facility to provide for a new term loan												€ 115.0	$ 460,000,000					$ 0	$ 120,313,000	$ 162,725,000	€ 125,000,000	$ 0
Credit facility interest rate description	The interest rate will range from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn
Spread range								4.47%			1.75%	1.75%				1.50%	2.25%						1.75%	1.50%	3.06%	2.25%					4.865%
Credit facility interest rate											2.00%	2.00%
Credit facility expiration date											March 2016	March 2016
Loan amortization rate		1.25%
Senior notes						175,000,000	175,000,000	175,000,000																			175,000,000	175,000,000	175,000,000	175,000,000		250,000,000	250,000,000	250,000,000				175,000,000
Long-term debt interest rate																											6.625%	6.625%				7.00%	7.00%
Long -term debt expiry date											March 2016	March 2016
Debt Instrument redemption price after accrued interest																																							100.00%	103.3125%	100.00%	100.00%	107.00%	103.50%
Debt instrument redemption principal amount subject to redemption																																											35.00%
Debt issuance cost																																4,400,000
Net proceeds from issuance of debt																																245,600,000
Amount of interest rate swap agreement							100,000,000	75,000,000	100,000,000																																				75,000,000			75,000,000	100,000,000	175,000,000
Fixed interest rate of swap agreement								6.625%		6.625%																																					6.625%	6.625%	6.625%	7.75%
Fair value of interest rate swap																																														126,000	1,228,000
Deferred gain from both of swap agreements																																					3,700,000
Senior subordinated notes extinguishment amount																																			17,400,000	157,600,000
Loss on extinguishment of debt		831,000	1,206,000	0																																1,200,000	1,200,000
Recognized deferred gains on terminated interest rate swaps																																				3,700,000	3,700,000
Capital lease size of facility under lease agreement in square feet					216,000
Capital lease fixed lease term, in years					30
Capital lease minimum annual rent increase					2.00%
Capital lease imputed interest rate				6.40%	8.20%
Fair value of land and buildings under capital lease					31,900,000
Obligations under capital leases		45,184,000	44,368,000	12,400,000
Unsecured foreign currency credit facilities		32,460,000
Unsecured foreign currency credit facility available company wide		492,460,000
Available credit under credit facilities		122,369,000
Credit facility amount outstanding		365,000,000									360,000,000
Outstanding letters of credit		5,091,000
Debt instruments maturity date																		March 2012		March 2016							March 1, 2017	March 2017				2020	August 2020
Amount paid down under credit facility														$ 20,000,000	$ 5,000,000

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Business Segment Information (Business Segment Information For Continuing Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Oct. 28, 2011	Jul. 29, 2011	Apr. 29, 2011	Jan. 28, 2011	Oct. 29, 2010	Jul. 30, 2010	Apr. 30, 2010	Jan. 29, 2010	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Segment Reporting Information [Line Items]
Sales	$ 502,397	$ 409,512	$ 435,277	$ 370,799	$ 430,450	$ 378,349	$ 382,492	$ 335,310	$ 1,717,985	$ 1,526,601	$ 1,407,459
Segment Earnings									240,030	228,567	184,654
Corporate expense									(48,969)	(40,399)	(31,295)
Other income (expense)									6,853	8	(7,970)
Loss on extinguishment of debt									(831)	(1,206)	0
Interest income									1,615	960	1,634
Interest expense									(40,216)	(33,181)	(28,689)
Income from continuing operations									158,482	154,749	118,334
Avionics & Controls [Member]
Segment Reporting Information [Line Items]
Sales									841,939	790,016	672,828
Segment Earnings									135,187	125,888	99,313
Sensors & Systems [Member]
Segment Reporting Information [Line Items]
Sales									414,609	298,559	321,753
Segment Earnings									22,536	33,894	31,739
Advanced Materials [Member]
Segment Reporting Information [Line Items]
Sales									461,437	438,026	412,878
Segment Earnings									$ 82,307	$ 68,785	$ 53,602

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Retirement Benefits (Schedule Of Plan Assets, Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011	Oct. 29, 2010
Defined Benefit Plan, Fair Value of Plan Assets	$ 300,826	$ 269,889
Cash And Cash Equivalents [Member]
Defined Benefit Plan, Fair Value of Plan Assets	26,979	11,975
Registered Investments Company Funds - U.S. Equity [Member]
Defined Benefit Plan, Fair Value of Plan Assets	47,444	44,705
Commingled Trust Funds - U.S. Equity [Member]
Defined Benefit Plan, Fair Value of Plan Assets	27,936	25,885
U.S. Equity Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	25,729	24,113
Non-U.S. Equity Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	21,444	21,932
Commingled Trust Fund - Non-U.S. Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	34,707	35,545
Registered Investments Company Funds - Fixed Income [Member]
Defined Benefit Plan, Fair Value of Plan Assets	31,790	28,075
Commingled Trust Fund - Fixed Income [Member]
Defined Benefit Plan, Fair Value of Plan Assets	38,070	33,413
Mortgage And Asset-Backed [Member]
Defined Benefit Plan, Fair Value of Plan Assets	317	449
Non-U.S. Foreign Commercial And Government Bonds [Member]
Defined Benefit Plan, Fair Value of Plan Assets	46,410	43,797
Level 1 [Member]
Defined Benefit Plan, Fair Value of Plan Assets	199,796	174,597
Level 1 [Member] | Cash And Cash Equivalents [Member]
Defined Benefit Plan, Fair Value of Plan Assets	26,979	11,975
Level 1 [Member] | Registered Investments Company Funds - U.S. Equity [Member]
Defined Benefit Plan, Fair Value of Plan Assets	47,444	44,705
Level 1 [Member] | Commingled Trust Funds - U.S. Equity [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 1 [Member] | U.S. Equity Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	25,729	24,113
Level 1 [Member] | Non-U.S. Equity Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	21,444	21,932
Level 1 [Member] | Commingled Trust Fund - Non-U.S. Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 1 [Member] | Registered Investments Company Funds - Fixed Income [Member]
Defined Benefit Plan, Fair Value of Plan Assets	31,790	28,075
Level 1 [Member] | Commingled Trust Fund - Fixed Income [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 1 [Member] | Mortgage And Asset-Backed [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 1 [Member] | Non-U.S. Foreign Commercial And Government Bonds [Member]
Defined Benefit Plan, Fair Value of Plan Assets	46,410	43,797
Level 2 [Member]
Defined Benefit Plan, Fair Value of Plan Assets	101,030	95,292
Level 2 [Member] | Cash And Cash Equivalents [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 2 [Member] | Registered Investments Company Funds - U.S. Equity [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 2 [Member] | Commingled Trust Funds - U.S. Equity [Member]
Defined Benefit Plan, Fair Value of Plan Assets	27,936	25,885
Level 2 [Member] | U.S. Equity Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 2 [Member] | Non-U.S. Equity Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 2 [Member] | Commingled Trust Fund - Non-U.S. Securities [Member]
Defined Benefit Plan, Fair Value of Plan Assets	34,707	35,545
Level 2 [Member] | Registered Investments Company Funds - Fixed Income [Member]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Level 2 [Member] | Commingled Trust Fund - Fixed Income [Member]
Defined Benefit Plan, Fair Value of Plan Assets	38,070	33,413
Level 2 [Member] | Mortgage And Asset-Backed [Member]
Defined Benefit Plan, Fair Value of Plan Assets	317	449
Level 2 [Member] | Non-U.S. Foreign Commercial And Government Bonds [Member]
Defined Benefit Plan, Fair Value of Plan Assets	$ 0	$ 0

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Commitments And Contingencies (Narrative) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Commitments And Contingencies [Abstract]
Rental expense for operating leases for engineering, selling, administrative and manufacturing	$ 14,208,000	$ 14,498,000	$ 16,166,000
Settlement charges including legal costs	$ 1,900,000
Number of U.S.-based employees represented by labor unions	543
Percentage of U.S.-based employees represented by labor unions	12.00%

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Acquisitions (Allocation Of Estimated Fair Value Of Assets Acquired And Liabilities Assumed) (Details) (USD $) In Thousands, unless otherwise specified		0 Months Ended			0 Months Ended
	Jul. 26, 2011 Souriau Group [Member]	Jul. 26, 2011 Souriau Group [Member] Tradenames [Member]	Jul. 26, 2011 Souriau Group [Member] Programs [Member]	Dec. 30, 2010 Eclipse Electronic Systems, Inc [Member]	Dec. 30, 2010 Eclipse Electronic Systems, Inc [Member] Technology [Member]
Business Acquisition [Line Items]
Current assets	$ 228,694			$ 31,826
Property, plant and equipment	91,843			2,154
Intangible assets subject to amortization		46,075	233,903		53,200
Goodwill	355,735			67,613
Other assets	553
Total assets acquired	956,803			154,793
Current liabilities assumed	111,932			35,974
Long-term liabilities assumed	109,797			8,350
Noncontrolling interest	8,369
Net assets acquired	$ 726,705			$ 110,469
Weighted average useful life in years		10	15		10

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Employee Stock Plans (Summary Of Changes In Outstanding Options Granted) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Employee Stock Plans [Abstract]
Outstanding, beginning of year, Shares Subject to Option	1,838,950	1,960,775	1,665,925
Outstanding, beginning of year, Weighted Average Exercise Price	$ 39.31	$ 35.54	$ 36.75
Granted, Shares Subject to Option	331,300	359,800	429,400
Granted, Weighted Average Exercise Price	$ 67.03	$ 41.83	$ 31.69
Exercised, Shares Subject to Option	(295,175)	(455,700)	(25,100)
Exercised, Weighted Average Exercise Price	$ 37.03	$ 24.96	$ 13.61
Cancelled, Shares Subject to Option	(40,175)	(25,925)	(109,450)
Cancelled, Weighted Average Exercise Price	$ 41.69	$ 41.37	$ 43.90
Outstanding, end of year, Shares Subject to Option	1,834,900	1,838,950	1,960,775
Outstanding, end of year, Weighted Average Exercise Price	$ 44.63	$ 39.31	$ 35.54
Exercisable, end of year, Shares Subject to Option	994,950	956,350	1,121,725
Exercisable, end of year, Weighted Average Exercise Price	$ 39.85	$ 38.73	$ 32.76

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Acquisitions (Pro Forma Financial Information) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Oct. 28, 2011		Jul. 29, 2011		Apr. 29, 2011		Jan. 28, 2011		Oct. 29, 2010		Jul. 30, 2010		Apr. 30, 2010		Jan. 29, 2010		Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Acquisitions [Abstract]
Pro forma net sales																	$ 1,972,079	$ 1,813,975
Pro forma net income																	$ 159,353	$ 147,599
Basic earnings per share as reported	$ 0.64		$ 1.23		$ 1.51		$ 0.99		$ 1.98		$ 1.33		$ 0.99		$ 0.43		$ 4.36	$ 4.73	$ 4.03
Pro forma basic earnings per share																	$ 5.22	$ 4.92
Diluted earnings per share as reported	$ 0.62	[1]	$ 1.21	[1]	$ 1.47	[1]	$ 0.97	[1]	$ 1.94	[1]	$ 1.30	[1]	$ 0.98	[1]	$ 0.42	[1]	$ 4.27	$ 4.66	$ 4.00
Pro forma diluted earnings per share																	$ 5.12	$ 4.84

[1] The sum of the 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.

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Commitments And Contingencies (Schedule Of Rental Commitments For Noncancelable Operating Leases) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011
Commitments And Contingencies [Abstract]
2012	$ 15,084
2013	12,074
2014	9,998
2015	7,084
2016	5,494
2017 and thereafter	15,351
Total rental commitments for noncancelable operating leases	$ 65,085

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Income Taxes (Schedule Of Reconciliation Of Unrecognized Tax Benefits) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011
Income Taxes [Abstract]
Unrecognized tax benefits as of October 29, 2010	$ 15,248
Gross increases due to prior-period adjustments	392
Gross (decrease) due to prior-period adjustments	0
Gross increases due to current-period adjustment	1,610
Gross (decrease) due to current-period adjustment	0
Gross (decrease) due to settlements with taxing authorities	(6,095)
Gross (decrease) due to a lapse with taxing authorities	(247)
Total change in unrecognized gross benefit	(4,340)
Unrecognized tax benefits as of October 28, 2011	10,908
Unrecognized tax benefits that, if recognized, would impact the effective tax rate	10,908
Statement of operations:
Total amount of interest income (expense) included in income tax expense	(576)
Recognized in the statement of financial position:
Total amount of accrued interest included in income taxes payable	$ 1,437

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Quarterly Financial Data

12 Months Ended

Oct. 28, 2011

Quarterly Financial Data [Abstract]

Quarterly Financial Data

NOTE 18: Quarterly Financial Data (Unaudited)

The following is a summary of unaudited quarterly financial information:

In Thousands, Except Per Share Amounts

		0000000000			0000000000			0000000000			0000000000
Fiscal Year 2011	Fourth			Third			Second			First
Net sales	$	502,397		$	409,512		$	435,277		$	370,799
Gross margin		153,112			143,539			160,947			132,122
Income from continuing operations	$	19,412	1,2,3,4	$	37,741	5	$	45,951	6	$	29,983
Income from discontinued operations	$	28		$	(46	)	$	(37	)	$	8
Net earnings	$	19,440		$	37,695		$	45,914		$	29,991
Earnings per share – basic
Continuing operations	$	.64		$	1.23		$	1.51		$	.99
Discontinued operations	$	.00		$	.00		$	.00		$	.00
Earnings per share – basic	$	.64		$	1.23		$	1.51		$	.99
Earnings per share – diluted
Continuing operations	$	.62		$	1.21		$	1.47		$	.97
Discontinued operations	$	.00		$	.00		$	.00		$	.00
Earnings per share – diluted 9	$	.62		$	1.21		$	1.47		$	.97

Fiscal Year 2010	Fourth			Third			Second		First
Net sales	$	430,450		$	378,349		$	382,492	$	335,310
Gross margin		157,949			128,955			126,636		102,671
Income from continuing operations	$	49,291	7,8	$	39,253	8	$	29,110	$	12,385
Income from discontinued operations	$	10,398		$	605		$	538	$	340
Net earnings	$	59,689		$	39,858		$	29,648	$	12,725
Earnings per share – basic
Continuing operations	$	1.63		$	1.31		$	.97	$	.42
Discontinued operations	$	.35		$	.02		$	.02	$	.01
Earnings per share – basic	$	1.98		$	1.33		$	.99	$	.43
Earnings per share – diluted
Continuing operations	$	1.60		$	1.28		$	.96	$	.41
Discontinued operations	$	.34		$	.02		$	.02	$	.01
Earnings per share – diluted 9	$	1.94		$	1.30		$	.98	$	.42

¹  Included a $2.0 million gain on sale of an engineered materials facility, net of tax.

²  Included $16.4 million in acquisition-related accounting charges, net of tax. The operating loss at Souriau accounted for $14.3 million, net of tax, and was principally due to the adjustment of inventory to fair value. Approximately $1.3 million, net of tax, was due to the adjustment of Eclipse inventory to fair value. Approximately $0.9 million, net of tax, was due to Souriau acquisition-related expenses.

³  Included a $2.6 million charge for contract assertions, net of tax. Approximately $1.3 million, net of tax, was due to a charge at control systems for engineering costs not probable of recovery from the customer. Approximately $1.0 million, net of tax, was principally due to the write off of accounts receivable related to a manufacturing license at defense technologies. Approximately $0.4 million, net of tax, was due to a late delivery penalty at engineered materials.

⁴  Included $1.2 million in working capital charges, net of tax. Approximately $0.7 million, net of tax, was due to an inventory and trade accounts receivable write off at advanced sensors. Approximately $0.5 million, net of tax, was due to an inventory write off at defense technologies.

⁵  Included $5.2 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. This release resulted from the expiration of a statute of limitations.

⁶  Included $3.1 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

⁷  Included $2.5 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

⁸  Included $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. Of the $7.6 million, $6.4 million was included in third quarter 2010 and $1.2 million was included in fourth quarter 2010, respectively. This release resulted from the expiration of a statute of limitations.

⁹  The sum of the 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.

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Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Amortized Intangible Assets, Gross Carrying Amount	$ 839,856,000	$ 494,029,000
Accumulated Amortization	194,732,000	152,864,000
Indefinite-lived Intangible Assets, Gross Carrying Amount	48,791,000	47,852,000
Indefinite impairment charge			3,000,000
Amortization of intangible assets	40,539,000	30,705,000	30,613,000
Programs [Member]
Amortized Intangible Assets, Weighted Average Years Useful Life	15
Amortized Intangible Assets, Gross Carrying Amount	728,433,000	442,104,000
Accumulated Amortization	157,383,000	120,220,000
Core Technology [Member]
Amortized Intangible Assets, Weighted Average Years Useful Life	16
Amortized Intangible Assets, Gross Carrying Amount	9,589,000	9,589,000
Accumulated Amortization	5,514,000	4,916,000
Patents And Other [Member]
Amortized Intangible Assets, Weighted Average Years Useful Life	12
Amortized Intangible Assets, Gross Carrying Amount	101,834,000	42,336,000
Accumulated Amortization	$ 31,835,000	$ 27,728,000
Tradenames [Member]
Amortized Intangible Assets, Weighted Average Years Useful Life	5

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Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Oct. 28, 2011

Accumulated Other Comprehensive Income (Loss) [Abstract]

Schedule Of Accumulated Other Comprehensive Income (Loss)

	000000000000		000000000000			000000000000
In Thousands		2011			2010
Unrealized gain on derivative contracts		$	5,738		$	13,954
Tax effect			(1,716	)		(3,998	)
			4,022			9,956
Pension and post-retirement obligations			(114,773	)		(99,727	)
Tax effect			39,302			34,242
			(75,471	)		(65,485	)
Currency translation adjustment			68,637			58,764
Accumulated other comprehensive income (loss)		$	(2,812	)	$	3,235

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Debt (Schedule Of Maturities Of Long-Term Debt And Future Non-Cancelable Minimum Lease Payments Under Capital Lease Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011
Debt [Member]
2012	$ 11,496
2013	9,006
2014	8,881
2015	8,844
2016	487,349
2017 and thereafter	460,863
Total minimum lease payments under capital lease obligations	986,439
Capital Leases [Member]
2012	4,025
2013	4,447
2014	4,326
2015	4,387
2016	4,273
2017 and thereafter	96,566
Total minimum lease payments under capital lease obligations	118,024
Less: amount representing interest	72,840
Total principal payments	$ 45,184

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Guarantors (Schedule Of Condensed Consolidating Statement Of Cash Flows) (Details) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011 USD ($)	Oct. 29, 2010 USD ($)	Oct. 30, 2009 USD ($)	Oct. 28, 2011 Parent [Member] USD ($)	Oct. 29, 2010 Parent [Member] USD ($)	Oct. 30, 2009 Parent [Member] USD ($)	Oct. 28, 2011 Guarantor Subsidiaries [Member] USD ($)	Oct. 29, 2010 Guarantor Subsidiaries [Member] USD ($)	Oct. 30, 2009 Guarantor Subsidiaries [Member] USD ($)	Oct. 28, 2011 Non-Guarantor Subsidiaries [Member] USD ($)	Oct. 29, 2010 Non-Guarantor Subsidiaries [Member] USD ($)	Oct. 30, 2009 Non-Guarantor Subsidiaries [Member] USD ($)	Oct. 28, 2011 Eliminations [Member] USD ($)	Oct. 29, 2010 Eliminations [Member] USD ($)	Oct. 30, 2009 Eliminations [Member] USD ($)
Guarantor Obligations [Line Items]
Net earnings (loss) including noncontrolling interests	$ 133,497	$ 142,126	$ 120,015	$ 133,497	$ 141,920	$ 119,798	$ 135,418	$ 116,387	$ 108,382	$ 41,614	$ 67,479	$ 46,912	$ (177,032)	$ (183,660)	$ (155,077)
Depreciation & amortization	84,658	72,117	71,511	0	0	0	35,616	32,390	30,667	49,042	39,727	40,844	0	0	0
Deferred income tax	(12,345)	(9,997)	(11,468)	11,438	994	(7,128)	707	27	(1,536)	(24,490)	(11,018)	(2,804)	0	0	0
Share-based compensation	7,963	7,134	7,349	0	0	0	3,617	3,306	3,728	4,346	3,828	3,621	0	0	0
Gain on sale of discontinued operations	0	(14,625)	(26,481)		(14,625)	0		0	(26,481)		0	0		0	0
Gain on sale of capital assets	(3,684)	0	0	0			(3,605)			(79)			0
Accounts receivable	23,811	(39,164)	54,546	116	(274)	205	1,768	(13,793)	10,487	21,927	(25,097)	43,854	0	0	0
Inventories	15	10,734	6,054	0	0	0	(8,452)	1,483	10,273	8,467	9,251	(4,219)	0	0	0
Prepaid expenses	667	1,114	(3,890)	(10)	(49)	26	722	(854)	(273)	(45)	2,017	(3,643)	0	0	0
Other current assets	(2,575)	2,285	(15,428)	(140)	0	0	(300)	(1)	0	(2,135)	2,286	(15,428)	0	0	0
Accounts payable	(2,942)	856	(18,787)	(132)	366	68	(2,219)	6,043	(7,854)	(591)	(5,553)	(11,001)	0	0	0
Accrued liabilities	(10,509)	21,303	(11,933)	362	5,637	(2,642)	(6,253)	12,968	(7,726)	(4,618)	2,698	(1,565)	0	0	0
Federal & foreign income taxes	(816)	(6,607)	737	11,949	(777)	(8,969)	(6,050)	(19,136)	9,448	(6,715)	13,306	258	0	0	0
Other liabilities	(22,983)	(7,571)	(7,663)	(16,200)	6,138	2,928	(3,996)	(6,550)	(12,038)	(2,787)	(7,159)	1,447	0	0	0
Other, net	(2,328)	96	(7,893)	8,164	(8,173)	1	(19,245)	10,872	2,102	8,753	(2,603)	(9,996)	0	0	0
Net Cash Provided (Used) by Operating Activities	192,429	179,801	156,669	149,044	131,157	104,287	127,728	143,142	119,179	92,689	89,162	88,280	(177,032)	(183,660)	(155,077)
Purchases of capital assets	(49,507)	(45,540)	(59,184)	(328)	(182)	(213)	(22,724)	(18,920)	(36,459)	(26,455)	(26,438)	(22,512)	0	0	0
Escrow deposit	(14,033)	0	0	(14,033)			0			0			0
Proceeds from sale of discontinued operations, net of cash	0	24,994	62,944		24,994	0		0	62,944		0	0		0	0
Proceeds from sale of capital assets	9,453	595	1,089	0	0	0	6,541	488	705	2,912	107	384	0	0	0
Acquisitions of businesses, net of cash acquired	(814,934)	(768)	(255,206)	0	0	0	(106,059)	(360)	(89,812)	(708,875)	(408)	(165,394)	0	0	0
Net cash provided by (used in) investing activities	(869,021)	(20,719)	(250,357)	(14,361)	24,812	(213)	(122,242)	(18,792)	(62,622)	(732,418)	(26,739)	(187,522)	0	0	0
Proceeds provided by stock issuance under employee stock plans	13,253	13,654	3,137	13,253	13,654	3,137	0	0	0	0	0	0	0	0	0
Excess tax benefits from stock option exercises	1,830	3,488	119	1,830	3,488	119	0	0	0	0	0	0	0	0	0
Proceeds from long-term credit facilities	400,014	(4,015)	99	395,000	0	0	0	0	0	5,014	(4,015)	99	0	0	0
Repayment of long-term debt and credit facilities	(164,916)	(183,082)	(34,444)	(155,313)	(182,029)	(33,019)	(321)	(385)	(740)	(9,282)	(668)	(685)	0	0	0
Proceeds from issuance of long-term debt	176,875	250,000	125,000	0	250,000	125,000	0	0	0	176,875	0	0	0	0	0
Proceeds from government assistance	15,000	9,168	11,145	0	0	0	0	0	0	15,000	9,168	11,145	0	0	0
Dividends paid to noncontrolling interests	(238)	(234)	(283)	0	0	0	0	0	0	(238)	(234)	(283)	0	0	0
Debt and other issuance costs	(5,398)	(4,719)	(1,258)	(3,640)	(4,719)	(1,258)	0	0	0	(1,758)	0	0	0	0	0
Net change in intercompany financing	0	0	0	(541,098)	(79,220)	(231,030)	5,972	(126,284)	(72,854)	358,094	21,844	148,807	177,032	183,660	155,077
Net Cash Provided (Used) by Financing Activities	436,420	84,260	103,515	(289,968)	1,174	(137,051)	5,651	(126,669)	(73,594)	543,705	26,095	159,083	177,032	183,660	155,077
Effect of Foreign Exchange Rates on Cash and Cash Equivalents	3,087	1,984	6,322	72	0	0	(4)	15	(255)	3,019	1,969	6,577	0	0	0
Net Increase (Decrease) in Cash	(237,085)	245,326	16,149	(155,213)	157,143	(32,977)	11,133	(2,304)	(17,292)	(93,005)	90,487	66,418	0	0	0
Cash and Cash Equivalents - Beginning of Year	422,120	176,794	160,645	205,050	47,907	80,884	2,317	4,621	21,913	214,753	124,266	57,848	0	0	0
Cash and Cash Equivalents - End of Year	$ 185,035	$ 422,120	$ 176,794	$ 49,837	$ 205,050	$ 47,907	$ 13,450	$ 2,317	$ 4,621	$ 121,748	$ 214,753	$ 124,266	$ 0	$ 0	$ 0

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Income Taxes (Tables)

12 Months Ended

Oct. 28, 2011

Income Taxes [Abstract]

Schedule Of Income Tax Expense From Continuing Operations

In Thousands	2011			2010			2009
Current
U.S. Federal	$	14,817		$	16,787		$	11,653
State		2,994			2,781			1,043
Foreign		19,472			14,933			11,321
		37,283			34,501			24,017
Deferred
U.S. Federal		8,332			1,188			(5,514	)
State		205			(480	)		20
Foreign		(20,882	)		(10,705	)		(5,974	)
		(12,345	)		(9,997	)		(11,468	)
Income tax expense	$	24,938		$	24,504		$	12,549

Schedule Of U.S. And Foreign Components Of Income From Continuing Operations Before Income Taxes

In Thousands	2011		2010		2009
U.S.	$	110,798	$	71,980	$	75,287
Foreign		47,684		82,769		43,047
Income from continuing operations, before income taxes	$	158,482	$	154,749	$	118,334

Schedule Of Components Of Deferred Tax Assets (Liabilities) Resulted From Temporary Tax Differences

In Thousands	2011			2010
Reserves and liabilities	$	45,526		$	37,395
NOL carryforwards (net of valuation allowances of $0.3 million and $5.4 million at fiscal year end 2011 and 2010, respectively)		247			1,302
Tax credit carryforwards (net of valuation allowance of $1.4 million and $1.6 million at fiscal year end 2011 and 2010, respectively)		26,237			27,931
Employee benefits		13,500			12,176
Retirement benefits		19,629			29,959
Non-qualified stock options		10,977			9,943
Other		3,560			2,039
Total deferred tax assets		119,676			120,745
Depreciation and amortization		(22,382	)		(12,173	)
Intangibles and amortization		(207,619	)		(106,507	)
Deferred costs		(6,216	)		(8,408	)
Hedging activities		(1,007	)		(2,171	)
Other		(2,843	)		(561	)
Total deferred tax liabilities		(240,067	)		(129,820	)
Net deferred tax liabilities	$	(120,391	)	$	(9,075	)

Schedule Of A Reconciliation Of U.S. Federal Statutory Income Tax Rate To The Effective Income Tax Rate

	2011			2010			2009
U.S. statutory income tax rate		35.0	%		35.0	%		35.0	%
State income taxes		1.4			1.2			0.6
Foreign taxes		(10.8	)		(10.3	)		(16.0	)
Domestic manufacturing deduction		(1.3	)		(0.7	)		(1.2	)
Research & development credits		(5.5	)		(3.3	)		(6.1	)
Net change in tax reserves		(2.4	)		(4.3	)		1.0
Suspended losses		0.0			0.0			(5.6	)
U.S. tax on foreign income		0.0			0.0			6.6
U.S. foreign tax credits		0.0			0.0			(6.7	)
Valuation allowance		(3.0	)		(1.6	)		2.3
Change in foreign tax rates		(2.2	)		(1.1	)		0.0
Acquisition and organizational restructuring		3.0			0.0			0.0
Other, net		1.5			0.9			0.7
Effective income tax rate		15.7	%		15.8	%		10.6	%

Schedule Of Reconciliation Of Unrecognized Tax Benefits

In Thousands	Total
Unrecognized tax benefits as of October 29, 2010	$	15,248
Unrecognized gross benefit change:
Gross increases due to prior-period adjustments		392
Gross (decrease) due to prior-period adjustments		0
Gross increases due to current-period adjustment		1,610
Gross (decrease) due to current-period adjustment		0
Gross (decrease) due to settlements with taxing authorities		(6,095	)
Gross (decrease) due to a lapse with taxing authorities		(247	)
Total change in unrecognized gross benefit	$	(4,340	)
Unrecognized tax benefits as of October 28, 2011	$	10,908
Unrecognized tax benefits that, if recognized, would impact the effective tax rate	$	10,908
Statement of operations:
Total amount of interest income (expense) included in income tax expense	$	(576	)
Recognized in the statement of financial position:
Total amount of accrued interest included in income taxes payable	$	1,437

Schedule Of Income Tax Examinations By Tax Authorities In Major Tax Jurisdictions

	Years No Longer
Tax Jurisdiction	Subject to Audit
U.S. Federal	2005 and prior
Canada	2004 and prior
France	2007 and prior
Germany	2009 and prior
United Kingdom	2008 and prior

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Accrued Liabilities (Schedule Of Accrued Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Accrued Liabilities [Abstract]
Payroll and other compensation	$ 123,454	$ 81,530
Commissions	5,675	4,873
Casualty and medical	13,435	14,605
Interest	6,599	6,370
Warranties	19,298	17,159	14,685
State and other tax accruals	5,383	4,785
Customer deposits	25,143	21,378
Deferred revenue	22,602	17,435
Contract reserves	13,050	13,218
Forward foreign exchange contracts	614	2,112
Unclaimed property non-U.S.	11,861	11,530
Environmental reserves	4,426	2,713
Asset retirement obligations	308	1,645
Rent and future lease obligations	1,308	1,687
Other	17,266	14,054
Total accrued liabilities	$ 270,422	$ 215,094

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Income Taxes (Schedule Of Income Tax Expense From Continuing Operations) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Current
U.S. Federal	$ 14,817	$ 16,787	$ 11,653
State	2,994	2,781	1,043
Foreign	19,472	14,933	11,321
Current income tax expense	37,283	34,501	24,017
Deferred
U.S. Federal	8,332	1,188	(5,514)
State	205	(480)	20
Foreign	(20,882)	(10,705)	(5,974)
Deferred income taxes	(12,345)	(9,997)	(11,468)
Income tax expense	$ 24,938	$ 24,504	$ 12,549

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Retirement Benefits (Schedule Of Estimated Benefit Payments) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011
Retirement Benefits [Abstract]
Fiscal Year, 2012	$ 24,047
Fiscal Year, 2013	24,416
Fiscal Year, 2014	25,519
Fiscal Year, 2015	26,516
Fiscal Year, 2016	27,529
Fiscal Year, 2017 - 2021	$ 167,627

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Discontinued Operations (Details)	0 Months Ended			3 Months Ended		12 Months Ended
	Sep. 08, 2010 USD ($)	Nov. 03, 2008 USD ($)	Nov. 03, 2008 GBP (£)	Apr. 29, 2011 USD ($)	Oct. 29, 2010 USD ($)	Oct. 28, 2011 USD ($)	Oct. 29, 2010 USD ($)	Oct. 30, 2009 USD ($)
Discontinued Operations [Abstract]
Proceeds from sale of discontinued operations, net of cash	$ 25,000,000	$ 63,400,000	£ 40,000,000			$ 0	$ 24,994,000	$ 62,944,000
After tax gain from sale of discontinued operations	10,400,000	12,600,000				0	(14,625,000)	(26,481,000)
Sales						0	16,509,000	17,979,000
Income (loss) before taxes						(75,000)	16,960,000	29,071,000
Tax expense (benefit)						(28,000)	5,079,000	14,841,000
Income (loss) from discontinued operations						(47,000)	11,881,000	14,230,000
Reclassification of tax benefits from discontinued operations								3,392,000
Tax expense to establish valuation allowance				$ 3,100,000	$ 2,500,000			$ 1,026,000

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Discontinued Operations

12 Months Ended

Oct. 28, 2011

Discontinued Operations [Abstract]

Discontinued Operations

NOTE 2:  Discontinued Operations

On September 8, 2010, the Company sold Pressure Systems, Inc., which was included in the Sensors & Systems segment, for approximately $25.0 million, resulting in an after tax gain of $10.4 million. As a result, the consolidated income statement presents Pressure Systems, Inc. as discontinued operations.

On November 3, 2008, the Company sold U.K.-based Muirhead Aerospace Limited and Traxsys Input Products Limited, which were included in the Sensors & Systems segment, for approximately £40.0 million or $63.4 million, resulting in an after-tax gain of $12.6 million. As a result, the consolidated income statement presents Muirhead Aerospace Limited and Traxsys Input Products Limited as discontinued operations.

The operating results of the discontinued operations for fiscal year 2011, 2010 and 2009 consisted of the following:

In Thousands	2011			2010		2009
Sales	$	0		$	16,509	$	17,979
Income (loss) before taxes		(75	)		16,960		29,071
Tax expense (benefit)		(28	)		5,079		14,841
Income (loss) from discontinued operations	$	(47	)	$	11,881	$	14,230

In fiscal 2009, the Company recorded an adjustment that resulted in a reclassification of $3,392,000 of tax benefits from discontinued operations to continued operations offset by a $1,026,000 tax expense to establish a valuation allowance for U.S. foreign tax credits that are not expected to result in a current or future reduction in U.S. income taxes.

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Fair Value Measurements (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 28, 2011 Level 2 [Member]	Oct. 29, 2010 Level 2 [Member]	Oct. 28, 2011 Level 3 [Member]	Oct. 29, 2010 Level 3 [Member]	Oct. 28, 2011 Designated As Hedging Instruments [Member] Level 2 [Member]	Oct. 29, 2010 Designated As Hedging Instruments [Member] Level 2 [Member]	Oct. 28, 2011 Not Designated As Hedging Instruments [Member] Level 2 [Member]	Oct. 29, 2010 Not Designated As Hedging Instruments [Member] Level 2 [Member]
Derivative assets contracts designated as hedging instruments						$ 7,553,000	$ 11,552,000
Derivative contracts not designated as hedging instruments								2,214,000	1,256,000
Embedded assets derivatives		38,000	23,000
Derivative liabilities contracts designated as hedging instruments						1,632,000	950,000
Derivative contracts not designated as hedging instruments								1,070,000	782,000
Embedded liabilities derivatives		895,000	1,815,000
Contingent purchase obligation				13,350,000	0
Additional consideration in connection with acquisition	$ 14,000,000

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Business Segment Information (Tables)

12 Months Ended

Oct. 28, 2011

Business Segment Information [Abstract]

Business Segment Information For Continuing Operations

		000000000000			000000000000			000000000000
In Thousands	2011			2010			2009
Sales
Avionics & Controls	$	841,939		$	790,016		$	672,828
Sensors & Systems		414,609			298,559			321,753
Advanced Materials		461,437			438,026			412,878
	$	1,717,985		$	1,526,601		$	1,407,459
Income From Continuing Operations
Avionics & Controls	$	135,187		$	125,888		$	99,313
Sensors & Systems		22,536			33,894			31,739
Advanced Materials		82,307			68,785			53,602
Segment Earnings		240,030			228,567			184,654
Corporate expense		(48,969	)		(40,399	)		(31,295	)
Other income (expense)		6,853			8			(7,970	)
Loss on extinguishment of debt		(831	)		(1,206	)		0
Interest income		1,615			960			1,634
Interest expense		(40,216	)		(33,181	)		(28,689	)
	$	158,482		$	154,749		$	118,334

Reconciliation Of Assets From Segment To Consolidated

		000000000000		000000000000		000000000000
In Thousands	2011		2010		2009
Identifiable Assets
Avionics & Controls		$    1,333,735		$    1,253,605		$    1,168,102
Sensors & Systems		1,349,776		432,099		447,325
Advanced Materials		563,662		607,040		573,284
Corporate1		131,413		294,994		125,536
		$    3,378,586		$    2,587,738		$    2,314,247
Capital Expenditures 2
Avionics & Controls 2		$         22,369		$         11,892		$         30,698
Sensors & Systems		10,469		8,021		8,207
Advanced Materials		16,341		25,309		19,512
Discontinued Operations		0		123		490
Corporate		328		195		277
		$         49,507		$         45,540		$         59,184
Depreciation and Amortization
Avionics & Controls		$         38,391		$         32,841		$         28,521
Sensors & Systems		20,523		13,264		15,154
Advanced Materials		23,439		22,914		24,830
Discontinued Operations		0		583		638
Corporate		2,305		2,515		2,368
		$         84,658		$         72,117		$         71,511

¹  Primarily cash and deferred tax assets (see Note 10).

²  Excludes capital expenditures accounted for as a capitalized lease obligation of $8,139 and $28,202 in fiscal 2010 and 2009, respectively.

Schedule Of Revenue From External Customers Attributed To Foreign Countries By Geographic Area

		000000000000			000000000000			000000000000
In Thousands	2011			2010			2009
Sales
Domestic
Unaffiliated customers – U.S.		$      747,021			$      666,645			$      618,614
Unaffiliated customers – export		171,416			147,008			155,617
Intercompany		32,197			25,491			17,185
		950,634			839,144			791,416
Canada
Unaffiliated customers		317,924			287,365			218,177
Intercompany		5,318			4,490			4,089
		323,242			291,855			222,266
France
Unaffiliated customers		160,993			98,641			155,494
Intercompany		17,724			12,104			20,098
		178,717			110,745			175,592
United Kingdom
Unaffiliated customers		228,383			255,313			230,164
Intercompany		23,563			12,232			12,648
		251,946			267,545			242,812
All Other Foreign
Unaffiliated customers		92,248			71,629			29,393
Intercompany		29,640			14,533			2,626
		121,888			86,162			32,019
Eliminations		(108,442	)		(68,850	)		(56,646	)
		$    1,717,985			$    1,526,601			$    1,407,459

Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas

		000000000000			000000000000		000000000000
In Thousands	2011			2010		2009
Segment Earnings1
Domestic	$	178,145		$	132,966	$	118,349
Canada		38,027			35,583		18,279
France		(7,615	)		16,096		15,268
United Kingdom		24,305			39,250		28,435
All other foreign		7,168			4,672		4,323
	$	240,030		$	228,567	$	184,654
Identifiable Assets2
Domestic	$	947,896		$	756,043	$	760,480
Canada		583,042			638,199		565,434
France		1,050,999			214,669		211,152
United Kingdom		582,436			614,523		586,795
All other foreign		82,800			69,310		64,850
	$	3,247,173		$	2,292,744	$	2,188,711

¹  Before corporate expense, shown on page 70.

²  Excludes corporate, shown on page 71.

Schedule Of Product Lines Contributing Sales Of Ten Percent Or More

		00000000			00000000			00000000
	2011			2010			2009
Sensors		8	%		8	%		10%
Avionics		16	%		17	%		14%

XML

Discontinued Operations (Tables)

12 Months Ended

Oct. 28, 2011

Discontinued Operations [Abstract]

Schedule Of Operating Results Of The Discontinued Operations

In Thousands	2011			2010		2009
Sales	$	0		$	16,509	$	17,979
Income (loss) before taxes		(75	)		16,960		29,071
Tax expense (benefit)		(28	)		5,079		14,841
Income (loss) from discontinued operations	$	(47	)	$	11,881	$	14,230

XML

Accounting Policies (Policy)

12 Months Ended

Oct. 28, 2011

Accounting Policies [Abstract]

Nature Of Operations

Nature of Operations

Esterline Technologies Corporation (the Company) designs, manufactures and markets highly engineered products. The Company serves the aerospace and defense industry, primarily in the United States and Europe. The Company also serves the industrial/commercial and medical markets.

Principles Of Consolidation And Basis Of Presentation

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

Management Estimates

To prepare financial statements in conformity with U.S. generally accepted accounting principles, 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.

Concentration Of Risks

Concentration of Risks

The Company's products are principally focused on the aerospace and defense industry, which includes military and commercial aircraft original equipment manufacturers and their suppliers, commercial airlines, and the United States and foreign governments. Sales to the U.S. government aggregated 10% of sales in fiscal 2011 and 2010. Accordingly, the Company's current and future financial performance is dependent on the economic condition of the aerospace and defense industry. The commercial aerospace market has historically been subject to cyclical downturns during periods of weak economic conditions or material changes arising from domestic or international events. Management believes that the Company's sales are fairly well balanced across its customer base, which includes not only aerospace and defense customers but also medical and industrial commercial customers. However, material changes in the economic conditions of the aerospace industry could have a material effect on the Company's results of operations, financial position or cash flows.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when the title and risk of loss have passed to the customer, there is persuasive evidence of an agreement, delivery has occurred or services have been rendered, the price is determinable, and the collectibility is reasonably assured. The Company recognizes product revenues at the point of shipment or delivery in accordance with the terms of sale. Sales are net of returns and allowances. Returns and allowances are not significant because products are manufactured to customer specification and are covered by the terms of the product warranty.

Revenues and profits on fixed-price contracts with significant engineering as well as production requirements are recorded based on the achievement of contractual milestones and the ratio of total actual incurred costs to date to total estimated costs for each contract (cost-to-cost method). Types of milestones include design review and prototype completion. The Company reviews cost performance and estimates to complete on its ongoing contracts at least quarterly. The impact of revisions of profit estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period they become evident. When change orders have been approved by both the company and the customer for both scope and price and realization is deemed probable, the original contract price is adjusted and revenues are recognized on contract performance (as determined by the achievement of contractual milestones and the cost-to-cost method). For partially approved change orders, costs attributable to unpriced change orders are treated as costs of the contract performance in the period the costs are incurred. Claims are also recognized as contract revenue when approved by both the company and the customer, based on contract performance.

Research And Development

Research and Development

Expenditures for internally-funded research and development are expensed as incurred. Customer-funded research and development projects performed under contracts are accounted for as work in process as work is performed and recognized as cost of sales and sales under the proportional performance method. Research and development expenditures are net of government assistance and tax subsidies, which are not contingent upon paying income tax. In addition, government assistance for research and development is recorded as a reduction of research and development expense when repayment royalties are contingent upon sales generated directly from the funded research and development. If reimbursement is not tied directly to sales generated from the funded research and development, the assistance is accounted for as a loan until the criteria for forgiveness has been met.

Financial Instruments

Financial Instruments

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, long-term debt, foreign currency forward contracts, and interest rate swap agreements. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement dates of these instruments. The fair market value of the Company's long-term debt and short-term borrowings was estimated at $1.0 billion and $640.5 million at fiscal year end 2011 and 2010, respectively. These estimates were derived using discounted cash flows with interest rates currently available to the Company for issuance of debt with similar terms and remaining maturities.

Foreign Currency Exchange Risk Management

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. Furthermore, the Company has assets denominated in foreign currencies that are not offset by liabilities in such foreign currencies. The Company has significant operations in Canada, France, Germany and the United Kingdom and, accordingly, we may experience gains or losses due to foreign exchange fluctuations.

The Company's policy is to hedge a portion of its forecasted transactions using forward exchange contracts, with maturities up to 23 months. 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 other comprehensive income 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 amount of hedge ineffectiveness has not been material in any of the three fiscal years in the period ended October 28, 2011. At October 28, 2011, and October 29, 2010, the notional value of foreign currency forward contracts accounted for as a cash flow hedge was $288.9 million and $205.7 million, respectively. The fair value of these contracts was $4.6 million and $10.7 million at October 28, 2011, and October 29, 2010, respectively. The Company does not enter into any forward contracts for trading purposes.

In February 2006, the Company entered into a U.K. term loan for £57.0 million. The Company designated the U.K. term loan as a hedge of the investment in a certain U.K. business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of accumulated other comprehensive income in shareholders' equity. The U.K. term loan was paid off in fiscal 2009. The loss of $4.8 million net of taxes included in Accumulated Other Comprehensive Income will remain until the underlying investment in a certain U.K. business unit is liquidated.

In July 2011, the Company entered into a Euro Term Loan for €125.0 million under the secured credit facility. The Company designated the Euro Term Loan a hedge of the investment in a certain French business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of accumulated other comprehensive income in shareholders' equity. To the extent that this hedge is ineffective, the foreign currency gain or loss is recorded in earnings. There was no ineffectiveness in 2011. The gain or loss included in Accumulated Other Comprehensive Income will remain until the underlying investment in a certain French business unit is liquidated. The amount of foreign currency translation included in Accumulated Other Comprehensive Income was a gain of $5.1 million at October 28, 2011.

Interest Rate Risk Management

Depending on the interest rate environment, the Company may enter into interest rate swap agreements to convert the fixed interest rates on notes payable to variable interest rates or terminate any swap agreements in place. These interest rate swap agreements have been designated as fair value hedges. Accordingly, gain or loss on swap agreements as well as the offsetting loss or gain on the hedged portion of notes payable are recognized in interest expense during the period of the change in fair values. The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement.

In December 2010, the Company entered into an interest rate swap agreement for $75.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $75.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.47% and was 4.90% at October 28, 2011.

In November 2010, the Company entered into an interest rate swap agreement for $100.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $100.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.87% and was 5.29% at October 28, 2011.

In June 2009, the Company entered into an interest rate swap agreement on the $175.0 million Senior Subordinated Notes due in 2013. The swap agreement exchanged the fixed interest rate of 7.75% for a variable interest rate on the $175.0 million principal amount outstanding. The variable interest rate is based upon LIBOR plus 5.37% and was 5.61% at October 30, 2009. The swap was terminated in fourth quarter of fiscal 2010 upon the repayment of the $175.0 million Senior Subordinated Notes due in 2013.

A deferred gain of $3.7 million from terminated swap agreements was recognized in fiscal 2010 upon the repayment of the $175.0 million Senior Subordinated Notes due 2013. A loss on extinguishment of debt was recorded for $1.2 million, which includes the recognition of the previously deferred gains of $3.7 million.

Depending on the interest rate environment, the Company may enter into interest rate swap agreements to convert the variable interest rates on notes payable to fixed interest rates. These swap agreements are accounted for as cash flow hedges and the fair market value of the hedge instrument is included in Other Comprehensive Income.

The fair market value of the interest rate swaps was estimated by discounting expected cash flows using quoted market interest rates.

Foreign Currency Translation

Foreign Currency Translation

Foreign currency assets and liabilities are translated into their U.S. dollar equivalents based on year end exchange rates. Revenue and expense accounts are 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 comprehensive income. Accumulated gain on foreign currency translation adjustment was $68.6 million, $58.8 million and $53.2 million as of the fiscal years ended October 28, 2011, October 29, 2010, and October 30, 2009, respectively.

Foreign Currency Transaction Gains And Losses

Foreign Currency Transaction Gains and Losses

Foreign currency transaction gains and losses are included in results of operations and are primarily the result of revaluing assets and liabilities denominated in a currency other than the functional currency, gains and losses on forward exchange contracts and the change in value of foreign currency embedded derivatives in backlog. These foreign currency transactions resulted in a $14.2 million gain in fiscal 2011, a $6.1 million gain in fiscal 2010, and a $12.6 million loss in fiscal 2009.

Cash Equivalents

Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less at the date of purchase. Fair value of cash equivalents approximates carrying value. Cash equivalents included $29.3 million and $28.8 million in cash for a letter of credit at October 28, 2011, and October 29, 2010, respectively.

Accounts Receivable

Accounts Receivable

Accounts receivable are recorded at the net invoice price for sales billed to customers. Accounts receivable are considered past due when outstanding more than normal trade terms allow. An allowance for doubtful accounts is established when losses are expected to be incurred. Accounts receivable are written off to the allowance for doubtful accounts when the balance is considered to be uncollectible.

Inventories

Inventories

Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost method. Inventory cost includes material, labor and factory overhead. The Company defers pre-production engineering costs as work-in-process inventory in connection with long-term supply arrangements that include contractual guarantees for reimbursement from the customer. Inventory cost adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part level basis to forecasted product demand and historical usage.

Property, Plant And Equipment, And Depreciation

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 15 to 30 years for buildings and 3 to 10 years for machinery and equipment. Depreciation expense was $42.5 million, $39.5 million, and $39.2 million for fiscal years 2011, 2010 and 2009, respectively. Assets under capital leases were $38.1 million at October 28, 2011, and $44.4 million at October 29, 2010. Amortization expense of assets accounted for as capital leases is included with depreciation expense. The fair value of liabilities related to the retirement of property is recorded when there is a legal or contractual obligation to incur asset retirement costs and the costs can be estimated. The Company records the asset retirement cost by increasing the carrying cost of the underlying property by the amount of the asset retirement obligation. The asset retirement cost is depreciated over the estimated useful life of the underlying property.

Debt Issuance Costs

Debt Issuance Costs

Costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt using a method that approximates the effective interest method.

Long-Lived Asset Impairments

Long-lived Asset Impairments

The carrying amount of long-lived assets is reviewed periodically for impairment. An asset (other than goodwill and indefinite-lived intangible assets) is considered impaired when estimated future undiscounted 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 estimated discounted future cash flows.

Goodwill And Intangibles

Goodwill and Intangibles

Goodwill is not amortized, but is tested for impairment at least annually. A reporting unit is generally defined at the operating segment level or at the component level one level below the operating segment, if said component constitutes a business. Goodwill is allocated to reporting units based upon the purchase price of the acquired unit, the valuation of acquired tangible and intangible assets, and liabilities assumed. When a reporting unit's carrying value exceeds its estimated fair value, an impairment test is required. This test involves allocating the fair value of the reporting unit to all of the assets and liabilities of that unit, with the excess of fair value over allocated net assets representing the fair value of goodwill. An impairment loss is measured as the amount by which the carrying value of goodwill exceeds the estimated fair value of goodwill.

Intangible assets are amortized over their estimated period of benefit, ranging from 2 to 20 years. Amortization expense is reflected in selling, general and administrative expense on the Consolidated Statement of Operations. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that an impairment exists.

Indefinite-lived intangible assets (other than goodwill) are tested annually for impairment or more frequently on an interim basis if circumstances require.

Environmental

Environmental

Environmental exposures are provided for at the time they are known to exist or are considered probable and reasonably 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.

Pension Plan And Post-Retirement Benefit Plan Obligations

Pension Plan and Post-Retirement Benefit Plan Obligations

The Company accounts for pension expense using the end of the fiscal year as its measurement date. Management selects appropriate assumptions including discount rate, rate of increase in future compensation levels and assumed long-term rate of return on plan assets and expected annual increases in costs of medical and other health care benefits in regard to the Company's post-retirement benefit obligations. These assumptions are based upon historical results, the current economic environment and reasonable expectations of future events. Actual results which vary from assumptions are accumulated and amortized over future periods and, accordingly, are recognized in expense in these periods. Significant differences between our assumptions and actual experience or significant changes in assumptions could impact the pension costs and the pension obligation.

Share-Based Compensation

Share-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

Product Warranties

Product Warranties

Estimated product warranty expenses are recorded when the covered products are shipped to customers and recognized as revenue. Product warranty expense is estimated based upon the terms of the warranty program.

Income Taxes

Income Taxes

The Company recognizes the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.

Earnings Per Share

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. Common shares issuable from stock options that are excluded from the calculation of diluted earnings per share because they were anti-dilutive were 331,300, 50,984, and 1,385,596 for fiscal 2011, 2010 and 2009, respectively. The weighted average number of shares outstanding used to compute basic earnings per share was 30,509,000, 29,973,000, and 29,717,000 for fiscal years 2011, 2010 and 2009, respectively. The weighted average number of shares outstanding used to compute diluted earnings per share was 31,154,000, 30,477,000, and 29,951,000 for fiscal years 2011, 2010 and 2009, respectively.

Subsequent Events

Subsequent Events

The Company has evaluated subsequent events through the date the Consolidated Financial Statements were issued.

XML

Retirement Benefits (Schedule Of Plan Assets Allocation) (Details)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010
Retirement Benefits [Abstract]
Target, Equity securities, Allocation Percentage, Range maximum	75.00%
Target, Equity securities, Allocation Percentage, Range minimum	55.00%
Actual, Equity securities	52.30%	57.00%
Target, Debt securities, Allocation Percentage, Range maximum	45.00%
Target, Debt securities, Allocation Percentage, Range minimum	25.00%
Actual Debt securities	38.70%	39.00%
Target, Cash	0.00%
Actual Cash	9.00%	4.00%
Defined Benefit Plan, Actual Plan Asset Allocations	100.00%	100.00%

XML

Quarterly Financial Data (Tables)

12 Months Ended

Oct. 28, 2011

Quarterly Financial Data [Abstract]

Quarterly Financial Data

In Thousands, Except Per Share Amounts

		0000000000			0000000000			0000000000			0000000000
Fiscal Year 2011	Fourth			Third			Second			First
Net sales	$	502,397		$	409,512		$	435,277		$	370,799
Gross margin		153,112			143,539			160,947			132,122
Income from continuing operations	$	19,412	1,2,3,4	$	37,741	5	$	45,951	6	$	29,983
Income from discontinued operations	$	28		$	(46	)	$	(37	)	$	8
Net earnings	$	19,440		$	37,695		$	45,914		$	29,991
Earnings per share – basic
Continuing operations	$	.64		$	1.23		$	1.51		$	.99
Discontinued operations	$	.00		$	.00		$	.00		$	.00
Earnings per share – basic	$	.64		$	1.23		$	1.51		$	.99
Earnings per share – diluted
Continuing operations	$	.62		$	1.21		$	1.47		$	.97
Discontinued operations	$	.00		$	.00		$	.00		$	.00
Earnings per share – diluted 9	$	.62		$	1.21		$	1.47		$	.97
Fiscal Year 2010	Fourth			Third			Second			First
Net sales	$	430,450		$	378,349		$	382,492		$	335,310
Gross margin		157,949			128,955			126,636			102,671
Income from continuing operations	$	49,291	7,8	$	39,253	8	$	29,110		$	12,385
Income from discontinued operations	$	10,398		$	605		$	538		$	340
Net earnings	$	59,689		$	39,858		$	29,648		$	12,725
Earnings per share – basic
Continuing operations	$	1.63		$	1.31		$	.97		$	.42
Discontinued operations	$	.35		$	.02		$	.02		$	.01
Earnings per share – basic	$	1.98		$	1.33		$	.99		$	.43
Earnings per share – diluted
Continuing operations	$	1.60		$	1.28		$	.96		$	.41
Discontinued operations	$	.34		$	.02		$	.02		$	.01
Earnings per share – diluted 9	$	1.94		$	1.30		$	.98		$	.42

¹  Included a $2.0 million gain on sale of an engineered materials facility, net of tax.

²  Included $16.4 million in acquisition-related accounting charges, net of tax. The operating loss at Souriau accounted for $14.3 million, net of tax, and was principally due to the adjustment of inventory to fair value. Approximately $1.3 million, net of tax, was due to the adjustment of Eclipse inventory to fair value. Approximately $0.9 million, net of tax, was due to Souriau acquisition-related expenses.

³  Included a $2.6 million charge for contract assertions, net of tax. Approximately $1.3 million, net of tax, was due to a charge at control systems for engineering costs not probable of recovery from the customer. Approximately $1.0 million, net of tax, was principally due to the write off of accounts receivable related to a manufacturing license at defense technologies. Approximately $0.4 million, net of tax, was due to a late delivery penalty at engineered materials.

⁴  Included $1.2 million in working capital charges, net of tax. Approximately $0.7 million, net of tax, was due to an inventory and trade accounts receivable write off at advanced sensors. Approximately $0.5 million, net of tax, was due to an inventory write off at defense technologies.

⁵  Included $5.2 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. This release resulted from the expiration of a statute of limitations.

⁶  Included $3.1 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

⁷  Included $2.5 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

⁸  Included $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. Of the $7.6 million, $6.4 million was included in third quarter 2010 and $1.2 million was included in fourth quarter 2010, respectively. This release resulted from the expiration of a statute of limitations.

⁹  The sum of the 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.

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Inventories (Tables)

12 Months Ended

Oct. 28, 2011

Inventories [Abstract]

Schedule Of Inventories

In Thousands	2011		2010
Raw materials and purchased parts	$	130,444	$	109,595
Work in process		168,934		73,336
Inventory costs under long-term contracts		18,990		26,256
Finished goods		84,180		53,186
	$	402,548	$	262,373

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Goodwill (Tables)

12 Months Ended

Oct. 28, 2011

Goodwill [Abstract]

Schedule Of Changes In Goodwill By Segment

In Thousands	Avionics & Controls		Sensors & Systems			Advanced Materials			Total
Balance, October 30, 2009	$	427,978	$	92,622		$	216,208		$	736,808
Goodwill adjustments		1,007		0			0			1,007
Sale of businesses		0		(3,319	)		0			(3,319	)
Foreign currency translation adjustment		9,354		(1,914	)		(2,206	)		5,234
Balance, October 29, 2010		438,339		87,389			214,002			739,730
Goodwill from acquisitions		67,613		343,053			0			410,666
Foreign currency translation adjustment		7,556		5,203			570			13,329
Balance, October 28, 2011	$	513,508	$	435,645		$	214,572		$	1,163,725

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Accounting Policies

12 Months Ended

Oct. 28, 2011

Accounting Policies [Abstract]

Accounting Policies

NOTE 1:  Accounting Policies

Nature of Operations

Esterline Technologies Corporation (the Company) designs, manufactures and markets highly engineered products. The Company serves the aerospace and defense industry, primarily in the United States and Europe. The Company also serves the industrial/commercial and medical markets.

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 U.S. generally accepted accounting principles, 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.

Concentration of Risks

The Company's products are principally focused on the aerospace and defense industry, which includes military and commercial aircraft original equipment manufacturers and their suppliers, commercial airlines, and the United States and foreign governments. Sales to the U.S. government aggregated 10% of sales in fiscal 2011 and 2010. Accordingly, the Company's current and future financial performance is dependent on the economic condition of the aerospace and defense industry. The commercial aerospace market has historically been subject to cyclical downturns during periods of weak economic conditions or material changes arising from domestic or international events. Management believes that the Company's sales are fairly well balanced across its customer base, which includes not only aerospace and defense customers but also medical and industrial commercial customers. However, material changes in the economic conditions of the aerospace industry could have a material effect on the Company's results of operations, financial position or cash flows.

Revenue Recognition

The Company recognizes revenue when the title and risk of loss have passed to the customer, there is persuasive evidence of an agreement, delivery has occurred or services have been rendered, the price is determinable, and the collectibility is reasonably assured. The Company recognizes product revenues at the point of shipment or delivery in accordance with the terms of sale. Sales are net of returns and allowances. Returns and allowances are not significant because products are manufactured to customer specification and are covered by the terms of the product warranty.

Revenues and profits on fixed-price contracts with significant engineering as well as production requirements are recorded based on the achievement of contractual milestones and the ratio of total actual incurred costs to date to total estimated costs for each contract (cost-to-cost method). Types of milestones include design review and prototype completion. The Company reviews cost performance and estimates to complete on its ongoing contracts at least quarterly. The impact of revisions of profit estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period they become evident. When change orders have been approved by both the company and the customer for both scope and price and realization is deemed probable, the original contract price is adjusted and revenues are recognized on contract performance (as determined by the achievement of contractual milestones and the cost-to-cost method). For partially approved change orders, costs attributable to unpriced change orders are treated as costs of the contract performance in the period the costs are incurred. Claims are also recognized as contract revenue when approved by both the company and the customer, based on contract performance.

Research and Development

Expenditures for internally-funded research and development are expensed as incurred. Customer-funded research and development projects performed under contracts are accounted for as work in process as work is performed and recognized as cost of sales and sales under the proportional performance method. Research and development expenditures are net of government assistance and tax subsidies, which are not contingent upon paying income tax. In addition, government assistance for research and development is recorded as a reduction of research and development expense when repayment royalties are contingent upon sales generated directly from the funded research and development. If reimbursement is not tied directly to sales generated from the funded research and development, the assistance is accounted for as a loan until the criteria for forgiveness has been met.

Financial Instruments

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, long-term debt, foreign currency forward contracts, and interest rate swap agreements. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement dates of these instruments. The fair market value of the Company's long-term debt and short-term borrowings was estimated at $1.0 billion and $640.5 million at fiscal year end 2011 and 2010, respectively. These estimates were derived using discounted cash flows with interest rates currently available to the Company for issuance of debt with similar terms and remaining maturities.

Foreign Currency Exchange Risk Management

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. Furthermore, the Company has assets denominated in foreign currencies that are not offset by liabilities in such foreign currencies. The Company has significant operations in Canada, France, Germany and the United Kingdom and, accordingly, we may experience gains or losses due to foreign exchange fluctuations.

The Company's policy is to hedge a portion of its forecasted transactions using forward exchange contracts, with maturities up to 23 months. 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 other comprehensive income 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 amount of hedge ineffectiveness has not been material in any of the three fiscal years in the period ended October 28, 2011. At October 28, 2011, and October 29, 2010, the notional value of foreign currency forward contracts accounted for as a cash flow hedge was $288.9 million and $205.7 million, respectively. The fair value of these contracts was $4.6 million and $10.7 million at October 28, 2011, and October 29, 2010, respectively. The Company does not enter into any forward contracts for trading purposes.

In February 2006, the Company entered into a U.K. term loan for £57.0 million. The Company designated the U.K. term loan as a hedge of the investment in a certain U.K. business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of accumulated other comprehensive income in shareholders' equity. The U.K. term loan was paid off in fiscal 2009. The loss of $4.8 million net of taxes included in Accumulated Other Comprehensive Income will remain until the underlying investment in a certain U.K. business unit is liquidated.

In July 2011, the Company entered into a Euro Term Loan for €125.0 million under the secured credit facility. The Company designated the Euro Term Loan a hedge of the investment in a certain French business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of accumulated other comprehensive income in shareholders' equity. To the extent that this hedge is ineffective, the foreign currency gain or loss is recorded in earnings. There was no ineffectiveness in 2011. The gain or loss included in Accumulated Other Comprehensive Income will remain until the underlying investment in a certain French business unit is liquidated. The amount of foreign currency translation included in Accumulated Other Comprehensive Income was a gain of $5.1 million at October 28, 2011.

Interest Rate Risk Management

Depending on the interest rate environment, the Company may enter into interest rate swap agreements to convert the fixed interest rates on notes payable to variable interest rates or terminate any swap agreements in place. These interest rate swap agreements have been designated as fair value hedges. Accordingly, gain or loss on swap agreements as well as the offsetting loss or gain on the hedged portion of notes payable are recognized in interest expense during the period of the change in fair values. The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement.

In December 2010, the Company entered into an interest rate swap agreement for $75.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $75.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.47% and was 4.90% at October 28, 2011.

In November 2010, the Company entered into an interest rate swap agreement for $100.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $100.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.87% and was 5.29% at October 28, 2011.

In June 2009, the Company entered into an interest rate swap agreement on the $175.0 million Senior Subordinated Notes due in 2013. The swap agreement exchanged the fixed interest rate of 7.75% for a variable interest rate on the $175.0 million principal amount outstanding. The variable interest rate is based upon LIBOR plus 5.37% and was 5.61% at October 30, 2009. The swap was terminated in fourth quarter of fiscal 2010 upon the repayment of the $175.0 million Senior Subordinated Notes due in 2013.

A deferred gain of $3.7 million from terminated swap agreements was recognized in fiscal 2010 upon the repayment of the $175.0 million Senior Subordinated Notes due 2013. A loss on extinguishment of debt was recorded for $1.2 million, which includes the recognition of the previously deferred gains of $3.7 million.

Depending on the interest rate environment, the Company may enter into interest rate swap agreements to convert the variable interest rates on notes payable to fixed interest rates. These swap agreements are accounted for as cash flow hedges and the fair market value of the hedge instrument is included in Other Comprehensive Income.

The fair market value of the interest rate swaps was estimated by discounting expected cash flows using quoted market interest rates.

Foreign Currency Translation

Foreign currency assets and liabilities are translated into their U.S. dollar equivalents based on year end exchange rates. Revenue and expense accounts are 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 comprehensive income. Accumulated gain on foreign currency translation adjustment was $68.6 million, $58.8 million and $53.2 million as of the fiscal years ended October 28, 2011, October 29, 2010, and October 30, 2009, respectively.

Foreign Currency Transaction Gains and Losses

Foreign currency transaction gains and losses are included in results of operations and are primarily the result of revaluing assets and liabilities denominated in a currency other than the functional currency, gains and losses on forward exchange contracts and the change in value of foreign currency embedded derivatives in backlog. These foreign currency transactions resulted in a $14.2 million gain in fiscal 2011, a $6.1 million gain in fiscal 2010, and a $12.6 million loss in fiscal 2009.

Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less at the date of purchase. Fair value of cash equivalents approximates carrying value. Cash equivalents included $29.3 million and $28.8 million in cash for a letter of credit at October 28, 2011, and October 29, 2010, respectively.

Accounts Receivable

Accounts receivable are recorded at the net invoice price for sales billed to customers. Accounts receivable are considered past due when outstanding more than normal trade terms allow. An allowance for doubtful accounts is established when losses are expected to be incurred. Accounts receivable are written off to the allowance for doubtful accounts when the balance is considered to be uncollectible.

Inventories

Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost method. Inventory cost includes material, labor and factory overhead. The Company defers pre-production engineering costs as work-in-process inventory in connection with long-term supply arrangements that include contractual guarantees for reimbursement from the customer. Inventory cost adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part level basis to forecasted product demand and historical usage.

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 15 to 30 years for buildings and 3 to 10 years for machinery and equipment. Depreciation expense was $42.5 million, $39.5 million, and $39.2 million for fiscal years 2011, 2010 and 2009, respectively. Assets under capital leases were $38.1 million at October 28, 2011, and $44.4 million at October 29, 2010. Amortization expense of assets accounted for as capital leases is included with depreciation expense. The fair value of liabilities related to the retirement of property is recorded when there is a legal or contractual obligation to incur asset retirement costs and the costs can be estimated. The Company records the asset retirement cost by increasing the carrying cost of the underlying property by the amount of the asset retirement obligation. The asset retirement cost is depreciated over the estimated useful life of the underlying property.

Debt Issuance Costs

Costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt using a method that approximates the effective interest method.

Long-lived Asset Impairments

The carrying amount of long-lived assets is reviewed periodically for impairment. An asset (other than goodwill and indefinite-lived intangible assets) is considered impaired when estimated future undiscounted 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 estimated discounted future cash flows.

Goodwill and Intangibles

Goodwill is not amortized, but is tested for impairment at least annually. A reporting unit is generally defined at the operating segment level or at the component level one level below the operating segment, if said component constitutes a business. Goodwill is allocated to reporting units based upon the purchase price of the acquired unit, the valuation of acquired tangible and intangible assets, and liabilities assumed. When a reporting unit's carrying value exceeds its estimated fair value, an impairment test is required. This test involves allocating the fair value of the reporting unit to all of the assets and liabilities of that unit, with the excess of fair value over allocated net assets representing the fair value of goodwill. An impairment loss is measured as the amount by which the carrying value of goodwill exceeds the estimated fair value of goodwill.

Intangible assets are amortized over their estimated period of benefit, ranging from 2 to 20 years. Amortization expense is reflected in selling, general and administrative expense on the Consolidated Statement of Operations. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that an impairment exists.

Indefinite-lived intangible assets (other than goodwill) are tested annually for impairment or more frequently on an interim basis if circumstances require.

Environmental

Environmental exposures are provided for at the time they are known to exist or are considered probable and reasonably 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.

Pension Plan and Post-Retirement Benefit Plan Obligations

The Company accounts for pension expense using the end of the fiscal year as its measurement date. Management selects appropriate assumptions including discount rate, rate of increase in future compensation levels and assumed long-term rate of return on plan assets and expected annual increases in costs of medical and other health care benefits in regard to the Company's post-retirement benefit obligations. These assumptions are based upon historical results, the current economic environment and reasonable expectations of future events. Actual results which vary from assumptions are accumulated and amortized over future periods and, accordingly, are recognized in expense in these periods. Significant differences between our assumptions and actual experience or significant changes in assumptions could impact the pension costs and the pension obligation.

Share-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

Product Warranties

Estimated product warranty expenses are recorded when the covered products are shipped to customers and recognized as revenue. Product warranty expense is estimated based upon the terms of the warranty program.

Income Taxes

The Company recognizes the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.

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. Common shares issuable from stock options that are excluded from the calculation of diluted earnings per share because they were anti-dilutive were 331,300, 50,984, and 1,385,596 for fiscal 2011, 2010 and 2009, respectively. The weighted average number of shares outstanding used to compute basic earnings per share was 30,509,000, 29,973,000, and 29,717,000 for fiscal years 2011, 2010 and 2009, respectively. The weighted average number of shares outstanding used to compute diluted earnings per share was 31,154,000, 30,477,000, and 29,951,000 for fiscal years 2011, 2010 and 2009, respectively.

Subsequent Events

The Company has evaluated subsequent events through the date the Consolidated Financial Statements were issued.

Recently Issued Accounting Standards

In September 2011, the Financial Accounting Standards Board (FASB) amended guidance related to the testing of goodwill for impairment. The revised standard is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The Company will adopt this guidance in the first quarter of 2012 and does not expect a significant impact to the Company's financial statements.

In June 2011, the FASB amended requirements for the presentation of other comprehensive income (OCI), requiring presentation of comprehensive income in either a single, continuous statement of comprehensive income or on separate but consecutive statements, the statement of operations and the statement of OCI. The amendment is effective for the Company at the beginning of fiscal year 2013, with early adoption permitted. The adoption of this guidance will not impact the Company's financial position, results of operations, or cash flows and will only impact the presentation of OCI on the financial statements.

In May 2011, the FASB amended the guidance regarding fair value measurement and disclosure. The amended guidance clarifies the application of existing fair value measurement and disclosure requirements. The amendment is effective for the Company at the beginning of fiscal 2012, with early adoption prohibited. The adoption of this amendment is not expected to materially affect the Company's financial statements.

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Intangible Assets (Tables)

12 Months Ended

Oct. 28, 2011

Intangible Assets [Abstract]

Schedule Of Intangible Assets

		2011				2010
In Thousands	Weighted Average Years Useful Life		Gross Carrying Amount		Accum. Amort.		Gross Carrying Amount		Accum. Amort.
Amortized Intangible Assets:
Programs	15	$	728,433	$	157,383	$	442,104	$	120,220
Core technology	16		9,589		5,514		9,589		4,916
Patents and other	12		101,834		31,835		42,336		27,728
Total		$	839,856	$	194,732	$	494,029	$	152,864
Indefinite-lived Intangible Assets:
Trademark		$	48,791			$	47,852

Schedule Of Estimated Amortization Expense Related To Intangible Assets

In Thousands
Fiscal Year
2012	$	55,523
2013		54,940
2014		54,316
2015		53,230
2016		52,870

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Employee Stock Plans (Summary Of Stock Options Outstanding) (Details) (USD $)				12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009	Oct. 28, 2011 $15.82 - $38.00 [Member]	Oct. 28, 2011 $38.01 - $40.00 [Member]	Oct. 28, 2011 $40.01 - $42.40 [Member]	Oct. 28, 2011 $42.41 - $55.00 [Member]	Oct. 28, 2011 $55.01 - $79.90 [Member]
Range of Exercise Prices, lower limit				$ 15.82	$ 38.01	$ 40.01	$ 42.41	$ 55.01
Range of Exercise Prices, upper limit				$ 38.00	$ 40.00	$ 42.40	$ 55.00	$ 79.90
Options Outstanding, Shares				450,950	406,625	309,250	336,775	331,300
Options Outstanding, Weighted Average Remaining Life (years)				6.24	4.56	8.00	5.79	9.28
Options Outstanding, Weighted Average Price				$ 30.24	$ 38.93	$ 41.23	$ 51.85	$ 67.03
Exercisable, end of year, Shares Subject to Option	994,950	956,350	1,121,725	261,050	402,625	76,825	254,450	0
Options Exercisable, Weighted Average Price	$ 39.85	$ 38.73	$ 32.76	$ 29.36	$ 38.93	$ 41.24	$ 51.63	$ 0.00

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Employee Stock Plans (Tables)

12 Months Ended

Oct. 28, 2011

Oct. 28, 2011

Equity Incentive Plan [Member]

Oct. 30, 2009

Employee Stock Purchase Plan [Member]

Oct. 28, 2011

Employee Share-Save Scheme [Member]

Employee Stock Plans [Line Items]

Schedule Of Fair Value Of Option Granted Using Black-Scholes Pricing Model Of Fair Value Of Option Granted

	2011			2010			2009
Volatility		40.8 – 42.8	%		43.0 – 43.2	%		36.8 – 43.1%
Risk-free interest rate		2.02 – 3.64	%		2.42 – 4.00	%		1.43 – 3.12%
Expected life (years)		4.5– 9.5			4.5– 9.5			4.5– 9.5
Dividends		0			0			0

	2009
Volatility		33.8%
Risk-free interest rate		3.32%
Expected life (months)		6
Dividends		0

	2011			2010			2009
Volatility		51.10	%		51.61	%		50.08%
Risk-free interest rate		0.98	%		1.34	%		0.58%
Expected life (years)		3			3			3
Dividends		0			0			0

Summary Of Changes In Outstanding Options Granted

	2011					2010					2009
	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		1,838,950		$	39.31		1,960,775		$	35.54		1,665,925		$	36.75
Granted		331,300			67.03		359,800			41.83		429,400			31.69
Exercised		(295,175	)		37.03		(455,700	)		24.96		(25,100	)		13.61
Cancelled		(40,175	)		41.69		(25,925	)		41.37		(109,450	)		43.90
Outstanding, end of year		1,834,900		$	44.63		1,838,950		$	39.31		1,960,775		$	35.54
Exercisable, end of year		994,950		$	39.85		956,350		$	38.73		1,121,725		$	32.76

Schedule Of Stock Activity Related To Stock Options Exercised

		000000000		000000000
In Thousands	2011		2010
Proceeds from stock options exercised	$	11,710	$	11,399
Tax benefits related to stock options exercised	$	1,830	$	3,488
Intrinsic value of stock options exercised	$	9,940	$	12,376

Summary Of Stock Options Outstanding

		Options Outstanding			Options Exercisable
	Range of Exercise Prices	Shares	Weighted Average Remaining Life (years)	Weighted Average Price	Shares	Weighted Average Price
$	15.82 – 38.00	450,950	6.24	$      30.24	261,050	$      29.36
	38.01– 40.00	406,625	4.56	38.93	402,625	38.93
	40.01– 42.40	309,250	8.00	41.23	76,825	41.24
	42.41– 55.00	336,775	5.79	51.85	254,450	51.63
	55.01– 79.90	331,300	9.28	67.03	0	0.00

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Accrued Liabilities (Schedule Of Changes In Accrued Product Warranty Costs) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010
Accrued Liabilities [Abstract]
Balance, beginning of year	$ 17,159	$ 14,685
Warranty costs incurred	(4,583)	(4,478)
Product warranty accrual	7,239	8,488
Acquisitions	645	0
Release of reserves	(1,476)	(1,794)
Sale of businesses	0	(90)
Foreign currency translation adjustment	314	348
Balance, end of year	$ 19,298	$ 17,159

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Income Taxes (Schedule Of Income Tax Examinations By Tax Authorities In Major Tax Jurisdictions) (Details)	12 Months Ended
	Oct. 28, 2011
U.S. Federal [Member]
Income Tax Examination, Years No Longer Subject To Audit	2005 and prior
Canada [Member]
Income Tax Examination, Years No Longer Subject To Audit	2004 and prior
France [Member]
Income Tax Examination, Years No Longer Subject To Audit	2007 and prior
Germany [Member]
Income Tax Examination, Years No Longer Subject To Audit	2009 and prior
United Kingdom [Member]
Income Tax Examination, Years No Longer Subject To Audit	2008 and prior

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Consolidated Statement Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Oct. 28, 2011		Jul. 29, 2011		Apr. 29, 2011		Jan. 28, 2011		Oct. 29, 2010		Jul. 30, 2010		Apr. 30, 2010		Jan. 29, 2010		Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Consolidated Statement Of Operations [Abstract]
Net Sales	$ 502,397		$ 409,512		$ 435,277		$ 370,799		$ 430,450		$ 378,349		$ 382,492		$ 335,310		$ 1,717,985	$ 1,526,601	$ 1,407,459
Cost of Sales																	1,128,265	1,010,390	954,161
Gross Profit	153,112		143,539		160,947		132,122		157,949		128,955		126,636		102,671		589,720	516,211	453,298
Expenses
Selling, general and administrative																	304,154	258,290	235,483
Research, development and engineering																	94,505	69,753	64,456
Other (income) expense																	(6,853)	(8)	7,970
Total Expenses																	391,806	328,035	307,909
Operating Earnings From Continuing Operations																	197,914	188,176	145,389
Interest income																	(1,615)	(960)	(1,634)
Interest expense																	40,216	33,181	28,689
Loss on extinguishment of debt																	831	1,206	0
Income From Continuing Operations Before Income Taxes																	158,482	154,749	118,334
Income Tax Expense																	24,938	24,504	12,549
Income From Continuing Operations Including Noncontrolling Interests																	133,544	130,245	105,785
Income Attributable to Noncontrolling Interests																	(457)	(206)	(217)
Income From Continuing Operations Attributable to Esterline, Net of Tax	19,412	[1],[2],[3],[4]	37,741	[5]	45,951	[6]	29,983		49,291	[7],[8]	39,253	[7]	29,110		12,385		133,087	130,039	105,568
Income (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax	28		(46)		(37)		8		10,398		605		538		340		(47)	11,881	14,230
Net Earnings Attributable to Esterline	$ 19,440		$ 37,695		$ 45,914		$ 29,991		$ 59,689		$ 39,858		$ 29,648		$ 12,725		$ 133,040	$ 141,920	$ 119,798
Earnings Per Share Attributable to Esterline - Basic:
Continuing operations	$ 0.64		$ 1.23		$ 1.51		$ 0.99		$ 1.63		$ 1.31		$ 0.97		$ 0.42		$ 4.36	$ 4.34	$ 3.55
Discontinued operations	$ 0.00		$ 0.00		$ 0.00		$ 0.00		$ 0.35		$ 0.02		$ 0.02		$ 0.01		$ 0.00	$ 0.39	$ 0.48
Earnings Per Share Attributable to Esterline - Basic	$ 0.64		$ 1.23		$ 1.51		$ 0.99		$ 1.98		$ 1.33		$ 0.99		$ 0.43		$ 4.36	$ 4.73	$ 4.03
Earnings Per Share Attributable to Esterline - Diluted:
Continuing operations	$ 0.62		$ 1.21		$ 1.47		$ 0.97		$ 1.60		$ 1.28		$ 0.96		$ 0.41		$ 4.27	$ 4.27	$ 3.52
Discontinued operations	$ 0.00		$ 0.00		$ 0.00		$ 0.00		$ 0.34		$ 0.02		$ 0.02		$ 0.01		$ 0.00	$ 0.39	$ 0.48
Earnings Per Share Attributable to Esterline - Diluted	$ 0.62	[9]	$ 1.21	[9]	$ 1.47	[9]	$ 0.97	[9]	$ 1.94	[9]	$ 1.30	[9]	$ 0.98	[9]	$ 0.42	[9]	$ 4.27	$ 4.66	$ 4.00

[1] Included a $2.0 million gain on sale of an engineered materials facility, net of tax.

[2] Included $16.4 million in acquisition-related accounting charges, net of tax. The operating loss at Souriau accounted for $14.3 million, net of tax, and was principally due to the adjustment of inventory to fair value. Approximately $1.3 million, net of tax, was due to the adjustment of Eclipse inventory to fair value. Approximately $0.9 million, net of tax, was due to Souriau acquisition-related expenses.

[3] Included a $2.6 million charge for contract assertions, net of tax. Approximately $1.3 million, net of tax, was due to a charge at control systems for engineering costs not probable of recovery from the customer. Approximately $1.0 million, net of tax, was principally due to the write off of accounts receivable related to a manufacturing license at defense technologies. Approximately $0.4 million, net of tax, was due to a late delivery penalty at engineered materials.

[4] Included $1.2 million in working capital charges, net of tax. Approximately $0.7 million, net of tax, was due to an inventory and trade accounts receivable write off at advanced sensors. Approximately $0.5 million, net of tax, was due to an inventory write off at defense technologies.

[5] Included $5.2 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. This release resulted from the expiration of a statute of limitations.

[6] Included $3.1 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

[7] Included $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. Of the $7.6 million, $6.4 million was included in third quarter 2010 and $1.2 million was included in fourth quarter 2010, respectively. This release resulted from the expiration of a statute of limitations.

[8] Included $2.5 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

[9] The sum of the 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.

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Guarantors (Tables)

12 Months Ended

Oct. 28, 2011

Guarantors [Abstract]

Schedule Of Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet as of October 28, 2011

		0000000000			0000000000			0000000000		0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	49,837		$	13,450		$	121,748	$	0		$	185,035
Escrow deposit		5,011			0			0		0			5,011
Accounts receivable, net		158			137,927			231,741		0			369,826
Inventories		0			143,866			258,682		0			402,548
Income tax refundable		0			0			2,857		0			2,857
Deferred income tax benefits		25,585			1,574			21,092		0			48,251
Prepaid expenses		59			5,006			14,180		0			19,245
Other current assets		140			344			6,056		0			6,540
Total Current Assets		80,790			302,167			656,356		0			1,039,313
Property, Plant & Equipment, Net		1,109			161,297			206,010		0			368,416
Goodwill		0			313,788			849,937		0			1,163,725
Intangibles, Net		0			140,590			553,325		0			693,915
Debt Issuance Costs, Net		9,033			0			1,662		0			10,695
Deferred Income Tax Benefits		27,925			125			51,555		0			79,605
Other Assets		10,307			2,321			10,289		0			22,917
Amounts Due From (To) Subsidiaries		350,407			482,330			0		(832,737	)		0
Investment in Subsidiaries		1,953,823			624,856			321,170		(2,899,849	)		0
Total Assets	$	2,433,394		$	2,027,474		$	2,650,304	$	(3,732,586	)	$	3,378,586
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	$	812		$	26,525		$	92,551	$	0		$	119,888
Accrued liabilities		18,587			79,524			172,311		0			270,422
Credit facilities		0			0			5,000		0			5,000
Current maturities of long-term debt		0			211			11,384		0			11,595
Deferred income tax liabilities		238			(1	)		9,301		0			9,538
Federal and foreign income taxes		(1,326	)		(25,185	)		28,429		0			1,918
Total Current Liabilities		18,311			81,074			318,976		0			418,361
Credit Facilities		360,000			0			0		0			360,000
Long-Term Debt, Net		426,354			44,289			189,385		0			660,028
Deferred Income Tax Liabilities		32,959			21,971			183,779		0			238,709
Pension and Post-Retirement Obligations		17,849			38,335			51,693		0			107,877
Other Liabilities		4,003			8,549			7,141		0			19,693
Amounts Due To (From) Subsidiaries		0			0			444,820		(444,820	)		0
Shareholders' Equity		1,573,918			1,833,256			1,454,510		(3,287,766	)		1,573,918
Total Liabilities and Shareholders' Equity	$	2,433,394		$	2,027,474		$	2,650,304	$	(3,732,586	)	$	3,378,586

Condensed Consolidating Balance Sheet as of October 29, 2010

		0000000000			0000000000			0000000000		0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	205,050		$	2,317		$	214,753	$	0		$	422,120
Accounts receivable, net		274			131,531			177,437		0			309,242
Inventories		0			118,567			143,806		0			262,373
Income tax refundable		12,548			0			5,258		0			17,806
Deferred income tax benefits		23,507			(1,627	)		15,659		0			37,539
Prepaid expenses		49			5,729			10,486		0			16,264
Other current assets		0			1			11,240		0			11,241
Total Current Assets		241,428			256,518			578,639		0			1,076,585
Property, Plant & Equipment, Net		1,249			162,407			110,114		0			273,770
Goodwill		0			246,176			493,554		0			739,730
Intangibles, Net		0			89,812			299,205		0			389,017
Debt Issuance Costs, Net		7,774			0			0		0			7,774
Deferred Income Tax Benefits		44,407			3,537			39,678		0			87,622
Other Assets		(69	)		2,004			11,305		0			13,240
Amounts Due From (To) Subsidiaries		41,529			271,345			0		(312,874	)		0
Investment in Subsidiaries		1,710,032			149,607			227,869		(2,087,508	)		0
Total Assets	$	2,046,350		$	1,181,406		$	1,760,364	$	(2,400,382	)	$	2,587,738
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	$	944		$	28,345		$	52,986	$	0		$	82,275
Accrued liabilities		18,662			73,870			122,562		0			215,094
Credit facilities		0			0			1,980		0			1,980
Current maturities of long-term debt		10,938			80			1,628		0			12,646
Deferred income tax liabilities		197			278			6,680		0			7,155
Federal and foreign income taxes		(727	)		(20,522	)		26,476		0			5,227
Total Current Liabilities		30,014			82,051			212,312		0			324,377
Long-Term Debt, Net		534,375			44,525			20,072		0			598,972
Deferred Income Tax Liabilities		40,300			123			86,658		0			127,081
Pension and Post-Retirement Obligations		16,629			42,279			46,425		0			105,333
Other Liabilities		9,533			251			6,692		0			16,476
Amounts Due To (From) Subsidiaries		0			0			310,115		(310,115	)		0
Shareholders' Equity		1,415,499			1,012,177			1,078,090		(2,090,267	)		1,415,499
Total Liabilities and
Shareholders' Equity	$	2,046,350		$	1,181,406		$	1,760,364	$	(2,400,382	)	$	2,587,738

Schedule Of Condensed Consolidating Statement Of Operations

Condensed Consolidating Statement of Operations for the fiscal year ended October 28, 2011

		0000000000000			0000000000000			0000000000000			0000000000000			0000000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales		$                  0			$        880,711			$        840,130			$         (2,856	)		$     1,717,985
Cost of Sales		0			563,033			568,088			(2,856	)		1,128,265
		0			317,678			272,042			0			589,720
Expenses
Selling, general and administrative		0			120,548			183,606			0			304,154
Research, development and engineering		0			39,352			55,153			0			94,505
Other (income) expense		0			38			(6,891	)		0			(6,853	)
Total Expenses		0			159,938			231,868			0			391,806
Operating Earnings from Continuing Operations		0			157,740			40,174			0			197,914
Interest income		(15,461	)		(4,702	)		(45,411	)		63,959			(1,615	)
Interest expense		33,270			22,178			48,727			(63,959	)		40,216
Loss on extinguishment of debt		831			0			0			0			831
Income (Loss) from Continuing Operations Before Taxes		(18,640	)		140,264			36,858			0			158,482
Income Tax Expense (Benefit)		(4,274	)		21,322			7,890			0			24,938
Income (Loss) From Continuing Operations Including Noncontrolling Interests		(14,366	)		118,942			28,968			0			133,544
Income Attributable to Noncontrolling Interests		0			0			(457	)		0			(457	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(14,366	)		118,942			28,511			0			133,087
Income From Discontinued Operations Attributable to Esterline, Net of Tax		0			(47	)		0			0			(47	)
Equity in Net Income of Consolidated Subsidiaries		147,406			16,523			13,103			(177,032	)		0
Net Earnings (Loss) Attributable to Esterline		$        133,040			$        135,418			$        41,614			$      (177,032	)		$       133,040

Condensed Consolidating Statement of Operations for the fiscal year ended October 29, 2010

		0000000000			0000000000			0000000000			0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales	$	0		$	788,677		$	738,811		$	(887	)	$	1,526,601
Cost of Sales		0			520,739			490,538			(887	)		1,010,390
		0			267,938			248,273			0			516,211
Expenses
Selling, general and administrative		0			121,115			137,175			0			258,290
Research, development and engineering		0			29,385			40,368			0			69,753
Other (income) expense		0			(12	)		4			0			(8	)
Total Expenses		0			150,488			177,547			0			328,035
Operating Earnings from
Continuing Operations		0			117,450			70,726			0			188,176
Interest income		(15,838	)		(2,516	)		(38,172	)		55,566			(960	)
Interest expense		28,948			20,023			39,776			(55,566	)		33,181
Loss on extinguishment of debt		1,206			0			0			0			1,206
Income (Loss) from Continuing Operations Before Taxes		(14,316	)		99,943			69,122			0			154,749
Income Tax Expense (Benefit)		(3,286	)		22,752			5,038			0			24,504
Income (Loss) From Continuing
Operations Including
Noncontrolling Interests		(11,030	)		77,191			64,084			0			130,245
Income Attributable to
Noncontrolling Interests		0			0			(206	)		0			(206	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(11,030	)		77,191			63,878			0			130,039
Income From Discontinued Operations Attributable to Esterline, Net of Tax		9,545			2,336			0			0			11,881
Equity in Net Income of Consolidated Subsidiaries		143,405			36,860			3,395			(183,660	)		0
Net Earnings (Loss) Attributable to Esterline	$	141,920		$	116,387		$	67,273		$	(183,660	)	$	141,920

Condensed Consolidating Statement of Operations for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales		$                  0			$        761,270			$        647,624			$           (1,435	)		$     1,407,459
Cost of Sales		0			512,090			443,506			(1,435	)		954,161
		0			249,180			204,118			0			453,298
Expenses
Selling, general and administrative		0			117,783			117,700			0			235,483
Research, development and engineering		0			27,771			36,685			0			64,456
Other expense (income)		4,202			10,652			(6,884	)		0			7,970
Total Expenses		4,202			156,206			147,501			0			307,909
Operating Earnings from Continuing Operations		(4,202	)		92,974			56,617			0			145,389
Interest income		(23,125	)		(3,717	)		(35,894	)		61,102			(1,634	)
Interest expense		26,983			23,925			38,883			(61,102	)		28,689
Income (Loss) from Continuing Operations Before Taxes		(8,060	)		72,766			53,628			0			118,334
Income Tax
Expense (Benefit)		(1,231	)		1,331			12,449			0			12,549
Income (Loss) From Continuing Operations Including Noncontrolling Interests		(6,829	)		71,435			41,179			0			105,785
Income Attributable to Noncontrolling Interests		0			0			(217	)		0			(217	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(6,829	)		71,435			40,962			0			105,568
Income From Discontinued Operations Attributable to Esterline, Net of Tax		0			14,230			0			0			14,230
Equity in Net Income of Consolidated Subsidiaries		126,627			22,717			5,733			(155,077	)		0
Net Earnings (Loss)
Attributable to Esterline		$        119,798			$        108,382			$         46,695			$        (155,077	)		$        119,798

Schedule Of Condensed Consolidating Statement Of Cash Flows

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011

		0000000000			0000000000			0000000000			0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	133,497		$	135,418		$	41,614		$	(177,032	)	$	133,497
Depreciation & amortization		0			35,616			49,042			0			84,658
Deferred income tax		11,438			707			(24,490	)		0			(12,345	)
Share-based compensation		0			3,617			4,346			0			7,963
Gain on sale of capital assets		0			(3,605	)		(79	)		0			(3,684	)
Working capital changes, net of effect of acquisitions
Accounts receivable		116			1,768			21,927			0			23,811
Inventories		0			(8,452	)		8,467			0			15
Prepaid expenses		(10	)		722			(45	)		0			667
Other current assets		(140	)		(300	)		(2,135	)		0			(2,575	)
Accounts payable		(132	)		(2,219	)		(591	)		0			(2,942	)
Accrued liabilities		362			(6,253	)		(4,618	)		0			(10,509	)
Federal & foreign income taxes		11,949			(6,050	)		(6,715	)		0			(816	)
Other liabilities		(16,200	)		(3,996	)		(2,787	)		0			(22,983	)
Other, net		8,164			(19,245	)		8,753			0			(2,328	)
		149,044			127,728			92,689			(177,032	)		192,429
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(328	)		(22,724	)		(26,455	)		0			(49,507	)
Escrow deposit		(14,033	)		0			0			0			(14,033	)
Proceeds from sale of capital assets		0			6,541			2,912			0			9,453
Acquisitions of businesses, net of cash acquired		0			(106,059	)		(708,875	)		0			(814,934	)
		(14,361	)		(122,242	)		(732,418	)		0			(869,021	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011

		0000000000			0000000000			0000000000			0000000000		0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,253			0			0			0		13,253
Excess tax benefits from stock option exercises		1,830			0			0			0		1,830
Proceeds from long-term credit facilities		395,000			0			5,014			0		400,014
Repayment of long-term debt and credit facilities		(155,313	)		(321	)		(9,282	)		0		(164,916	)
Proceeds from issuance of long-term debt		0			0			176,875			0		176,875
Proceeds from government assistance		0			0			15,000			0		15,000
Dividends paid to noncontrolling interest		0			0			(238	)		0		(238	)
Debt and other issuance costs		(3,640	)		0			(1,758	)		0		(5,398	)
Net change in intercompany financing		(541,098	)		5,972			358,094			177,032		0
		(289,968	)		5,651			543,705			177,032		436,420
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		72			(4	)		3,019			0		3,087
Net Increase (Decrease) in Cash and Cash Equivalents		(155,213	)		11,133			(93,005	)		0		(237,085	)
Cash and Cash Equivalents – Beginning of Year		205,050			2,317			214,753			0		422,120
Cash and Cash Equivalents – End of Year	$	49,837		$	13,450		$	121,748		$	0	$	185,035

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 29, 2010

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	141,920		$	116,387		$	67,479		$	(183,660	)	$	142,126
Depreciation & amortization		0			32,390			39,727			0			72,117
Deferred income tax		994			27			(11,018	)		0			(9,997	)
Share-based compensation		0			3,306			3,828			0			7,134
Gain on sale of discontinued operations		(14,625	)		0			0			0			(14,625	)
Working capital changes, net of effect of acquisitions
Accounts receivable		(274	)		(13,793	)		(25,097	)		0			(39,164	)
Inventories		0			1,483			9,251			0			10,734
Prepaid expenses		(49	)		(854	)		2,017			0			1,114
Other current assets		0			(1	)		2,286			0			2,285
Accounts payable		366			6,043			(5,553	)		0			856
Accrued liabilities		5,637			12,968			2,698			0			21,303
Federal & foreign income taxes		(777	)		(19,136	)		13,306			0			(6,607	)
Other liabilities		6,138			(6,550	)		(7,159	)		0			(7,571	)
Other, net		(8,173	)		10,872			(2,603	)		0			96
		131,157			143,142			89,162			(183,660	)		179,801
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(182	)		(18,920	)		(26,438	)		0			(45,540	)
Proceeds from sale of discontinued operations, net of cash		24,994			0			0			0			24,994
Proceeds from sale of capital assets		0			488			107			0			595
Acquisitions of businesses, net of cash acquired		0			(360	)		(408	)		0			(768	)
		24,812			(18,792	)		(26,739	)		0			(20,719	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 29, 2010

		0000000000			0000000000			0000000000			0000000000		0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,654			0			0			0		13,654
Excess tax benefits from stock option exercises		3,488			0			0			0		3,488
Net change in credit facilities		0			0			(4,015	)		0		(4,015	)
Repayment of long-term debt		(182,029	)		(385	)		(668	)		0		(183,082	)
Proceeds from issuance of long-term debt		250,000			0			0			0		250,000
Proceeds from government assistance		0			0			9,168			0		9,168
Debt and other issuance costs		(4,719	)		0			0			0		(4,719	)
Dividends paid to noncontrolling interest		0			0			(234	)		0		(234	)
Net change in intercompany financing		(79,220	)		(126,284	)		21,844			183,660		0
		1,174			(126,669	)		26,095			183,660		84,260
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		0			15			1,969			0		1,984
Net Increase (Decrease) in Cash and Cash Equivalents		157,143			(2,304	)		90,487			0		245,326
Cash and Cash Equivalents – Beginning of Year		47,907			4,621			124,266			0		176,794
Cash and Cash Equivalents – End of Year	$	205,050		$	2,317		$	214,753		$	0	$	422,120

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	119,798		$	108,382		$	46,912		$	(155,077	)	$	120,015
Depreciation & amortization		0			30,667			40,844			0			71,511
Deferred income tax		(7,128	)		(1,536	)		(2,804	)		0			(11,468	)
Share-based compensation		0			3,728			3,621			0			7,349
Gain on sale of discontinued operations		0			(26,481	)		0			0			(26,481	)
Working capital changes, net of effect of acquisitions
Accounts receivable		205			10,487			43,854			0			54,546
Inventories		0			10,273			(4,219	)		0			6,054
Prepaid expenses		26			(273	)		(3,643	)		0			(3,890	)
Other current assets		0			0			(15,428	)		0			(15,428	)
Accounts payable		68			(7,854	)		(11,001	)		0			(18,787	)
Accrued liabilities		(2,642	)		(7,726	)		(1,565	)		0			(11,933	)
Federal & foreign income taxes		(8,969	)		9,448			258			0			737
Other liabilities		2,928			(12,038	)		1,447			0			(7,663	)
Other, net		1			2,102			(9,996	)		0			(7,893	)
		104,287			119,179			88,280			(155,077	)		156,669
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(213	)		(36,459	)		(22,512	)		0			(59,184	)
Proceeds from sale of discontinued operations, net of cash		0			62,944			0			0			62,944
Proceeds from sale of capital assets		0			705			384			0			1,089
Acquisitions of businesses, net of cash acquired		0			(89,812	)		(165,394	)		0			(255,206	)
		(213	)		(62,622	)		(187,522	)		0			(250,357	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		3,137			0			0			0		3,137
Excess tax benefits from stock option exercises		119			0			0			0		119
Net change in credit facilities		0			0			99			0		99
Repayment of long-term debt		(33,019	)		(740	)		(685	)		0		(34,444	)
Proceeds from issuance of long-term debt		125,000			0			0			0		125,000
Proceeds from government assistance		0			0			11,145			0		11,145
Debt and other issuance costs		(1,258	)		0			0			0		(1,258	)
Dividends paid to noncontrolling interests		0			0			(283	)		0		(283	)
Net change in intercompany financing		(231,030	)		(72,854	)		148,807			155,077		0
		(137,051	)		(73,594	)		159,083			155,077		103,515
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		0			(255	)		6,577			0		6,322
Net Increase (Decrease) in Cash and Cash Equivalents		(32,977	)		(17,292	)		66,418			0		16,149
Cash and Cash Equivalents – Beginning of Year		80,884			21,913			57,848			0		160,645
Cash and Cash Equivalents – End of Year	$	47,907		$	4,621		$	124,266		$	0	$	176,794

XML

Guarantors (Schedule Of Condensed Consolidating Statement Of Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended													12 Months Ended
	Oct. 28, 2011		Jul. 29, 2011		Apr. 29, 2011		Jan. 28, 2011	Oct. 29, 2010		Jul. 30, 2010		Apr. 30, 2010	Jan. 29, 2010	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Guarantor Obligations [Line Items]
Net Sales	$ 502,397		$ 409,512		$ 435,277		$ 370,799	$ 430,450		$ 378,349		$ 382,492	$ 335,310	$ 1,717,985	$ 1,526,601	$ 1,407,459
Cost of Sales														1,128,265	1,010,390	954,161
Gross Profit	153,112		143,539		160,947		132,122	157,949		128,955		126,636	102,671	589,720	516,211	453,298
Selling, general and administrative														304,154	258,290	235,483
Research, development and engineering														94,505	69,753	64,456
Other (income) expense														(6,853)	(8)	7,970
Total Expenses														391,806	328,035	307,909
Operating Earnings from Continuing Operations														197,914	188,176	145,389
Interest income														(1,615)	(960)	(1,634)
Interest expense														40,216	33,181	28,689
Loss on extinguishment of debt														831	1,206	0
Income From Continuing Operations Before Income Taxes														158,482	154,749	118,334
Income Tax Expense (Benefit)														24,938	24,504	12,549
Income (Loss) from Continuing Operations Including Noncontrolling Interests														133,544	130,245	105,785
Income Attributable to Noncontrolling Interests														(457)	(206)	(217)
Income From Continuing Operations Attributable to Esterline, Net of Tax	19,412	[1],[2],[3],[4]	37,741	[5]	45,951	[6]	29,983	49,291	[7],[8]	39,253	[7]	29,110	12,385	133,087	130,039	105,568
Income From Discontinued Operations Attributable to Esterline, Net of Tax	28		(46)		(37)		8	10,398		605		538	340	(47)	11,881	14,230
Equity in Net Income of Consolidated Subsidiaries														0	0	0
Net Earnings Attributable to Esterline	19,440		37,695		45,914		29,991	59,689		39,858		29,648	12,725	133,040	141,920	119,798
Parent [Member]
Guarantor Obligations [Line Items]
Net Sales														0	0	0
Cost of Sales														0	0	0
Gross Profit														0	0	0
Selling, general and administrative														0	0	0
Research, development and engineering														0	0	0
Other (income) expense														0	0	4,202
Total Expenses														0	0	4,202
Operating Earnings from Continuing Operations														0	0	(4,202)
Interest income														(15,461)	(15,838)	(23,125)
Interest expense														33,270	28,948	26,983
Loss on extinguishment of debt														831	1,206
Income From Continuing Operations Before Income Taxes														(18,640)	(14,316)	(8,060)
Income Tax Expense (Benefit)														(4,274)	(3,286)	(1,231)
Income (Loss) from Continuing Operations Including Noncontrolling Interests														(14,366)	(11,030)	(6,829)
Income Attributable to Noncontrolling Interests														0	0	0
Income From Continuing Operations Attributable to Esterline, Net of Tax														(14,366)	(11,030)	(6,829)
Income From Discontinued Operations Attributable to Esterline, Net of Tax														0	9,545	0
Equity in Net Income of Consolidated Subsidiaries														147,406	143,405	126,627
Net Earnings Attributable to Esterline														133,040	141,920	119,798
Guarantor Subsidiaries [Member]
Guarantor Obligations [Line Items]
Net Sales														880,711	788,677	761,270
Cost of Sales														563,033	520,739	512,090
Gross Profit														317,678	267,938	249,180
Selling, general and administrative														120,548	121,115	117,783
Research, development and engineering														39,352	29,385	27,771
Other (income) expense														38	(12)	10,652
Total Expenses														159,938	150,488	156,206
Operating Earnings from Continuing Operations														157,740	117,450	92,974
Interest income														(4,702)	(2,516)	(3,717)
Interest expense														22,178	20,023	23,925
Loss on extinguishment of debt														0	0
Income From Continuing Operations Before Income Taxes														140,264	99,943	72,766
Income Tax Expense (Benefit)														21,322	22,752	1,331
Income (Loss) from Continuing Operations Including Noncontrolling Interests														118,942	77,191	71,435
Income Attributable to Noncontrolling Interests														0	0	0
Income From Continuing Operations Attributable to Esterline, Net of Tax														118,942	77,191	71,435
Income From Discontinued Operations Attributable to Esterline, Net of Tax														(47)	2,336	14,230
Equity in Net Income of Consolidated Subsidiaries														16,523	36,860	22,717
Net Earnings Attributable to Esterline														135,418	116,387	108,382
Non-Guarantor Subsidiaries [Member]
Guarantor Obligations [Line Items]
Net Sales														840,130	738,811	647,624
Cost of Sales														568,088	490,538	443,506
Gross Profit														272,042	248,273	204,118
Selling, general and administrative														183,606	137,175	117,700
Research, development and engineering														55,153	40,368	36,685
Other (income) expense														(6,891)	4	(6,884)
Total Expenses														231,868	177,547	147,501
Operating Earnings from Continuing Operations														40,174	70,726	56,617
Interest income														(45,411)	(38,172)	(35,894)
Interest expense														48,727	39,776	38,883
Loss on extinguishment of debt														0	0
Income From Continuing Operations Before Income Taxes														36,858	69,122	53,628
Income Tax Expense (Benefit)														7,890	5,038	12,449
Income (Loss) from Continuing Operations Including Noncontrolling Interests														28,968	64,084	41,179
Income Attributable to Noncontrolling Interests														(457)	(206)	(217)
Income From Continuing Operations Attributable to Esterline, Net of Tax														28,511	63,878	40,962
Income From Discontinued Operations Attributable to Esterline, Net of Tax														0	0	0
Equity in Net Income of Consolidated Subsidiaries														13,103	3,395	5,733
Net Earnings Attributable to Esterline														41,614	67,273	46,695
Eliminations [Member]
Guarantor Obligations [Line Items]
Net Sales														(2,856)	(887)	(1,435)
Cost of Sales														(2,856)	(887)	(1,435)
Gross Profit														0	0	0
Selling, general and administrative														0	0	0
Research, development and engineering														0	0	0
Other (income) expense														0	0	0
Total Expenses														0	0	0
Operating Earnings from Continuing Operations														0	0	0
Interest income														63,959	55,566	61,102
Interest expense														(63,959)	(55,566)	(61,102)
Loss on extinguishment of debt														0	0
Income From Continuing Operations Before Income Taxes														0	0	0
Income Tax Expense (Benefit)														0	0	0
Income (Loss) from Continuing Operations Including Noncontrolling Interests														0	0	0
Income Attributable to Noncontrolling Interests														0	0	0
Income From Continuing Operations Attributable to Esterline, Net of Tax														0	0	0
Income From Discontinued Operations Attributable to Esterline, Net of Tax														0	0	0
Equity in Net Income of Consolidated Subsidiaries														(177,032)	(183,660)	(155,077)
Net Earnings Attributable to Esterline														$ (177,032)	$ (183,660)	$ (155,077)

[1] Included a $2.0 million gain on sale of an engineered materials facility, net of tax.

[2] Included $16.4 million in acquisition-related accounting charges, net of tax. The operating loss at Souriau accounted for $14.3 million, net of tax, and was principally due to the adjustment of inventory to fair value. Approximately $1.3 million, net of tax, was due to the adjustment of Eclipse inventory to fair value. Approximately $0.9 million, net of tax, was due to Souriau acquisition-related expenses.

[3] Included a $2.6 million charge for contract assertions, net of tax. Approximately $1.3 million, net of tax, was due to a charge at control systems for engineering costs not probable of recovery from the customer. Approximately $1.0 million, net of tax, was principally due to the write off of accounts receivable related to a manufacturing license at defense technologies. Approximately $0.4 million, net of tax, was due to a late delivery penalty at engineered materials.

[4] Included $1.2 million in working capital charges, net of tax. Approximately $0.7 million, net of tax, was due to an inventory and trade accounts receivable write off at advanced sensors. Approximately $0.5 million, net of tax, was due to an inventory write off at defense technologies.

[5] Included $5.2 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. This release resulted from the expiration of a statute of limitations.

[6] Included $3.1 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

[7] Included $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. Of the $7.6 million, $6.4 million was included in third quarter 2010 and $1.2 million was included in fourth quarter 2010, respectively. This release resulted from the expiration of a statute of limitations.

[8] Included $2.5 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

XML

Consolidated Statement Of Shareholders' Equity And Comprehensive Income (Loss) (USD $) In Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interests [Member]	Comprehensive Income (Loss) [Member]	Total
Beginning of year at Oct. 31, 2008	$ 5,927	$ 493,972	$ 613,063	$ (86,621)	$ 2,797
Shares issued under stock option plans	28	3,228
Net earnings			119,798			119,798	119,798
Share-based compensation expense		7,349
Change in fair value of derivative financial instruments, net of tax (expense) benefit				24,179		24,179
Change in pension and post-retirement obligations, net of tax (expense) benefit				(20,265)		(20,265)
Foreign currency translation adjustment				92,363		92,363
Net changes in equity attributable to noncontrolling interest					(66)
Comprehensive Income (Loss)						216,075
End of year at Oct. 30, 2009	5,955	504,549	732,861	9,656	2,731		1,255,752
Shares issued under stock option plans	101	17,041
Net earnings			141,920			141,920	141,920
Share-based compensation expense		7,134
Change in fair value of derivative financial instruments, net of tax (expense) benefit				(1,407)		(1,407)
Change in pension and post-retirement obligations, net of tax (expense) benefit				(10,618)		(10,618)
Foreign currency translation adjustment				5,604		5,604
Net changes in equity attributable to noncontrolling interest					(28)
Comprehensive Income (Loss)						135,499
End of year at Oct. 29, 2010	6,056	528,724	874,781	3,235	2,703		1,415,499
Shares issued under stock option plans	67	15,016
Net earnings			133,040			133,040	133,040
Share-based compensation expense		7,963
Change in fair value of derivative financial instruments, net of tax (expense) benefit				(5,934)		(5,934)
Change in pension and post-retirement obligations, net of tax (expense) benefit				(9,986)		(9,986)
Foreign currency translation adjustment				9,873		9,873
Net changes in equity attributable to noncontrolling interest					8,380
Comprehensive Income (Loss)						126,993
End of year at Oct. 28, 2011	$ 6,123	$ 551,703	$ 1,007,821	$ (2,812)	$ 11,083		$ 1,573,918

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Quarterly Financial Data (Details) (USD $)	3 Months Ended																12 Months Ended
	Oct. 28, 2011		Jul. 29, 2011		Apr. 29, 2011		Jan. 28, 2011		Oct. 29, 2010		Jul. 30, 2010		Apr. 30, 2010		Jan. 29, 2010		Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Net sales	$ 502,397,000		$ 409,512,000		$ 435,277,000		$ 370,799,000		$ 430,450,000		$ 378,349,000		$ 382,492,000		$ 335,310,000		$ 1,717,985,000	$ 1,526,601,000	$ 1,407,459,000
Gross margin	153,112,000		143,539,000		160,947,000		132,122,000		157,949,000		128,955,000		126,636,000		102,671,000		589,720,000	516,211,000	453,298,000
Income from continuing operations	19,412,000	[1],[2],[3],[4]	37,741,000	[5]	45,951,000	[6]	29,983,000		49,291,000	[7],[8]	39,253,000	[7]	29,110,000		12,385,000		133,087,000	130,039,000	105,568,000
Income from discontinued operations	28,000		(46,000)		(37,000)		8,000		10,398,000		605,000		538,000		340,000		(47,000)	11,881,000	14,230,000
Net Earnings Attributable to Esterline	19,440,000		37,695,000		45,914,000		29,991,000		59,689,000		39,858,000		29,648,000		12,725,000		133,040,000	141,920,000	119,798,000
Continuing operations	$ 0.64		$ 1.23		$ 1.51		$ 0.99		$ 1.63		$ 1.31		$ 0.97		$ 0.42		$ 4.36	$ 4.34	$ 3.55
Discontinued operations	$ 0.00		$ 0.00		$ 0.00		$ 0.00		$ 0.35		$ 0.02		$ 0.02		$ 0.01		$ 0.00	$ 0.39	$ 0.48
Earnings Per Share Attributable to Esterline - Basic	$ 0.64		$ 1.23		$ 1.51		$ 0.99		$ 1.98		$ 1.33		$ 0.99		$ 0.43		$ 4.36	$ 4.73	$ 4.03
Continuing operations	$ 0.62		$ 1.21		$ 1.47		$ 0.97		$ 1.60		$ 1.28		$ 0.96		$ 0.41		$ 4.27	$ 4.27	$ 3.52
Discontinued operations	$ 0.00		$ 0.00		$ 0.00		$ 0.00		$ 0.34		$ 0.02		$ 0.02		$ 0.01		$ 0.00	$ 0.39	$ 0.48
Earnings Per Share Attributable to Esterline - Diluted	$ 0.62	[9]	$ 1.21	[9]	$ 1.47	[9]	$ 0.97	[9]	$ 1.94	[9]	$ 1.30	[9]	$ 0.98	[9]	$ 0.42	[9]	$ 4.27	$ 4.66	$ 4.00
Reduction of valuation related to net operating losses and foreign tax credits					3,100,000				2,500,000										1,026,000
Acquisition-related accounting charges																	16,400,000
Charges related to contract assertions																	2,600,000
Working capital charges																	1,200,000
Tax adjustments			5,200,000						1,200,000		6,400,000							7,600,000
Souriau Group [Member]
Acquisition-related accounting charges																	900,000
Operating loss due to the adjustment of inventory to fair value																	14,300,000
Eclipse Electronic Systems, Inc [Member]
Operating loss due to the adjustment of inventory to fair value																	1,300,000
Control Systems For Engineering Costs [Member]
Charges related to contract assertions																	1,300,000
Manufacturing License At Defense Technologies [Member]
Charges related to contract assertions																	1,000,000
Working capital charges																	500,000
Engineered Materials [Member]
Charges related to contract assertions																	400,000
Advanced Sensors [Member]
Working capital charges																	$ 700,000

[1] Included a $2.0 million gain on sale of an engineered materials facility, net of tax.

[2] Included $16.4 million in acquisition-related accounting charges, net of tax. The operating loss at Souriau accounted for $14.3 million, net of tax, and was principally due to the adjustment of inventory to fair value. Approximately $1.3 million, net of tax, was due to the adjustment of Eclipse inventory to fair value. Approximately $0.9 million, net of tax, was due to Souriau acquisition-related expenses.

[3] Included a $2.6 million charge for contract assertions, net of tax. Approximately $1.3 million, net of tax, was due to a charge at control systems for engineering costs not probable of recovery from the customer. Approximately $1.0 million, net of tax, was principally due to the write off of accounts receivable related to a manufacturing license at defense technologies. Approximately $0.4 million, net of tax, was due to a late delivery penalty at engineered materials.

[4] Included $1.2 million in working capital charges, net of tax. Approximately $0.7 million, net of tax, was due to an inventory and trade accounts receivable write off at advanced sensors. Approximately $0.5 million, net of tax, was due to an inventory write off at defense technologies.

[5] Included $5.2 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. This release resulted from the expiration of a statute of limitations.

[6] Included $3.1 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

[7] Included $7.6 million benefit as a result of the release of tax reserves for uncertain tax positions associated with losses on the disposition of assets. Of the $7.6 million, $6.4 million was included in third quarter 2010 and $1.2 million was included in fourth quarter 2010, respectively. This release resulted from the expiration of a statute of limitations.

[8] Included $2.5 million reduction of valuation allowances related to net operating losses and foreign tax credits that were generated in prior years.

[9] The sum of the 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.

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Retirement Benefits (Reconciliation Of Benefit Obligation, Plan Assets And Funded Status) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Plan Assets - Beginning balance	$ 269,889,000
Plan Assets - Company contribution	8,203,000	7,533,000	7,418,000
Plan Assets - Ending balance	300,826,000	269,889,000
Defined Benefit Pension Plans [Member]
Service cost	8,583,000	7,370,000	5,413,000
Interest cost	19,044,000	18,950,000	19,151,000
Post-Retirement Benefit Plans [Member]
Service cost	447,000	326,000	366,000
Interest cost	754,000	785,000	773,000
Benefit Obligation [Member] | Defined Benefit Pension Plans [Member]
Beginning balance	360,859,000	313,071,000
Currency translation adjustment	3,697,000	5,111,000
Service cost	8,583,000	7,370,000
Interest cost	19,044,000	18,950,000
One-time charge benefit adjustment	0	646,000
Plan participants contributions	95,000	146,000
Amendment	0	0
Actuarial (gain) loss	18,490,000	35,117,000
Acquisitions	10,147,000	0
Benefits paid	(19,336,000)	(19,552,000)
Ending balance	401,579,000	360,859,000
Benefit Obligation [Member] | Post-Retirement Benefit Plans [Member]
Beginning balance	15,078,000	12,891,000
Currency translation adjustment	384,000	498,000
Service cost	447,000	326,000
Interest cost	754,000	785,000
One-time charge benefit adjustment	0	(425,000)
Plan participants contributions	0	0
Amendment	(287,000)	0
Actuarial (gain) loss	(880,000)	1,774,000
Acquisitions	0	0
Benefits paid	(1,104,000)	(771,000)
Ending balance	14,392,000	15,078,000
Plan Assets - Fair Value [Member] | Defined Benefit Pension Plans [Member]
Plan participants contributions	95,000	146,000
Benefits paid	(19,336,000)	(19,659,000)
Plan Assets - Beginning balance	269,889,000	230,186,000
Plan Assets - Currency translation adjustment	2,873,000	4,932,000
Plan Assets - Realized and unrealized gain (loss) on plan assets	14,936,000	33,610,000
Plan Assets - Acquisitions	0	0
Plan Assets - Company contribution	33,228,000	21,284,000
Plan Assets - Expenses paid	(859,000)	(610,000)
Plan Assets - Ending balance	300,826,000	269,889,000
Plan Assets - Fair Value [Member] | Post-Retirement Benefit Plans [Member]
Plan participants contributions	0	0
Benefits paid	(805,000)	(771,000)
Plan Assets - Beginning balance	291,000	0
Plan Assets - Currency translation adjustment	4,000	0
Plan Assets - Realized and unrealized gain (loss) on plan assets	0	0
Plan Assets - Acquisitions	0	0
Plan Assets - Company contribution	510,000	1,062,000
Plan Assets - Expenses paid	0	0
Plan Assets - Ending balance	0	291,000
Funded Status [Member] | Defined Benefit Pension Plans [Member]
Ending balance	401,579,000	360,859,000
Plan Assets - Ending balance	300,826,000	269,889,000
Funded Status, Net amount recognized	(100,753,000)	(90,970,000)
Funded Status [Member] | Post-Retirement Benefit Plans [Member]
Ending balance	14,392,000	15,078,000
Plan Assets - Ending balance	0	291,000
Funded Status, Net amount recognized	$ (14,392,000)	$ (14,787,000)

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Fair Value Measurements (Tables)

12 Months Ended

Oct. 28, 2011

Fair Value Measurements [Abstract]

Schedule Of Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis

	Level 2
In Thousands	2011		2010
Assets:
Derivative contracts designated as hedging instruments	$	7,553	$	11,552
Derivative contracts not designated as hedging instruments	$	2,214	$	1,256
Embedded derivatives	$	38	$	23
Liabilities:
Derivative contracts designated as hedging instruments	$	1,632	$	950
Derivative contracts not designated as hedging instruments	$	1,070	$	782
Embedded derivatives	$	895	$	1,815
	Level 3
In Thousands	2011		2010
Liabilities:
Contingent purchase obligation	$	13,350	$	0

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Derivative Financial Instruments (Effect Of Derivative Instruments On Consolidated Statement Of Operations) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010
Fair Value Hedges [Member] | Interest Expense [Member]
Interest rate swap contracts	$ 2,547	$ 2,772
Fair Value Hedges [Member] | Sales [Member]
Embedded derivatives	929	(1,476)
Fair Value Hedges [Member] | Loss On Early Extinguishment Of Debt [Member]
Interest rate swap contracts	0	3,744
Cash Flow Hedges [Member] | Sales [Member]
Amount of gain (loss) reclassified from AOCI into income	10,092	11,042
Cash Flow Hedges [Member] | Accumulated Other Comprehensive Income (Loss) [Member]
Amount of (loss) gain recognized in AOCI (effective portion)	(18,307)	(13,495)
Euro Term Loan [Member] | Accumulated Other Comprehensive Income (Loss) [Member]
Net Investment Hedges	$ 5,054	$ 0

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Acquisitions

12 Months Ended

Oct. 28, 2011

Acquisitions [Abstract]

Acquisitions

NOTE 15: Acquisitions

On July 26, 2011, the Company acquired the Souriau Group (Souriau) for approximately $726.7 million, including cash of $17.8 million. Souriau is a leading global supplier of highly engineered connectors for harsh environments serving aerospace, defense & space, power generation, rail, and industrial equipment markets. Souriau is included in the Sensors & Systems segment.

The following summarizes the allocation of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The allocation of the purchase price is preliminary. Differences between the preliminary and final purchase price allocation could be material. We have not completed our analysis estimating the fair value of property, plant and equipment, intangible assets, income tax liabilities and certain contingent liabilities. The estimated fair value adjustment for inventory is $41.7 million, which will be recognized as cost of goods sold over 4.5 months, which is the estimated inventory turnover. The purchase price includes the value of future development of existing technologies, the introduction of new technologies, and the addition of new customers. These factors resulted in recording goodwill of $355.7 million. The amount allocated to goodwill is not deductible for income tax purposes. The Company incurred transaction expenses of $9.2 million, which were recorded in selling, general and administrative expense. The Company also benefited from $6.3 million in gains related to foreign currency fluctuation associated with acquiring Souriau. In the period from July 26, 2011, through October 28, 2011, Souriau recognized a net loss of $19.2 million on sales of $77.9 million.

In Thousands

As of July 26, 2011

Current assets	$      228,694
Property, plant and equipment	91,843
Intangible assets subject to amortization
Programs (15 year weighted average useful life)	233,903
Trade name (10 year weighted average useful life)	46,075
Goodwill	355,735
Other assets	553
Total assets acquired	956,803
Current liabilities assumed	111,932
Long-term liabilities assumed	109,797
Noncontrolling interest	8,369
Net assets acquired	$      726,705

Pro Forma Financial Information

The following pro forma financial information shows the results of continuing operations for the years ended October 28, 2011, and October 29, 2010, respectively, as though the acquisition of Souriau had occurred at the beginning of each respective fiscal year. The pro forma financial information includes, where applicable, adjustments for: (i) the amortization of acquired intangible assets, (ii) additional interest expense on acquisition related borrowings and (iii) the income tax effect on the pro forma adjustments. The pro forma adjustments related to the acquisition of Souriau are based on a preliminary purchase price allocation. Differences between the preliminary and final purchase price allocation could have an impact on the pro forma financial information presented and such impact could be material. The pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated above or the results that may be obtained in the future.

		00000000000		00000000000
In Thousands	2011		2010
Pro forma net sales	$	1,972,079	$	1,813,975
Pro forma net income	$	159,353	$	147,599
Basic earnings per share as reported	$	4.36	$	4.73
Pro forma basic earnings per share	$	5.22	$	4.92
Diluted earnings per share as reported	$	4.27	$	4.66
Pro forma diluted earnings per share	$	5.12	$	4.84

On December 30, 2010, the Company acquired Eclipse Electronic Systems, Inc. (Eclipse) for $123.8 million. The purchase price includes cash of $14.0 million in contingent consideration, which was deposited in an escrow account and will be paid to the seller if certain performance objectives are met over the three-year period. The estimated fair value of the contingent consideration is $13.4 million. Eclipse is a designer and manufacturer of embedded communication intercept receivers for signal intelligence applications and is included in the Avionics & Controls segment.

The following summarizes the allocation of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The purchase price includes the value of future development of existing technologies, the introduction of new technologies, and the addition of new customers. These factors resulted in recording goodwill of $67.6 million. The amount allocated to goodwill is not deductible for income tax purposes.

In Thousands

As of December 30, 2010

Current assets	$        31,826
Property, plant and equipment	2,154
Intangible assets subject to amortization
Technology (10 year weighted average useful life)	53,200
Goodwill	67,613
Total assets acquired	154,793
Current liabilities assumed	35,974
Long-term liabilities assumed	8,350
Net assets acquired	$      110,469

The above acquisitions were accounted for under the purchase method of accounting and the results of operations were included from the effective date of each acquisition.

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Derivative Financial Instruments (Tables)

12 Months Ended

Oct. 28, 2011

Derivative Financial Instruments [Abstract]

Fair Values Of Derivative Instruments In The Consolidated Balance Sheet

		Fair Value
In Thousands	Classification	2011		2010
Foreign Currency Forward Exchange Contracts:	Other current assets	$	7,092	$	11,218
	Other assets		1,321		1,590
	Accrued liabilities		1,606		1,563
	Other liabilities		1,096		169
Embedded Derivative Instruments:	Other current assets	$	38	$	23
	Accrued liabilities		82		189
	Other liabilities		813		1,626
Interest Rate Swap:	Long-term debt, net of current maturities	$	1,354	$	0

Effect Of Derivative Instruments On The Consolidated Statement Of Operations

In Thousands	Location of         Gain (Loss)	2011			2010
Fair Value Hedges:
Interest rate swap contracts	Interest Expense	$	2,547		$	2,772
Interest rate swap contracts	Loss on Early
	Extinguishment of Debt	$	0		$	3,744
Embedded derivatives	Sales	$	929		$	(1,476	)
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of (loss) gain recognized in AOCI (effective portion)	AOCI	$	(18,307	)	$	(13,495	)
Amount of gain (loss) reclassified from AOCI into income	Sales	$	10,092		$	11,042
Net Investment Hedges:
Euro term loan	AOCI	$	5,054		$	0

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Valuation And Qualifying Accounts (Details) (Reserve For Doubtful Accounts Receivable [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011		Oct. 29, 2010		Oct. 30, 2009
Reserve For Doubtful Accounts Receivable [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	$ 4,865		$ 5,297		$ 5,191
Charged to Costs & Expenses	1,407		644		738
Other	1,081	[1]	0	[1]	3	[1]
Deductions	(290)	[2]	(1,076)	[2]	(635)	[2]
Balance at End of Year	$ 7,063		$ 4,865		$ 5,297

[1] Acquisition-related addition.

[2] Uncollectible accounts written off, net of recoveries.

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Business Segment Information

12 Months Ended

Oct. 28, 2011

Business Segment Information [Abstract]

Business Segment Information

NOTE 17: Business Segment Information

The Company's businesses are organized and managed in three reporting segments: Avionics & Controls, Sensors & Systems and Advanced Materials. Operating segments within each reporting segment are aggregated. Operations within the Avionics & Controls segment focus on integrated cockpit systems, technology interface systems for commercial and military aircraft, and similar devices for land- and sea-based military vehicles, secure communication systems, military audio and data products, embedded communication intercept receivers, specialized medical equipment and other industrial applications. Sensors & Systems includes operations that produce high-precision temperature and pressure sensors, electrical power switching, electrical interconnection systems, and other related systems principally for aerospace and defense customers. The Advanced Materials segment focuses on thermally engineered components for critical aerospace applications, high-performance elastomer products used in a wide range of commercial aerospace and military applications, and combustible ordnance and warfare countermeasure devices. All segments include sales to domestic, international, 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.

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

		000000000000			000000000000			000000000000
In Thousands	2011			2010			2009
Sales
Avionics & Controls	$	841,939		$	790,016		$	672,828
Sensors & Systems		414,609			298,559			321,753
Advanced Materials		461,437			438,026			412,878
	$	1,717,985		$	1,526,601		$	1,407,459
Income From Continuing Operations
Avionics & Controls	$	135,187		$	125,888		$	99,313
Sensors & Systems		22,536			33,894			31,739
Advanced Materials		82,307			68,785			53,602
Segment Earnings		240,030			228,567			184,654
Corporate expense		(48,969	)		(40,399	)		(31,295	)
Other income (expense)		6,853			8			(7,970	)
Loss on extinguishment of debt		(831	)		(1,206	)		0
Interest income		1,615			960			1,634
Interest expense		(40,216	)		(33,181	)		(28,689	)
	$	158,482		$	154,749		$	118,334

		000000000000		000000000000		000000000000
In Thousands	2011		2010		2009
Identifiable Assets
Avionics & Controls		$    1,333,735		$    1,253,605		$    1,168,102
Sensors & Systems		1,349,776		432,099		447,325
Advanced Materials		563,662		607,040		573,284
Corporate1		131,413		294,994		125,536
		$    3,378,586		$    2,587,738		$    2,314,247
Capital Expenditures 2
Avionics & Controls 2		$         22,369		$         11,892		$         30,698
Sensors & Systems		10,469		8,021		8,207
Advanced Materials		16,341		25,309		19,512
Discontinued Operations		0		123		490
Corporate		328		195		277
		$         49,507		$         45,540		$         59,184
Depreciation and Amortization
Avionics & Controls		$         38,391		$         32,841		$         28,521
Sensors & Systems		20,523		13,264		15,154
Advanced Materials		23,439		22,914		24,830
Discontinued Operations		0		583		638
Corporate		2,305		2,515		2,368
		$         84,658		$         72,117		$         71,511

¹  Primarily cash and deferred tax assets (see Note 10).

²  Excludes capital expenditures accounted for as a capitalized lease obligation of $8,139 and $28,202 in fiscal 2010 and 2009, respectively.

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

		000000000000			000000000000			000000000000
In Thousands	2011			2010			2009
Sales
Domestic
Unaffiliated customers – U.S.		$      747,021			$      666,645			$      618,614
Unaffiliated customers – export		171,416			147,008			155,617
Intercompany		32,197			25,491			17,185
		950,634			839,144			791,416
Canada
Unaffiliated customers		317,924			287,365			218,177
Intercompany		5,318			4,490			4,089
		323,242			291,855			222,266
France
Unaffiliated customers		160,993			98,641			155,494
Intercompany		17,724			12,104			20,098
		178,717			110,745			175,592
United Kingdom
Unaffiliated customers		228,383			255,313			230,164
Intercompany		23,563			12,232			12,648
		251,946			267,545			242,812
All Other Foreign
Unaffiliated customers		92,248			71,629			29,393
Intercompany		29,640			14,533			2,626
		121,888			86,162			32,019
Eliminations		(108,442	)		(68,850	)		(56,646	)
		$    1,717,985			$    1,526,601			$    1,407,459

		000000000000			000000000000		000000000000
In Thousands	2011			2010		2009
Segment Earnings1
Domestic	$	178,145		$	132,966	$	118,349
Canada		38,027			35,583		18,279
France		(7,615	)		16,096		15,268
United Kingdom		24,305			39,250		28,435
All other foreign		7,168			4,672		4,323
	$	240,030		$	228,567	$	184,654
Identifiable Assets2
Domestic	$	947,896		$	756,043	$	760,480
Canada		583,042			638,199		565,434
France		1,050,999			214,669		211,152
United Kingdom		582,436			614,523		586,795
All other foreign		82,800			69,310		64,850
	$	3,247,173		$	2,292,744	$	2,188,711

¹  Before corporate expense, shown on page 70.

²  Excludes corporate, shown on page 71.

The Company's principal foreign operations consist of manufacturing facilities located in Canada, France, Germany, the United Kingdom, India, Morocco, the Dominican Republic, Mexico, and China and include sales and service operations located in Singapore and China. Intercompany sales are at prices comparable with sales to unaffiliated customers. U.S. government sales as a percent of Advanced Materials and Avionics & Controls sales were 19.9% and 3.8%, respectively, in fiscal 2011 and 7.0% of consolidated sales. In fiscal 2010, U.S. government sales as a percent of Advanced Materials and Avionics & Controls sales were 25.2% and 5.9%, respectively, and 10.0% of consolidated sales. In fiscal 2009, U.S. government sales as a percent of Advanced Materials and Avionics & Controls sales were 23.3% and 5.5%, respectively, and 10.0% 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:

		00000000			00000000			00000000
	2011			2010			2009
Sensors		8	%		8	%		10%
Avionics		16	%		17	%		14%

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Income Taxes (Schedule Of U.S. And Foreign Components Of Income From Continuing Operations Before Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Income Taxes [Abstract]
U.S.	$ 110,798	$ 71,980	$ 75,287
Foreign	47,684	82,769	43,047
Income From Continuing Operations Before Income Taxes	$ 158,482	$ 154,749	$ 118,334

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Consolidated Statement Of Shareholders' Equity And Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Consolidated Statement Of Shareholders' Equity And Comprehensive Income (Loss) [Abstract]
Common Stock, par value	$ 0.20	$ 0.20	$ 0.20
Change in fair value of derivative financial instrument tax effect	$ 2,282	$ 1,045	$ (11,072)
Change in pension and post-retirement obligations tax effect	$ 5,060	$ 3,741	$ 11,636

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Consolidated Balance Sheet (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011	Oct. 29, 2010
Assets
Cash and cash equivalents	$ 185,035	$ 422,120
Cash in escrow	5,011	0
Accounts receivable, net of allowances of $7,063 and $4,865	369,826	309,242
Inventories	402,548	262,373
Income tax refundable	2,857	17,806
Deferred income tax benefits	48,251	37,539
Prepaid expenses	19,245	16,264
Other current assets	6,540	11,241
Total Current Assets	1,039,313	1,076,585
Property, Plant and Equipment
Land	34,029	28,583
Buildings	225,600	186,435
Machinery and equipment	410,291	330,986
Property, Plant and Equipment, Gross	669,920	546,004
Accumulated depreciation	301,504	272,234
Total Property, Plant and Equipment	368,416	273,770
Other Non-Current Assets
Goodwill	1,163,725	739,730
Intangibles, net	693,915	389,017
Debt issuance costs, net of accumulated amortization of $2,700 and $4,536	10,695	7,774
Deferred income tax benefits	79,605	87,622
Other assets	22,917	13,240
Total Assets	3,378,586	2,587,738
Liabilities and Shareholders' Equity
Accounts payable	119,888	82,275
Accrued liabilities	270,422	215,094
Credit facilities	5,000	1,980
Current maturities of long-term debt	11,595	12,646
Deferred income tax liabilities	9,538	7,155
Federal and foreign income taxes	1,918	5,227
Total Current Liabilities	418,361	324,377
Long-Term Liabilities
Credit facilities	360,000	0
Long-term debt, net of current maturities	660,028	598,972
Deferred income tax liabilities	238,709	127,081
Pension and post-retirement obligations	107,877	105,333
Other liabilities	19,693	16,476
Shareholders' Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued and outstanding 30,613,448 and 30,279,509 shares	6,123	6,056
Additional paid-in capital	551,703	528,724
Retained earnings	1,007,821	874,781
Accumulated other comprehensive income (loss)	(2,812)	3,235
Total Esterline shareholders' equity	1,562,835	1,412,796
Noncontrolling interests	11,083	2,703
Total Shareholders' Equity	1,573,918	1,415,499
Total Liabilities and Shareholders' Equity	$ 3,378,586	$ 2,587,738

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Income Taxes

12 Months Ended

Oct. 28, 2011

Income Taxes [Abstract]

Income Taxes

NOTE 10:  Income Taxes

Income tax expense from continuing operations for each of the fiscal years consisted of:

In Thousands	2011			2010			2009
Current
U.S. Federal	$	14,817		$	16,787		$	11,653
State		2,994			2,781			1,043
Foreign		19,472			14,933			11,321
		37,283			34,501			24,017
Deferred
U.S. Federal		8,332			1,188			(5,514	)
State		205			(480	)		20
Foreign		(20,882	)		(10,705	)		(5,974	)
		(12,345	)		(9,997	)		(11,468	)
Income tax expense	$	24,938		$	24,504		$	12,549

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

In Thousands	2011		2010		2009
U.S.	$	110,798	$	71,980	$	75,287
Foreign		47,684		82,769		43,047
Income from continuing operations, before income taxes	$	158,482	$	154,749	$	118,334

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	2011			2010
Reserves and liabilities	$	45,526		$	37,395
NOL carryforwards (net of valuation allowances of $0.3 million and $5.4 million at fiscal year end 2011 and 2010, respectively)		247			1,302
Tax credit carryforwards (net of valuation allowance of $1.4 million and $1.6 million at fiscal year end 2011 and 2010, respectively)		26,237			27,931
Employee benefits		13,500			12,176
Retirement benefits		19,629			29,959
Non-qualified stock options		10,977			9,943
Other		3,560			2,039
Total deferred tax assets		119,676			120,745
Depreciation and amortization		(22,382	)		(12,173	)
Intangibles and amortization		(207,619	)		(106,507	)
Deferred costs		(6,216	)		(8,408	)
Hedging activities		(1,007	)		(2,171	)
Other		(2,843	)		(561	)
Total deferred tax liabilities		(240,067	)		(129,820	)
Net deferred tax liabilities	$	(120,391	)	$	(9,075	)

During fiscal 2011, approximately $5.2 million of unrecognized tax benefits associated with research and experimentation tax credits and operating losses were recognized as a result of settlement of examinations and the expiration of statute of limitations. The tax credit carryforward of $1.4 million will expire in 2018. During fiscal 2010, approximately $6.8 million of unrecognized foreign tax benefits associated with losses on the disposition of assets were released as a result of the expiration of a statute of limitations and the settlement of examinations.

The Company operates in numerous taxing jurisdictions and is subject to regular examinations by various U.S. federal, state and foreign jurisdictions for various tax periods. Additionally, the Company has retained tax liabilities and the rights to tax refunds in connection with various acquisitions and divestitures of businesses in prior years. The Company's income tax positions are based on research and interpretations of income tax laws and rulings in each of the jurisdictions in which the Company does business. Due to the subjectivity and complexity of the interpretations of the tax laws and rulings in each jurisdiction, the differences and interplay in the tax laws between those jurisdictions as well as the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company's estimates of income tax liabilities and assets may differ from actual payments, assessments or refunds.

Management believes that it is more likely than not that the Company will realize the current and long-term deferred tax assets as a result of future taxable income. Significant factors management considered in determining the probability of the realization of the deferred tax assets include the reversal of deferred tax liabilities, the Company's historical operating results and expected future earnings. Accordingly, no valuation allowance has been recorded on the deferred tax assets other than certain net operating losses and foreign tax credits. Both the net operating losses and the foreign tax credits begin to expire in 2018.

The U.S. and various state and foreign income tax returns are open to examination and presently several foreign income tax returns are under examination. Such examinations could result in challenges to tax positions taken and, accordingly, the Company may record adjustments to provisions based on the outcomes of such matters. However, the Company believes that the resolution of these matters, after considering amounts accrued, will not have a material adverse effect on its consolidated financial statements.

The incremental tax benefit received by the Company upon exercise of non-qualified employee stock options was $1.8 million, $3.5 million, and $0.1 million in fiscal 2011, 2010, and 2009, respectively.

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:

	2011			2010			2009
U.S. statutory income tax rate		35.0	%		35.0	%		35.0	%
State income taxes		1.4			1.2			0.6
Foreign taxes		(10.8	)		(10.3	)		(16.0	)
Domestic manufacturing deduction		(1.3	)		(0.7	)		(1.2	)
Research & development credits		(5.5	)		(3.3	)		(6.1	)
Net change in tax reserves		(2.4	)		(4.3	)		1.0
Suspended losses		0.0			0.0			(5.6	)
U.S. tax on foreign income		0.0			0.0			6.6
U.S. foreign tax credits		0.0			0.0			(6.7	)
Valuation allowance		(3.0	)		(1.6	)		2.3
Change in foreign tax rates		(2.2	)		(1.1	)		0.0
Acquisition and organizational restructuring		3.0			0.0			0.0
Other, net		1.5			0.9			0.7
Effective income tax rate		15.7	%		15.8	%		10.6	%

No provision for federal income taxes has been made on accumulated earnings of foreign subsidiaries, since such earnings are considered indefinitely reinvested. The amount of undistributed foreign earnings which are considered to be indefinitely reinvested at October 28, 2011, is $369.6 million. Furthermore, with respect to the requirements of ASC 740-30-50-2(c), the Company determined it was not practical to estimate the deferred taxes on these earnings. The amount of deferred income taxes is not practical to compute due to the complexity of the Company's international holding company structure, layers of regulatory requirements that have to be evaluated to determine the amount of allowable dividends, numerous potential repatriation scenarios that could be created to facilitate the repatriation of earnings to the U.S., and the complexity of computing foreign tax credits.

In accordance with ASC 805, formerly Financial Accounting Standard 141(R), "Business Combinations," the Company adopted the provisions related to accounting for business combination transactions at the beginning of fiscal year 2010. Changes in tax uncertainties established at an acquisition date are accounted for as adjustments to tax expense, rather than an adjustment to goodwill. Approximately $5.2 million of income tax benefit associated with the release of unrecognized tax benefits related to an acquired business was recognized in fiscal 2011.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

In Thousands	Total
Unrecognized tax benefits as of October 29, 2010	$	15,248
Unrecognized gross benefit change:
Gross increases due to prior-period adjustments		392
Gross (decrease) due to prior-period adjustments		0
Gross increases due to current-period adjustment		1,610
Gross (decrease) due to current-period adjustment		0
Gross (decrease) due to settlements with taxing authorities		(6,095	)
Gross (decrease) due to a lapse with taxing authorities		(247	)
Total change in unrecognized gross benefit	$	(4,340	)
Unrecognized tax benefits as of October 28, 2011	$	10,908
Unrecognized tax benefits that, if recognized, would impact the effective tax rate	$	10,908
Statement of operations:
Total amount of interest income (expense) included in income tax expense	$	(576	)
Recognized in the statement of financial position:
Total amount of accrued interest included in income taxes payable	$	1,437

During the next 12 months, it is reasonably possible that approximately $0.8 million of previously unrecognized tax benefits related to operating losses and tax credits could decrease as a result of settlement of examinations and/or the expiration of statutes of limitations. The Company recognizes interest related to unrecognized tax benefits in income tax expense.

The Company is no longer subject to income tax examinations by tax authorities in its major tax jurisdictions as follows:

	Years No Longer
Tax Jurisdiction	Subject to Audit
U.S. Federal	2005 and prior
Canada	2004 and prior
France	2007 and prior
Germany	2009 and prior
United Kingdom	2008 and prior

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Business Segment Information (Schedule Of Product Lines Contributing Sales Of Ten Percent Or More) (Details)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Avionics [Member]
Segment Reporting Information [Line Items]
Segment sales total percentage	16.00%	17.00%	14.00%
Sensors [Member]
Segment Reporting Information [Line Items]
Segment sales total percentage	8.00%	8.00%	10.00%
U.S. Government [Member]
Segment Reporting Information [Line Items]
Segment sales total percentage	7.00%	10.00%	10.00%
U.S. Government [Member] | Avionics & Controls [Member]
Segment Reporting Information [Line Items]
Segment sales total percentage	3.80%	5.90%
U.S. Government [Member] | Advanced Materials [Member]
Segment Reporting Information [Line Items]
Segment sales total percentage	19.90%	25.20%
Avionics & Controls [Member] | U.S. Government [Member]
Segment Reporting Information [Line Items]
Segment sales total percentage			5.50%
Advanced Materials [Member] | U.S. Government [Member]
Segment Reporting Information [Line Items]
Segment sales total percentage			23.30%

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Business Segment Information (Schedule Of Revenue From External Customers Attributed To Foreign Countries By Geographic Area) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Oct. 28, 2011	Jul. 29, 2011	Apr. 29, 2011	Jan. 28, 2011	Oct. 29, 2010	Jul. 30, 2010	Apr. 30, 2010	Jan. 29, 2010	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Segment Reporting Information [Line Items]
Sales	$ 502,397	$ 409,512	$ 435,277	$ 370,799	$ 430,450	$ 378,349	$ 382,492	$ 335,310	$ 1,717,985	$ 1,526,601	$ 1,407,459
Domestic [Member]
Segment Reporting Information [Line Items]
Sales									950,634	839,144	791,416
Intersegment Elimination [Member]
Segment Reporting Information [Line Items]
Sales									(108,442)	(68,850)	(56,646)
Canada [Member]
Segment Reporting Information [Line Items]
Sales									323,242	291,855	222,266
France [Member]
Segment Reporting Information [Line Items]
Sales									178,717	110,745	175,592
United Kingdom [Member]
Segment Reporting Information [Line Items]
Sales									251,946	267,545	242,812
All Other Foreign [Member]
Segment Reporting Information [Line Items]
Sales									121,888	86,162	32,019
Unaffiliated Customers [Member] | Canada [Member]
Segment Reporting Information [Line Items]
Sales									317,924	287,365	218,177
Unaffiliated Customers [Member] | United Kingdom [Member]
Segment Reporting Information [Line Items]
Sales									228,383	255,313	230,164
Unaffiliated Customers [Member] | All Other Foreign [Member]
Segment Reporting Information [Line Items]
Sales									92,248	71,629	29,393
Unaffiliated customers - Export [Member] | Domestic [Member]
Segment Reporting Information [Line Items]
Sales									171,416	147,008	155,617
Unaffiliated customers - U.S. [Member] | Domestic [Member]
Segment Reporting Information [Line Items]
Sales									747,021	666,645	618,614
Unaffiliated customers - U.S. [Member] | France [Member]
Segment Reporting Information [Line Items]
Sales									160,993	98,641	155,494
Intercompany [Member] | Domestic [Member]
Segment Reporting Information [Line Items]
Sales									32,197	25,491	17,185
Intercompany [Member] | Canada [Member]
Segment Reporting Information [Line Items]
Sales									5,318	4,490	4,089
Intercompany [Member] | France [Member]
Segment Reporting Information [Line Items]
Sales									17,724	12,104	20,098
Intercompany [Member] | United Kingdom [Member]
Segment Reporting Information [Line Items]
Sales									23,563	12,232	12,648
Intercompany [Member] | All Other Foreign [Member]
Segment Reporting Information [Line Items]
Sales									$ 29,640	$ 14,533	$ 2,626

XML

Document And Entity Information (USD $)	12 Months Ended
	Oct. 28, 2011	Dec. 19, 2011	Apr. 29, 2011
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Oct. 28, 2011
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2011
Entity Registrant Name	ESTERLINE TECHNOLOGIES CORP
Entity Central Index Key	0000033619
Current Fiscal Year End Date	--10-28
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		30,624,334
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Public Float			$ 2,191,628,226

XML

Debt

12 Months Ended

Oct. 28, 2011

Debt [Abstract]

Debt

NOTE 11:  Debt

Long-term debt at the end of fiscal 2011 and 2010 consisted of the following:

In Thousands	2011		2010
U.S. credit facility	$	360,000	$	0
7.00% Senior Notes, due August 2020		250,000		250,000
U.S. term loan, due March 2012		0		120,313
Euro term loan, due March 2016		162,725		0
6.625% Senior Notes, due March 2017		175,000		175,000
Obligations under Capital Leases		45,184		44,368
Other		38,714		21,937
		1,031,623		611,618
Less current maturities		11,595		12,646
Carrying amount of long-term debt	$	1,020,028	$	598,972

Long-term debt

In March 2011, the Company entered into a secured credit facility for $460 million made available through a group of banks. The credit facility is secured by substantially all of the Company's assets and interest is based on standard inter-bank offering rates. The credit facility expires in March 2016. The interest rate will range from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At October 28, 2011, the Company had $360.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.75% or 2.0%. An additional $32,460,000 of unsecured foreign currency credit facilities have been extended by foreign banks for a total of $492,460,000 available companywide. Available credit under the above credit facilities was $122,369,000 at fiscal 2011 year end, when reduced by outstanding borrowings of $365,000,000 and letters of credit of $5,091,000.

In July 2011, the Company amended the secured credit facility to provide for a new €125.0 million term loan (Euro Term Loan). The interest rate on the Euro Term Loan will range from Euro LIBOR plus 1.5% to Euro LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. At October 28, 2011, the Company had €115.0 million outstanding or $162.7 million under the Euro Term Loan at an interest rate of Euro LIBOR plus 1.75% or 3.06%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2016, with the remaining balance due in July 2016.

On August 2, 2010, the Company issued $250.0 million in 7% Senior Notes due 2020 and requiring semi-annual interest payments in March and September of each year until maturity. The net proceeds from the sale of the notes, after deducting $4.4 million of debt issuance cost, were $245.6 million. The Senior Notes are general unsecured senior obligations of the Company. The Senior Notes are guaranteed, jointly and severally on a senior basis, by all the existing and future domestic subsidiaries of the Company unless designated as an "unrestricted subsidiary," and those foreign subsidiaries that executed related subsidiary guarantees under the indenture covering the Senior Notes. The Senior Notes are subject to redemption at the option of the Company at any time prior to August 1, 2015, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. In addition, before August 1, 2013, the Company may redeem up to 35% of the principal amount at 107.000% plus accrued interest with proceeds of one or more Public Equity Offerings. The Senior Notes are also subject to redemption at the option of the Company, in whole or in part, on or after August 1, 2015, at redemption prices starting at 103.500% of the principal amount plus accrued interest during the period beginning August 1, 2015, and declining annually to 100% of principal and accrued interest on or after August 1, 2018.

On March 1, 2007, the Company issued $175.0 million in 6.625% Senior Notes due March 1, 2017, and requiring semi-annual interest payments in March and September of each year until maturity. The Senior Notes are general unsecured senior obligations of the Company. The Senior Notes are guaranteed, jointly and severally on a senior basis, by all the existing and future domestic subsidiaries of the Company unless designated as an "unrestricted subsidiary," and those foreign subsidiaries that executed related subsidiary guarantees under the indenture covering the Senior Notes. The Senior Notes are subject to redemption at the option of the Company at any time prior to March 1, 2012, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. The Senior Notes are also subject to redemption at the option of the Company, in whole or in part, on or after March 1, 2012, at redemption prices starting at 103.3125% of the principal amount plus accrued interest during the period beginning March 1, 2007, and declining annually to 100% of principal and accrued interest on or after March 1, 2015.

In November 2010, the Company entered into an interest rate swap agreement for $100.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate, LIBOR plus 4.865%. The fair value of the Company's interest rate swap was a $126,000 asset at October 28, 2011.

In December 2010, the Company entered into an interest rate swap agreement for $75.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate, LIBOR plus 4.47%. The fair value of the Company's interest rate swap was a $1,228,000 asset at October 28, 2011.

On August 2, 2010, the Company repurchased approximately $157.6 million of the Senior Subordinated Notes due in 2013 under a cash tender offer. The remaining $17.4 million of Senior Subordinated Notes due in 2013 were redeemed on September 9, 2010. A loss on extinguishment of debt of $1.2 million was recorded, which includes recognizing previously recorded deferred gains on terminated interest rate swaps of $3.7 million.

Capital leases

In fiscal 2008, the Company entered into a land and building lease for a 216,000 square-foot manufacturing facility for a control systems operation. The land and building lease has a fixed term of 30 years and includes an option to purchase the building at fair market value five years after construction is complete. The expected minimum lease payments include a 2% minimum annual rent increase. At October 28, 2011, the amount recorded as a capitalized lease obligation is $31.9 million. The imputed interest rate is 8.2%.

In fiscal 2009, the Company amended the building lease for an interface technologies facility to extend the term of the lease to 2027. At October 28, 2011, the amount recorded as a capitalized lease obligation is $12.4 million. The imputed interest rate is 6.4%.

As of October 28, 2011, maturities of long-term debt and future non-cancelable minimum lease payments under capital lease obligations were as follows:

		$118,024	$118,024		$118,024
In Thousands
Fiscal Year	Debt			Capital        Leases
2012	$	11,496		$	4,025
2013		9,006			4,447
2014		8,881			4,326
2015		8,844			4,387
2016		487,349			4,273
2017 and thereafter		460,863			96,566
	$	986,439		$	118,024
Less: amount representing interest					72,840
Total principal payments				$	45,184

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 October 28, 2011.

Subsequent to year end, the Company has paid down $20,000,000 on the U.S. credit facility and $5,000,000 on the foreign credit facility.

XML

Employee Stock Plans (Schedule Of Fair Value Of Option Granted Using Black-Scholes Pricing Model Of Fair Value Of Option Granted) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Equity Incentive Plan [Member]
Volatility, minimum	40.80%	43.00%	36.80%
Volatility, maximum	42.80%	43.20%	43.10%
Risk-free interest rate, minimum	2.02%	2.42%	1.43%
Risk-free interest rate, maximum	3.64%	4.00%	3.12%
Expected life, minimum (years)	4.5	4.5	4.5
Expected life, maximum (years)	9.5	9.5	9.5
Dividends	$ 0	$ 0	$ 0
Employee Stock Purchase Plan [Member]
Volatility			33.80%
Risk-free interest rate			3.32%
Expected life			6.00
Dividends			0.00
Employee Share-Save Scheme [Member]
Volatility	51.10%	51.61%	50.08%
Risk-free interest rate	0.98%	1.34%	0.58%
Expected life	3	3	3
Dividends	$ 0	$ 0	$ 0

XML

Business Segment Information (Reconciliation Of Assets From Segment To Consolidated) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Segment Reporting Information [Line Items]
Identifiable Assets	$ 3,378,586,000	$ 2,587,738,000	$ 2,314,247,000
Capital Expenditures	49,507,000	45,540,000	59,184,000
Depreciation and amortization	84,658,000	72,117,000	71,511,000
Capital lease obligations		8,139	28,202
Discontinued Operations [Member]
Segment Reporting Information [Line Items]
Capital Expenditures	0	123,000	490,000
Depreciation and amortization	0	583,000	638,000
Corporate [Member]
Segment Reporting Information [Line Items]
Identifiable Assets	131,413,000	294,994,000	125,536,000
Capital Expenditures	328,000	195,000	277,000
Depreciation and amortization	2,305,000	2,515,000	2,368,000
Avionics & Controls [Member]
Segment Reporting Information [Line Items]
Identifiable Assets	1,333,735,000	1,253,605,000	1,168,102,000
Capital Expenditures	22,369,000	11,892,000	30,698,000
Depreciation and amortization	38,391,000	32,841,000	28,521,000
Sensors & Systems [Member]
Segment Reporting Information [Line Items]
Identifiable Assets	1,349,776,000	432,099,000	447,325,000
Capital Expenditures	10,469,000	8,021,000	8,207,000
Depreciation and amortization	20,523,000	13,264,000	15,154,000
Advanced Materials [Member]
Segment Reporting Information [Line Items]
Identifiable Assets	563,662,000	607,040,000	573,284,000
Capital Expenditures	16,341,000	25,309,000	19,512,000
Depreciation and amortization	$ 23,439,000	$ 22,914,000	$ 24,830,000

XML

Consolidated Balance Sheet (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Oct. 28, 2011	Oct. 29, 2010
Consolidated Balance Sheet [Abstract]
Accounts receivable, allowances	$ 7,063	$ 4,865
Debt issuance costs, accumulated amortization	$ 2,700	$ 4,536
Common stock, par value	$ 0.20	$ 0.20
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	30,613,448	30,279,509
Common stock, shares outstanding	30,613,448	30,279,509

XML

Intangible Assets

12 Months Ended

Oct. 28, 2011

Intangible Assets [Abstract]

Intangible Assets

NOTE 5:  Intangible Assets

Intangible assets at the end of fiscal 2011 and 2010 were as follows:

		2011				2010
In Thousands	Weighted Average Years Useful Life		Gross Carrying Amount		Accum. Amort.		Gross Carrying Amount		Accum. Amort.
Amortized Intangible Assets:
Programs	15	$	728,433	$	157,383	$	442,104	$	120,220
Core technology	16		9,589		5,514		9,589		4,916
Patents and other	12		101,834		31,835		42,336		27,728
Total		$	839,856	$	194,732	$	494,029	$	152,864
Indefinite-lived Intangible Assets:
Trademark		$	48,791			$	47,852

Programs represent the valuation of systems or components sold under long-term supply agreements with aerospace companies, military contractors, and OEM manufacturers using similar technology. The valuation of the program includes the values of the program-specific technology, the backlog of contracts, and the relationship with customers which lead to potential future contracts. The valuation of the program is based upon its discounted cash flow at a market-based discount rate.

In fiscal 2009, management determined that a certain trade name useful life was no longer indefinite as a result of further integration of advanced sensors units and promotion of the Advanced Sensors brand name. An impairment test was required to be performed to value the trade name at fair value, which resulted in a $3.0 million impairment charge. The fair value of the trade name was determined by the relief-from-royalty method of the income approach. The remaining book value of the trade name will be amortized to expense over its five-year useful life.

Amortization of intangible assets was $40,539,000, $30,705,000, and $30,613,000 in fiscal years 2011, 2010, and 2009, respectively.

Estimated amortization expense related to intangible assets for each of the next five fiscal years is as follows:

In Thousands
Fiscal Year
2012	$	55,523
2013		54,940
2014		54,316
2015		53,230
2016		52,870

XML

Goodwill

12 Months Ended

Oct. 28, 2011

Goodwill [Abstract]

Goodwill

NOTE 4:  Goodwill

The following table summarizes the changes in goodwill by segment for fiscal 2011 and 2010:

In Thousands	Avionics & Controls		Sensors & Systems			Advanced Materials			Total
Balance, October 30, 2009	$	427,978	$	92,622		$	216,208		$	736,808
Goodwill adjustments		1,007		0			0			1,007
Sale of businesses		0		(3,319	)		0			(3,319	)
Foreign currency translation adjustment		9,354		(1,914	)		(2,206	)		5,234
Balance, October 29, 2010		438,339		87,389			214,002			739,730
Goodwill from acquisitions		67,613		343,053			0			410,666
Foreign currency translation adjustment		7,556		5,203			570			13,329
Balance, October 28, 2011	$	513,508	$	435,645		$	214,572		$	1,163,725

XML

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Oct. 28, 2011

Accumulated Other Comprehensive Income (Loss) [Abstract]

Accumulated Other Comprehensive Income (Loss)

NOTE 16: Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss):

	000000000000		000000000000			000000000000
In Thousands		2011			2010
Unrealized gain on derivative contracts		$	5,738		$	13,954
Tax effect			(1,716	)		(3,998	)
			4,022			9,956
Pension and post-retirement obligations			(114,773	)		(99,727	)
Tax effect			39,302			34,242
			(75,471	)		(65,485	)
Currency translation adjustment			68,637			58,764
Accumulated other comprehensive income (loss)		$	(2,812	)	$	3,235

XML

Commitments And Contingencies

12 Months Ended

Oct. 28, 2011

Commitments And Contingencies [Abstract]

Commitments And Contingencies

NOTE 12:  Commitments and Contingencies

Rental expense for operating leases for engineering, selling, administrative and manufacturing totaled $14,208,000, $14,498,000, and $16,166,000 in fiscal years 2011, 2010, and 2009, respectively.

At October 28, 2011, the Company's rental commitments for noncancelable operating leases with a duration in excess of one year were as follows:

In Thousands
Fiscal Year
2012	$	15,084
2013		12,074
2014		9,998
2015		7,084
2016		5,494
2017 and thereafter		15,351
	$	65,085

The Company receives government funding under the Technology Partnership Canada program to assist in the development of certain new products. The amounts are reimbursable through royalties on future revenues derived from funded products if and when they are commercialized.

The Company is subject to purchase obligations for goods and services. The purchase obligations include amounts under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. As of October 28, 2011, the Company's purchase obligations were as follows:

In Thousands

		696,692		696,692		696,692		696,692		696,692
	Total		Less than       1 year		1-3       years		4-5       years		After 5 years
Purchase obligations	$	696,692	$	654,996	$	39,154	$	1,847	$	695

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.

The California Attorney General's office filed a complaint against Kirkhill-TA, a subsidiary included in our Advanced Materials segment, with the Superior Court of California, Orange County, on behalf of California and the Santa Ana Regional Water Quality Control Board (Board) regarding discharge of industrial waste water from its Brea, California, facility into Fullerton Creek and Craig Lake. The Company reached a settlement with the Board of $1.9 million, including legal costs, in 2011. The full amount is recorded on the balance sheet as an accrued liability.

Approximately 543 U.S.-based employees or 12% of total U.S.-based employees were represented by various labor unions. The Company's European operations are subject to national trade union agreements and to local regulations governing employment.

XML

Capital Stock (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Preferred stock, shares authorized	25,000
Preferred stock, par value per share	$ 100
Common stock, shares authorized	60,000,000	60,000,000
Common stock, par value	$ 0.20	$ 0.20	$ 0.20
Title of plan adopted by board of directors	Shareholder Rights Plan
Number of Series B Serial Preferred Stock Purchase Right for each share of common stock	1
Common stock shareholder record date	December 23, 2002
Number of shares purchase entitlement	one one-hundredth
Exercise price of Right	161.00
Event triggered by beneficial ownership percentage of outstanding common stock, beneficial percentage	15.00%
Election to purchase shares of common stock market, value of exercise price	twice
Percentage of assets sold	50.00%
Series B Serial Preferred Stock [Member]
Preferred stock, shares authorized	475,000
Preferred stock, par value per share	$ 1.00

XML

Fair Value Measurements

12 Months Ended

Oct. 28, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 8: Fair Value Measurements

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

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

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

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

The following table sets forth the Company's financial assets and liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy at the end of fiscal 2011 and 2010:

	Level 2
In Thousands	2011		2010
Assets:
Derivative contracts designated as hedging instruments	$	7,553	$	11,552
Derivative contracts not designated as hedging instruments	$	2,214	$	1,256
Embedded derivatives	$	38	$	23
Liabilities:
Derivative contracts designated as hedging instruments	$	1,632	$	950
Derivative contracts not designated as hedging instruments	$	1,070	$	782
Embedded derivatives	$	895	$	1,815
	Level 3
In Thousands	2011		2010
Liabilities:
Contingent purchase obligation	$	13,350	$	0

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

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

The Company's contingent purchase obligation consists of up to $14.0 million of additional consideration in connection with the acquisition of Eclipse. The contingent consideration will be paid to the seller if certain performance objectives are met over the three-year period. The value recorded on the balance sheet was derived from the estimated probability that the performance objective will be met by the end of the three-year period. The contingent purchase obligation is categorized as Level 3 in the fair value hierarchy. There were no Level 3 assets at October 29, 2010.

XML

Retirement Benefits (Schedule Of Amounts Recognized In Consolidated Balance Sheet) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010
Amount Recognized in the Consolidated Balance Sheet
Non-current liability	$ (107,877,000)	$ (105,333,000)
Defined Benefit Pension Plans [Member]
Amount Recognized in the Consolidated Balance Sheet
Current liability	(1,205,000)	(1,096,000)
Non-current liability	(99,548,000)	(89,874,000)
Net amount recognized	(100,753,000)	(90,970,000)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss (gain)	115,738,000	99,469,000
Prior service cost	268,000	297,000
Transition asset (obligation)	0	0
Ending balance	116,006,000	99,766,000
Post-Retirement Benefit Plans [Member]
Amount Recognized in the Consolidated Balance Sheet
Current liability	(557,000)	(586,000)
Non-current liability	(13,835,000)	(14,201,000)
Net amount recognized	(14,392,000)	(14,787,000)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss (gain)	(1,233,000)	(39,000)
Prior service cost	0	0
Transition asset (obligation)	0	0
Ending balance	$ (1,233,000)	$ (39,000)

XML

Accrued Liabilities

12 Months Ended

Oct. 28, 2011

Accrued Liabilities [Abstract]

Accrued Liabilities

NOTE 6:  Accrued Liabilities

Accrued liabilities at the end of fiscal 2011 and 2010 consisted of the following:

In Thousands	2011		2010
Payroll and other compensation	$	123,454	$	81,530
Commissions		5,675		4,873
Casualty and medical		13,435		14,605
Interest		6,599		6,370
Warranties		19,298		17,159
State and other tax accruals		5,383		4,785
Customer deposits		25,143		21,378
Deferred revenue		22,602		17,435
Contract reserves		13,050		13,218
Forward foreign exchange contracts		614		2,112
Unclaimed property – non-U.S.		11,861		11,530
Environmental reserves		4,426		2,713
Asset retirement obligations		308		1,645
Rent and future lease obligations		1,308		1,687
Other		17,266		14,054
	$	270,422	$	215,094

Accrued liabilities are recorded to reflect the Company's contractual obligations relating to warranty commitments to customers. Warranty coverage of various lengths and terms is provided to customers depending on standard offerings and negotiated contractual agreements. An estimate for warranty expense is recorded at the time of sale based on the length of the warranty and historical warranty return rates and repair costs.

Changes in the carrying amount of accrued product warranty costs are summarized as follows:

In Thousands	2011			2010
Balance, beginning of year	$	17,159		$	14,685
Warranty costs incurred		(4,583	)		(4,478	)
Product warranty accrual		7,239			8,488
Acquisitions		645			0
Release of reserves		(1,476	)		(1,794	)
Sale of businesses		0			(90	)
Foreign currency translation adjustment		314			348
Balance, end of year	$	19,298		$	17,159

XML

Retirement Benefits

12 Months Ended

Oct. 28, 2011

Retirement Benefits [Abstract]

Retirement Benefits

NOTE  7:  Retirement Benefits

Approximately 41% of U.S. employees have a defined benefit earned under the Esterline pension plan.

Under the Esterline plan, pension benefits are based on years of service and five-year average compensation or the highest five consecutive years' compensation during the last ten years of employment. Esterline amended its defined benefit plan to add the cash balance formula with annual pay credits ranging from 2% to 6% effective January 1, 2003. Participants elected either to continue earning benefits under the current plan formula or to earn benefits under the cash balance formula. Effective January 1, 2003, all new participants are enrolled in the cash balance formula. Esterline also has an unfunded supplemental retirement plan for key executives providing for periodic payments upon retirement.

CMC sponsors defined benefit pension plans and other retirement benefit plans for its non-U.S. employees. Pension benefits are based upon years of service and final average salary. Other retirement benefit plans are non-contributory health care and life insurance plans.

The Company accounts for pension expense using the end of the fiscal year as its measurement date. In addition, the Company makes actuarially computed contributions to these plans as necessary to adequately fund benefits. The Company's funding policy is consistent with the minimum funding requirements of ERISA. The accumulated benefit obligation and projected benefit obligation for the Esterline plans are $242,163,000 and $250,136,000, respectively, with plan assets of $193,888,000 as of October 28, 2011. The underfunded status for the Esterline plans is $56,248,000 at October 28, 2011. Contributions to the Esterline plans totaled $24,556,000 and $13,910,000 in fiscal years 2011 and 2010, respectively. The expected funding requirement for fiscal 2012 for the U.S. pension plans maintained by Esterline is $21,235,000. The accumulated benefit obligation and projected benefit obligation for the CMC plans are $126,705,000 and $128,944,000, respectively, with plan assets of $103,737,000 as of October 28, 2011. The underfunded status for these CMC plans is $25,207,000 at October 28, 2011. Contributions to the CMC plans totaled $7,906,000 and $6,091,000 in fiscal 2011 and 2010, respectively. The expected funding requirement for fiscal 2012 for the CMC plans is $8,112,000.

Principal assumptions of the Esterline and CMC plans are as follows:

	Esterline Defined Benefit Pension Plans						CMC Defined Benefit Pension Plans
	2011			2010			2011			2010
Principal assumptions as of fiscal year end:
Discount Rate		5.0	%		5.5	%		5.0	%		5.0	%
Rate of increase in future compensation levels		4.5	%		4.5	%		3.1	%		3.2	%
Assumed long-term rate of return on plan assets		7.5	%		8.0	%		7.0	%		7.0	%

	Esterline Post-Retirement  Benefit Plans						CMC Post-Retirement Benefit Plans
	2011			2010			2011			2010
Principal assumptions as of fiscal year end:
Discount Rate		5.0	%		5.5	%		5.0	%		5.0	%
Initial weighted average health care trend rate		6.0	%		6.0	%		3.7	%		4.1	%
Ultimate weighted average health care trend rate		6.0	%		6.0	%		3.2	%		3.4	%

The Company uses a discount rate for expected returns that is a spot rate developed from a yield curve established from high-quality corporate bonds and matched to plan-specific projected benefit payments. Although future changes to the discount rate are unknown, had the discount rate increased or decreased by 25 basis points, pension liabilities in total would have decreased $9.4 million or increased $11.3 million, respectively. If all other assumptions are held constant, the estimated effect on fiscal 2011 pension expense from a hypothetical 25 basis points increase or decrease in both the discount rate and expected long-term rate of return on plan assets would not have a material effect on our pension expense. Management is not aware of any legislative or other initiatives or circumstances that will significantly impact the Company's pension obligations in fiscal 2012.

The assumed health care trend rate has a significant impact on the Company's post-retirement benefit obligations. The Company's health care trend rate was based on the experience of its plan and expectations for the future. A 100 basis points increase in the health care trend rate would increase the post-retirement benefit obligation by $1.0 million. A 100 basis points decrease in the health care trend rate would decrease the post-retirement benefit obligation by $0.9 million. Assuming all other assumptions are held constant, the estimated effect on fiscal 2011 post-retirement benefit expense from a hypothetical 100 basis points increase or decrease in the health care trend rate would not have a material effect on our post-retirement benefit expense.

Plan assets are invested in a diversified portfolio of equity and debt securities, consisting primarily of common stocks, bonds and government securities. The objective of these investments is to maintain sufficient liquidity to fund current benefit payments and achieve targeted risk-adjusted returns. Management periodically reviews allocations of plan assets by investment type and evaluates external sources of information regarding the long-term historical returns and expected future returns for each investment type and, accordingly, the 7.5% to 7.0% assumed long-term rate of return on plan assets is considered to be appropriate. Allocations by investment type are as follows:

				Actual
	Target			2011			2010
Plan assets allocation as of fiscal year end:
Equity securities		55 – 75	%		52.3	%		57.0	%
Debt securities		25 – 45	%		38.7	%		39.0	%
Cash		0	%		9.0	%		4.0	%
Total					100.0	%		100.0	%

The following table presents the fair value of the Company's Pension Plan assets as of October 28, 2011, by asset category segregated by level within the fair value hierarchy, as described in Note 8.

In Thousands	Fair Value Hierarchy
	Level 1		Level 2		Total
Asset category:
Equity Funds
Registered Investments Company Funds – U.S. Equity	$	47,444	$	0	$	47,444
Commingled Trust Funds – U.S. Equity		0		27,936		27,936
U.S. Equity Securities		25,729		0		25,729
Non-U.S. Equity Securities		21,444		0		21,444
Commingled Trust Fund – Non-U.S. Securities		0		34,707		34,707
Fixed Income Securities
Registered Investments Company Funds – Fixed Income		31,790		0		31,790
Commingled Trust Fund – Fixed Income		0		38,070		38,070
Mortgage and Asset-backed		0		317		317
Non-U.S. Foreign Commercial and Government Bonds		46,410		0		46,410
Cash and Cash Equivalents		26,979		0		26,979
Total	$	199,796	$	101,030	$	300,826

The following table presents the fair value of the Company's Pension Plan assets as of October 29, 2010, by asset category segregated by level within the fair value hierarchy, as described in Note 8.

In Thousands	Fair Value Hierarchy
	Level 1		Level 2		Total
Asset category:
Equity Funds
Registered Investments Company Funds – U.S. Equity	$	44,705	$	0	$	44,705
Commingled Trust Funds – U.S. Equity		0		25,885		25,885
U.S. Equity Securities		24,113		0		24,113
Non-U.S. Equity Securities		21,932		0		21,932
Commingled Trust Fund – Non-U.S. Securities		0		35,545		35,545
Fixed Income Securities
Registered Investments Company Funds – Fixed Income		28,075		0		28,075
Commingled Trust Fund – Fixed Income		0		33,413		33,413
Mortgage and Asset-backed		0		449		449
Non-U.S. Foreign Commercial and Government Bonds		43,797		0		43,797
Cash and Cash Equivalents		11,975		0		11,975
Total	$	174,597	$	95,292	$	269,889

Valuation Techniques

Level 1 Equity Securities are actively traded on U.S. and non-U.S. exchanges and are either valued using the market approach at quoted market prices on the measurement date or at the net asset value of the shares held by plan on the measurement date based on quoted market prices.

Level 1 fixed income securities are primarily valued using the market approach at either quoted market prices, pricing models that use observable market data, or bids provided by independent investment brokerage firms.

Level 2 primarily consists of commingled trust funds that are primarily valued at the net asset value provided by the fund manager. Net asset value is based on the fair value of the underlying investments.

Cash and cash equivalents includes cash which is used to pay benefits and cash invested in a short-term investment fund that holds securities with values based on quoted market prices, but for which the funds are not valued on quoted market basis.

Net periodic pension cost for the Company's defined benefit plans at the end of each fiscal year consisted of the following:

	Defined Benefit Pension Plans									Post-Retirement Benefit Plans
In Thousands	2011			2010			2009			2011			2010			2009
Components of Net Periodic Cost
Service cost	$	8,583		$	7,370		$	5,413		$	447		$	326		$	366
Interest cost		19,044			18,950			19,151			754			785			773
Expected return on plan assets		(20,354	)		(17,954	)		(14,878	)		0			0			0
Amortization of prior service cost		21			21			18			0			0			0
Amortization of actuarial (gain) loss		8,450			7,602			3,961			(17	)		(78	)		(90	)
Net periodic cost	$	15,744		$	15,989		$	13,665		$	1,184		$	1,033		$	1,049

The funded status of the defined benefit pension and post-retirement plans at the end of fiscal 2011 and 2010 were as follows:

	Defined Benefit   Pension Plans						Post-Retirement Benefit Plans
In Thousands	2011			2010			2011			2010
Benefit Obligations
Beginning balance	$	360,859		$	313,071		$	15,078		$	12,891
Currency translation adjustment		3,697			5,111			384			498
Service cost		8,583			7,370			447			326
Interest cost		19,044			18,950			754			785
One-time charge benefit adjustment		0			646			0			(425	)
Plan participants contributions		95			146			0			0
Amendment		0			0			(287	)		0
Actuarial (gain) loss		18,490			35,117			(880	)		1,774
Acquisitions		10,147			0			0			0
Benefits paid		(19,336	)		(19,552	)		(1,104	)		(771	)
Ending balance	$	401,579		$	360,859		$	14,392		$	15,078
Plan Assets – Fair Value
Beginning balance	$	269,889		$	230,186		$	291		$	0
Currency translation adjustment		2,873			4,932			4			0
Realized and unrealized gain (loss) on plan assets		14,936			33,610			0			0
Acquisitions		0			0			0			0
Plan participants contributions		95			146			0			0
Company contribution		33,228			21,284			510			1,062
Expenses paid		(859	)		(610	)		0			0
Benefits paid		(19,336	)		(19,659	)		(805	)		(771	)
Ending balance	$	300,826		$	269,889		$	0		$	291
Funded Status
Fair value of plan assets	$	300,826		$	269,889		$	0		$	291
Benefit obligations		(401,579	)		(360,859	)		(14,392	)		(15,078	)
Net amount recognized	$	(100,753	)	$	(90,970	)	$	(14,392	)	$	(14,787	)

	Defined Benefit Pension Plans						Post-Retirement Benefit Plans
In Thousands	2011			2010			2011			2010
Amount Recognized in the
Consolidated Balance Sheet
Current liability	$	(1,205	)	$	(1,096	)	$	(557	)	$	(586	)
Non-current liability		(99,548	)		(89,874	)		(13,835	)		(14,201	)
Net amount recognized	$	(100,753	)	$	(90,970	)	$	(14,392	)	$	(14,787	)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss (gain)	$	115,738		$	99,469		$	(1,233	)	$	(39	)
Prior service cost		268			297			0			0
Transition asset (obligation)		0			0			0			0
Ending balance	$	116,006		$	99,766		$	(1,233	)	$	(39	)

The accumulated benefit obligation for all pension plans was $387,378,000 at October 28, 2011, and $349,489,000 at October 29, 2010.

Estimated future benefit payments expected to be paid from the plan or from the Company's assets are as follows:

In Thousands

Fiscal Year
2012	$	24,047
2013		24,416
2014		25,519
2015		26,516
2016		27,529
2017 – 2021		167,627

Employees may participate in certain defined contribution plans. The Company's contribution expense under these plans totaled $8,203,000, $7,533,000, and $7,418,000 in fiscal 2011, 2010, and 2009, respectively.

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Derivative Financial Instruments

12 Months Ended

Oct. 28, 2011

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

NOTE 9:  Derivative Financial Instruments

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

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

The fair values of derivative instruments are presented on a gross basis, as the Company does not have any derivative contracts which are subject to master netting arrangements. The Company does not have any derivative instruments with credit-risk-related contingent features or that required the posting of collateral as of October 28, 2011. The cash flows from derivative contracts are recorded in operating activities in the Consolidated Statement of Cash Flows.

Foreign Currency Forward Exchange Contracts

The Company transacts business in various foreign currencies which subjects the Company's cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. As of October 28, 2011, and October 29, 2010, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of $431.2 million and $245.5 million, respectively. These notional values consist primarily of contracts for the European euro, British pound sterling and Canadian dollar, and are stated in U.S. dollar equivalents at spot exchange rates at the respective dates.

Interest Rate Swaps

The Company manages its exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt, which over time should moderate the costs of debt financing. When considered necessary, the Company may use financial instruments in the form of interest rate swaps to help meet this objective. In November 2010, the Company entered into an interest rate swap agreement for $100.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $100.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.865% and was 5.293% at October 28, 2011. The fair value of the Company's interest rate swap was a $0.1 million asset at October 28, 2011, and was estimated by discounting expected cash flows using market interest rates. The Company records interest receivable and interest payable on interest rate swaps on a net basis. In December 2010, the Company entered into an interest rate swap agreement for $75.0 million on the $175.0 million Senior Notes due in 2017. The swap agreement exchanged the fixed interest rate of 6.625% for a variable interest rate on the $75.0 million of the principal amount outstanding. The variable interest rate is based upon LIBOR plus 4.47% and was 4.898% at October 28, 2011. The fair value of the Company's interest rate swap was a $1.2 million asset at October 28, 2011, and was estimated by discounting expected cash flows using market interest rates. The Company recognized a net interest receivable of $0.4 million at October 28, 2011.

Embedded Derivative Instruments

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

Net Investment Hedge

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

Fair Value of Derivative Instruments

Fair values of derivative instruments in the Consolidated Balance Sheet at the end of fiscal 2011 and 2010 consisted of:

		Fair Value
In Thousands	Classification	2011		2010
Foreign Currency Forward Exchange Contracts:	Other current assets	$	7,092	$	11,218
	Other assets		1,321		1,590
	Accrued liabilities		1,606		1,563
	Other liabilities		1,096		169
Embedded Derivative Instruments:	Other current assets	$	38	$	23
	Accrued liabilities		82		189
	Other liabilities		813		1,626
Interest Rate Swap:	Long-term debt, net of current maturities	$	1,354	$	0

The effect of derivative instruments on the Consolidated Statement of Operations for fiscal 2011 and 2010 consisted of:

In Thousands	Location of         Gain (Loss)	2011			2010
Fair Value Hedges:
Interest rate swap contracts	Interest Expense	$	2,547		$	2,772
Interest rate swap contracts	Loss on Early
	Extinguishment of Debt	$	0		$	3,744
Embedded derivatives	Sales	$	929		$	(1,476	)
Cash Flow Hedges:
Foreign currency forward exchange contracts:
Amount of (loss) gain recognized in AOCI (effective portion)	AOCI	$	(18,307	)	$	(13,495	)
Amount of gain (loss) reclassified from AOCI into income	Sales	$	10,092		$	11,042
Net Investment Hedges:
Euro term loan	AOCI	$	5,054		$	0

During fiscal years 2011 and 2010, the Company recorded losses of $0.3 million and $0.1 million on foreign currency forward exchange contracts that have not been designated as an accounting hedge, respectively. These foreign currency exchange gains are included in selling, general and administrative expense.

There was no significant impact to the Company's earnings related to the ineffective portion of any hedging instruments during fiscal years 2011 and 2010. In addition, there was no significant impact to the Company's earnings when a hedged firm commitment no longer qualified as a fair value hedge or when a hedged forecasted transaction no longer qualified as a cash flow hedge during fiscal years 2011 and 2010.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately $4.3 million of net gain into earnings over the next 12 months. The maximum duration of a foreign currency cash flow hedge contract at October 28, 2011, is 23 months.

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Derivative Financial Instruments (Fair Values Of Derivative Instruments In The Consolidated Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011	Oct. 29, 2010
Other Current Assets [Member]
Foreign Currency Forward Exchange Contracts, assets	$ 7,092	$ 11,218
Embedded Derivative Instruments, assets	38	23
Other Assets [Member]
Foreign Currency Forward Exchange Contracts, assets	1,321	1,590
Accrued Liabilities [Member]
Foreign Currency Forward Exchange Contracts, liabilities	1,606	1,563
Embedded Derivative Instruments, liabilities	82	189
Other Liabilities [Member]
Foreign Currency Forward Exchange Contracts, liabilities	1,096	169
Embedded Derivative Instruments, liabilities	813	1,626
Long Term Debt Net Of Current Maturities [Member]
Interest Rate Swap, liabilities	$ 1,354	$ 0

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Acquisitions (Narrative) (Details) (USD $)	0 Months Ended	12 Months Ended	0 Months Ended
	Jul. 26, 2011 Souriau Group [Member]	Oct. 28, 2011 Souriau Group [Member]	Dec. 30, 2010 Eclipse Electronic Systems, Inc [Member]
Business Acquisition [Line Items]
Acquired outstanding capital stock	$ 726,700,000		$ 123,800,000
Cash acquired	17,800,000
Estimated fair value adjustment for inventory, will be recognized as cost of goods sold	41,700,000
Fair value adjustment for inventory, cost of goods sold period, months	4.5
Goodwill	355,735,000		67,613,000
Transaction expenses	9,200,000
Loss on sale		19,200,000
Sale of business		77,900,000
Gains related to foreign currency fluctuation	6,300,000
Contingent consideration deposited in escrow account			14,000,000
Estimated fair value of the contingent consideration			$ 13,400,000
Payment of contingent consideration for performance objective period, years			3

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Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Income Taxes [Abstract]
Realized current income tax benefit	$ 37,283,000	$ 34,501,000	$ 24,017,000
Income tax benefit associated with the release of unrecognized tax benefits	5,200,000
Deferred tax benefits	(12,345,000)	(9,997,000)	(11,468,000)
Unrecognized tax benefits associated with research and experimentation tax credits and operating losses	5,200,000
Tax credit carryforward, amount	1,400,000
Tax credit carryforward expiration period	2018
Unrecognized foreign tax benefits associated with losses on the disposition of assets released as a result of the expiration of a statute of limitations		6,800,000
Incremental tax benefit received upon exercise of non-qualified employee stock options	1,800,000	3,500,000	100,000
Undistributed foreign earnings	369,600,000
Unrecognized tax benefits	10,908,000	15,248,000
Unrecognized tax benefits, interest	1,437,000
Unrecognized tax benefits related to operating losses and tax credits decrease as a result of settlement of examinations and/or the expiration of statutes of limitations	$ 800,000

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Derivative Financial Instruments (Narrative) (Details)	1 Months Ended	12 Months Ended							1 Months Ended
	Jun. 30, 2009	Oct. 28, 2011 USD ($)	Oct. 29, 2010 USD ($)	Jul. 31, 2011 EUR (€)	Dec. 31, 2010 USD ($)	Nov. 30, 2010 USD ($)	Oct. 28, 2011 Swap [Member] USD ($)	Dec. 31, 2010 Swap [Member] USD ($)	Sep. 30, 2003 Hundred Million Interest Rate Swap Agreement [Member]	Oct. 28, 2011 Seventy Five Million Interest Rate Swap Agreement [Member]	Oct. 28, 2011 Minimum [Member]	Oct. 28, 2011 Maximum [Member]
Outstanding foreign currency forward exchange contracts		$ 431,200,000	$ 245,500,000
Amount of interest rate swap agreement						100,000,000		75,000,000
Senior notes					175,000,000	175,000,000
Senior notes maturity year	2017								2017
Fixed interest rate										6.625%
Percentage of margin on LIBOR			4.865%				4.47%				4.47%	4.90%
Variable interest rate		5.293%					4.898%
Fair value of interest rate swap, liability		100,000					1,200,000
Amount of term loan				125,000,000
Interest receivable		400,000
Losses on foreign currency forward exchange contracts not designated as an accounting hedge		300,000	100,000
Reclassification of net gain into earnings		$ 4,300,000
Maximum duration of foreign currency cash flow hedge		23

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Business Segment Information (Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011		Oct. 29, 2010		Oct. 30, 2009
Segment Reporting Information [Line Items]
Segment Earnings	$ 240,030		$ 228,567		$ 184,654
Identifiable Assets	3,247,173		2,292,744		2,188,711
Domestic [Member]
Segment Reporting Information [Line Items]
Segment Earnings	178,145	[1]	132,966	[1]	118,349	[1]
Identifiable Assets	947,896	[2]	756,043	[2]	760,480	[2]
Canada [Member]
Segment Reporting Information [Line Items]
Segment Earnings	38,027	[1]	35,583	[1]	18,279	[1]
Identifiable Assets	583,042	[2]	638,199	[2]	565,434	[2]
France [Member]
Segment Reporting Information [Line Items]
Segment Earnings	(7,615)	[1]	16,096	[1]	15,268	[1]
Identifiable Assets	1,050,999	[2]	214,669	[2]	211,152	[2]
United Kingdom [Member]
Segment Reporting Information [Line Items]
Segment Earnings	24,305	[1]	39,250	[1]	28,435	[1]
Identifiable Assets	582,436	[2]	614,523	[2]	586,795	[2]
All Other Foreign [Member]
Segment Reporting Information [Line Items]
Segment Earnings	7,168	[1]	4,672	[1]	4,323	[1]
Identifiable Assets	$ 82,800	[2]	$ 69,310	[2]	$ 64,850	[2]

[1] Before corporate expense, shown on page 70.

[2] Excludes corporate, shown on page 71.

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Retirement Benefits (Tables)

12 Months Ended

Oct. 28, 2011

Oct. 29, 2010

Schedule Of Plan Assets Allocation

				Actual
	Target			2011			2010
Plan assets allocation as of fiscal year end:
Equity securities		55 – 75	%		52.3	%		57.0	%
Debt securities		25 – 45	%		38.7	%		39.0	%
Cash		0	%		9.0	%		4.0	%
Total					100.0	%		100.0	%

Schedule Of Plan Assets By Asset Category

In Thousands	Fair Value Hierarchy
	Level 1		Level 2		Total
Asset category:
Equity Funds
Registered Investments Company Funds – U.S. Equity	$	47,444	$	0	$	47,444
Commingled Trust Funds – U.S. Equity		0		27,936		27,936
U.S. Equity Securities		25,729		0		25,729
Non-U.S. Equity Securities		21,444		0		21,444
Commingled Trust Fund – Non-U.S. Securities		0		34,707		34,707
Fixed Income Securities
Registered Investments Company Funds – Fixed Income		31,790		0		31,790
Commingled Trust Fund – Fixed Income		0		38,070		38,070
Mortgage and Asset-backed		0		317		317
Non-U.S. Foreign Commercial and Government Bonds		46,410		0		46,410
Cash and Cash Equivalents		26,979		0		26,979
Total	$	199,796	$	101,030	$	300,826

In Thousands	Fair Value Hierarchy
	Level 1		Level 2		Total
Asset category:
Equity Funds
Registered Investments Company Funds – U.S. Equity	$	44,705	$	0	$	44,705
Commingled Trust Funds – U.S. Equity		0		25,885		25,885
U.S. Equity Securities		24,113		0		24,113
Non-U.S. Equity Securities		21,932		0		21,932
Commingled Trust Fund – Non-U.S. Securities		0		35,545		35,545
Fixed Income Securities
Registered Investments Company Funds – Fixed Income		28,075		0		28,075
Commingled Trust Fund – Fixed Income		0		33,413		33,413
Mortgage and Asset-backed		0		449		449
Non-U.S. Foreign Commercial and Government Bonds		43,797		0		43,797
Cash and Cash Equivalents		11,975		0		11,975
Total	$	174,597	$	95,292	$	269,889

Components Of Net Periodic Costs

	Defined Benefit Pension Plans									Post-Retirement Benefit Plans
In Thousands	2011			2010			2009			2011			2010			2009
Components of Net Periodic Cost
Service cost	$	8,583		$	7,370		$	5,413		$	447		$	326		$	366
Interest cost		19,044			18,950			19,151			754			785			773
Expected return on plan assets		(20,354	)		(17,954	)		(14,878	)		0			0			0
Amortization of prior service cost		21			21			18			0			0			0
Amortization of actuarial (gain) loss		8,450			7,602			3,961			(17	)		(78	)		(90	)
Net periodic cost	$	15,744		$	15,989		$	13,665		$	1,184		$	1,033		$	1,049

Reconciliation Of Benefit Obligation, Plan Assets And Funded Status

	Defined Benefit   Pension Plans						Post-Retirement Benefit Plans
In Thousands	2011			2010			2011			2010
Benefit Obligations
Beginning balance	$	360,859		$	313,071		$	15,078		$	12,891
Currency translation adjustment		3,697			5,111			384			498
Service cost		8,583			7,370			447			326
Interest cost		19,044			18,950			754			785
One-time charge benefit adjustment		0			646			0			(425	)
Plan participants contributions		95			146			0			0
Amendment		0			0			(287	)		0
Actuarial (gain) loss		18,490			35,117			(880	)		1,774
Acquisitions		10,147			0			0			0
Benefits paid		(19,336	)		(19,552	)		(1,104	)		(771	)
Ending balance	$	401,579		$	360,859		$	14,392		$	15,078
Plan Assets – Fair Value
Beginning balance	$	269,889		$	230,186		$	291		$	0
Currency translation adjustment		2,873			4,932			4			0
Realized and unrealized gain (loss) on plan assets		14,936			33,610			0			0
Acquisitions		0			0			0			0
Plan participants contributions		95			146			0			0
Company contribution		33,228			21,284			510			1,062
Expenses paid		(859	)		(610	)		0			0
Benefits paid		(19,336	)		(19,659	)		(805	)		(771	)
Ending balance	$	300,826		$	269,889		$	0		$	291
Funded Status
Fair value of plan assets	$	300,826		$	269,889		$	0		$	291
Benefit obligations		(401,579	)		(360,859	)		(14,392	)		(15,078	)
Net amount recognized	$	(100,753	)	$	(90,970	)	$	(14,392	)	$	(14,787	)

Schedule Of Amounts Recognized In Consolidated Balance Sheet And Accumulated Other Comprehensive Income

	Defined Benefit Pension Plans						Post-Retirement Benefit Plans
In Thousands	2011			2010			2011			2010
Amount Recognized in the
Consolidated Balance Sheet
Current liability	$	(1,205	)	$	(1,096	)	$	(557	)	$	(586	)
Non-current liability		(99,548	)		(89,874	)		(13,835	)		(14,201	)
Net amount recognized	$	(100,753	)	$	(90,970	)	$	(14,392	)	$	(14,787	)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss (gain)	$	115,738		$	99,469		$	(1,233	)	$	(39	)
Prior service cost		268			297			0			0
Transition asset (obligation)		0			0			0			0
Ending balance	$	116,006		$	99,766		$	(1,233	)	$	(39	)

Schedule Of Estimated Benefit Payments

Fiscal Year
2012	$	24,047
2013		24,416
2014		25,519
2015		26,516
2016		27,529
2017 – 2021		167,627

Esterline Plans [Member]

Schedule Of Assumptions Used In Calculating Net Periodic Costs

	Esterline Defined Benefit Pension Plans						CMC Defined Benefit Pension Plans
	2011			2010			2011			2010
Principal assumptions as of fiscal year end:
Discount Rate		5.0	%		5.5	%		5.0	%		5.0	%
Rate of increase in future compensation levels		4.5	%		4.5	%		3.1	%		3.2	%
Assumed long-term rate of return on plan assets		7.5	%		8.0	%		7.0	%		7.0	%

CMC Plans [Member]

Schedule Of Assumptions Used In Calculating Net Periodic Costs

	Esterline Post-Retirement  Benefit Plans						CMC Post-Retirement Benefit Plans
	2011			2010			2011			2010
Principal assumptions as of fiscal year end:
Discount Rate		5.0	%		5.5	%		5.0	%		5.0	%
Initial weighted average health care trend rate		6.0	%		6.0	%		3.7	%		4.1	%
Ultimate weighted average health care trend rate		6.0	%		6.0	%		3.2	%		3.4	%

XML

Intangible Assets (Schedule Of Estimated Amortization Expense Related To Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011
Intangible Assets [Abstract]
2012	$ 55,523
2013	54,940
2014	54,316
2015	53,230
2016	$ 52,870

XML

Capital Stock

12 Months Ended

Oct. 28, 2011

Capital Stock [Abstract]

Capital Stock

NOTE 14:     Capital Stock

The authorized capital stock of the Company consists of 25,000 shares of preferred stock ($100 par value), 475,000 shares of serial preferred stock ($1.00 par value), each issuable in series, and 60,000,000 shares of common stock ($.20 par value). At the end of fiscal 2011, there were no shares of preferred stock or serial preferred stock outstanding.

Effective December 5, 2002, the Board of Directors adopted a Shareholder Rights Plan, providing for the distribution of one Series B Serial Preferred Stock Purchase Right (Right) for each share of common stock held as of December 23, 2002. Each Right entitles the holder to purchase one one-hundredth of a share of Series B Serial Preferred Stock at an exercise price of $161.00, as may be adjusted from time to time.

The Right to purchase shares of Series B Serial Preferred Stock is triggered once a person or entity (together with such person's or entity's affiliates) beneficially owns 15% or more of the outstanding shares of common stock of the Company (such person or entity, an Acquiring Person). When the Right is triggered, the holder may purchase one one-hundredth of a share of Series B Serial Preferred Stock at an exercise price of $161.00 per share. If after the Rights are triggered, (i) the Company is the surviving corporation in a merger or similar transaction with an Acquiring Person, (ii) the Acquiring Person beneficially owns more than 15% of the outstanding shares of common stock or (iii) the Acquiring Person engages in other "self-dealing" transactions, holders of the Rights can elect to purchase shares of common stock of the Company with a market value of twice the exercise price. Similarly, if after the Rights are triggered, the Company is not the surviving corporation of a merger or similar transaction or the Company sells 50% or more of its assets to another person or entity, holders of the Rights may elect to purchase shares of common stock of the surviving corporation or that person or entity who purchased the Company's assets with a market value of twice the exercise price.

XML

Guarantors

12 Months Ended

Oct. 28, 2011

Guarantors [Abstract]

Guarantors

NOTE 19: Guarantors

The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X for fiscal 2011, 2010, and 2009 for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility, Senior Notes due 2017, and Senior Notes due 2020; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility, Senior Notes due 2017, and Senior Notes due 2020 (Non-Guarantor Subsidiaries). The Guarantor Subsidiaries previously guaranteed the Senior Subordinated Notes due 2013 that were repurchased or otherwise redeemed in August 2010. The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation and have fully and unconditionally, jointly and severally, guaranteed the secured credit facility, the Senior Notes due 2017, the Senior Notes due 2020, and the Senior Subordinated Notes (until such Senior Subordinated Notes were repurchased or otherwise redeemed in August 2010).

Condensed Consolidating Balance Sheet as of October 28, 2011

		0000000000			0000000000			0000000000		0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	49,837		$	13,450		$	121,748	$	0		$	185,035
Escrow deposit		5,011			0			0		0			5,011
Accounts receivable, net		158			137,927			231,741		0			369,826
Inventories		0			143,866			258,682		0			402,548
Income tax refundable		0			0			2,857		0			2,857
Deferred income tax benefits		25,585			1,574			21,092		0			48,251
Prepaid expenses		59			5,006			14,180		0			19,245
Other current assets		140			344			6,056		0			6,540
Total Current Assets		80,790			302,167			656,356		0			1,039,313
Property, Plant & Equipment, Net		1,109			161,297			206,010		0			368,416
Goodwill		0			313,788			849,937		0			1,163,725
Intangibles, Net		0			140,590			553,325		0			693,915
Debt Issuance Costs, Net		9,033			0			1,662		0			10,695
Deferred Income Tax Benefits		27,925			125			51,555		0			79,605
Other Assets		10,307			2,321			10,289		0			22,917
Amounts Due From (To) Subsidiaries		350,407			482,330			0		(832,737	)		0
Investment in Subsidiaries		1,953,823			624,856			321,170		(2,899,849	)		0
Total Assets	$	2,433,394		$	2,027,474		$	2,650,304	$	(3,732,586	)	$	3,378,586
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	$	812		$	26,525		$	92,551	$	0		$	119,888
Accrued liabilities		18,587			79,524			172,311		0			270,422
Credit facilities		0			0			5,000		0			5,000
Current maturities of long-term debt		0			211			11,384		0			11,595
Deferred income tax liabilities		238			(1	)		9,301		0			9,538
Federal and foreign income taxes		(1,326	)		(25,185	)		28,429		0			1,918
Total Current Liabilities		18,311			81,074			318,976		0			418,361
Credit Facilities		360,000			0			0		0			360,000
Long-Term Debt, Net		426,354			44,289			189,385		0			660,028
Deferred Income Tax Liabilities		32,959			21,971			183,779		0			238,709
Pension and Post-Retirement Obligations		17,849			38,335			51,693		0			107,877
Other Liabilities		4,003			8,549			7,141		0			19,693
Amounts Due To (From) Subsidiaries		0			0			444,820		(444,820	)		0
Shareholders' Equity		1,573,918			1,833,256			1,454,510		(3,287,766	)		1,573,918
Total Liabilities and Shareholders' Equity	$	2,433,394		$	2,027,474		$	2,650,304	$	(3,732,586	)	$	3,378,586

Condensed Consolidating Statement of Operations for the fiscal year ended October 28, 2011

		0000000000000			0000000000000			0000000000000			0000000000000			0000000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales		$                  0			$        880,711			$        840,130			$         (2,856	)		$     1,717,985
Cost of Sales		0			563,033			568,088			(2,856	)		1,128,265
		0			317,678			272,042			0			589,720
Expenses
Selling, general and administrative		0			120,548			183,606			0			304,154
Research, development and engineering		0			39,352			55,153			0			94,505
Other (income) expense		0			38			(6,891	)		0			(6,853	)
Total Expenses		0			159,938			231,868			0			391,806
Operating Earnings from Continuing Operations		0			157,740			40,174			0			197,914
Interest income		(15,461	)		(4,702	)		(45,411	)		63,959			(1,615	)
Interest expense		33,270			22,178			48,727			(63,959	)		40,216
Loss on extinguishment of debt		831			0			0			0			831
Income (Loss) from Continuing Operations Before Taxes		(18,640	)		140,264			36,858			0			158,482
Income Tax Expense (Benefit)		(4,274	)		21,322			7,890			0			24,938
Income (Loss) From Continuing Operations Including Noncontrolling Interests		(14,366	)		118,942			28,968			0			133,544
Income Attributable to Noncontrolling Interests		0			0			(457	)		0			(457	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(14,366	)		118,942			28,511			0			133,087
Income From Discontinued Operations Attributable to Esterline, Net of Tax		0			(47	)		0			0			(47	)
Equity in Net Income of Consolidated Subsidiaries		147,406			16,523			13,103			(177,032	)		0
Net Earnings (Loss) Attributable to Esterline		$        133,040			$        135,418			$        41,614			$      (177,032	)		$       133,040

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011

		0000000000			0000000000			0000000000			0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	133,497		$	135,418		$	41,614		$	(177,032	)	$	133,497
Depreciation & amortization		0			35,616			49,042			0			84,658
Deferred income tax		11,438			707			(24,490	)		0			(12,345	)
Share-based compensation		0			3,617			4,346			0			7,963
Gain on sale of capital assets		0			(3,605	)		(79	)		0			(3,684	)
Working capital changes, net of effect of acquisitions
Accounts receivable		116			1,768			21,927			0			23,811
Inventories		0			(8,452	)		8,467			0			15
Prepaid expenses		(10	)		722			(45	)		0			667
Other current assets		(140	)		(300	)		(2,135	)		0			(2,575	)
Accounts payable		(132	)		(2,219	)		(591	)		0			(2,942	)
Accrued liabilities		362			(6,253	)		(4,618	)		0			(10,509	)
Federal & foreign income taxes		11,949			(6,050	)		(6,715	)		0			(816	)
Other liabilities		(16,200	)		(3,996	)		(2,787	)		0			(22,983	)
Other, net		8,164			(19,245	)		8,753			0			(2,328	)
		149,044			127,728			92,689			(177,032	)		192,429
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(328	)		(22,724	)		(26,455	)		0			(49,507	)
Escrow deposit		(14,033	)		0			0			0			(14,033	)
Proceeds from sale of capital assets		0			6,541			2,912			0			9,453
Acquisitions of businesses, net of cash acquired		0			(106,059	)		(708,875	)		0			(814,934	)
		(14,361	)		(122,242	)		(732,418	)		0			(869,021	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011

		0000000000			0000000000			0000000000			0000000000		0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,253			0			0			0		13,253
Excess tax benefits from stock option exercises		1,830			0			0			0		1,830
Proceeds from long-term credit facilities		395,000			0			5,014			0		400,014
Repayment of long-term debt and credit facilities		(155,313	)		(321	)		(9,282	)		0		(164,916	)
Proceeds from issuance of long-term debt		0			0			176,875			0		176,875
Proceeds from government assistance		0			0			15,000			0		15,000
Dividends paid to noncontrolling interest		0			0			(238	)		0		(238	)
Debt and other issuance costs		(3,640	)		0			(1,758	)		0		(5,398	)
Net change in intercompany financing		(541,098	)		5,972			358,094			177,032		0
		(289,968	)		5,651			543,705			177,032		436,420
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		72			(4	)		3,019			0		3,087
Net Increase (Decrease) in Cash and Cash Equivalents		(155,213	)		11,133			(93,005	)		0		(237,085	)
Cash and Cash Equivalents – Beginning of Year		205,050			2,317			214,753			0		422,120
Cash and Cash Equivalents – End of Year	$	49,837		$	13,450		$	121,748		$	0	$	185,035

Condensed Consolidating Balance Sheet as of October 29, 2010

		0000000000			0000000000			0000000000		0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	205,050		$	2,317		$	214,753	$	0		$	422,120
Accounts receivable, net		274			131,531			177,437		0			309,242
Inventories		0			118,567			143,806		0			262,373
Income tax refundable		12,548			0			5,258		0			17,806
Deferred income tax benefits		23,507			(1,627	)		15,659		0			37,539
Prepaid expenses		49			5,729			10,486		0			16,264
Other current assets		0			1			11,240		0			11,241
Total Current Assets		241,428			256,518			578,639		0			1,076,585
Property, Plant & Equipment, Net		1,249			162,407			110,114		0			273,770
Goodwill		0			246,176			493,554		0			739,730
Intangibles, Net		0			89,812			299,205		0			389,017
Debt Issuance Costs, Net		7,774			0			0		0			7,774
Deferred Income Tax Benefits		44,407			3,537			39,678		0			87,622
Other Assets		(69	)		2,004			11,305		0			13,240
Amounts Due From (To) Subsidiaries		41,529			271,345			0		(312,874	)		0
Investment in Subsidiaries		1,710,032			149,607			227,869		(2,087,508	)		0
Total Assets	$	2,046,350		$	1,181,406		$	1,760,364	$	(2,400,382	)	$	2,587,738
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	$	944		$	28,345		$	52,986	$	0		$	82,275
Accrued liabilities		18,662			73,870			122,562		0			215,094
Credit facilities		0			0			1,980		0			1,980
Current maturities of long-term debt		10,938			80			1,628		0			12,646
Deferred income tax liabilities		197			278			6,680		0			7,155
Federal and foreign income taxes		(727	)		(20,522	)		26,476		0			5,227
Total Current Liabilities		30,014			82,051			212,312		0			324,377
Long-Term Debt, Net		534,375			44,525			20,072		0			598,972
Deferred Income Tax Liabilities		40,300			123			86,658		0			127,081
Pension and Post-Retirement Obligations		16,629			42,279			46,425		0			105,333
Other Liabilities		9,533			251			6,692		0			16,476
Amounts Due To (From) Subsidiaries		0			0			310,115		(310,115	)		0
Shareholders' Equity		1,415,499			1,012,177			1,078,090		(2,090,267	)		1,415,499
Total Liabilities and
Shareholders' Equity	$	2,046,350		$	1,181,406		$	1,760,364	$	(2,400,382	)	$	2,587,738

Condensed Consolidating Statement of Operations for the fiscal year ended October 29, 2010

		0000000000			0000000000			0000000000			0000000000			0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales	$	0		$	788,677		$	738,811		$	(887	)	$	1,526,601
Cost of Sales		0			520,739			490,538			(887	)		1,010,390
		0			267,938			248,273			0			516,211
Expenses
Selling, general and administrative		0			121,115			137,175			0			258,290
Research, development and engineering		0			29,385			40,368			0			69,753
Other (income) expense		0			(12	)		4			0			(8	)
Total Expenses		0			150,488			177,547			0			328,035
Operating Earnings from
Continuing Operations		0			117,450			70,726			0			188,176
Interest income		(15,838	)		(2,516	)		(38,172	)		55,566			(960	)
Interest expense		28,948			20,023			39,776			(55,566	)		33,181
Loss on extinguishment of debt		1,206			0			0			0			1,206
Income (Loss) from Continuing Operations Before Taxes		(14,316	)		99,943			69,122			0			154,749
Income Tax Expense (Benefit)		(3,286	)		22,752			5,038			0			24,504
Income (Loss) From Continuing
Operations Including
Noncontrolling Interests		(11,030	)		77,191			64,084			0			130,245
Income Attributable to
Noncontrolling Interests		0			0			(206	)		0			(206	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(11,030	)		77,191			63,878			0			130,039
Income From Discontinued Operations Attributable to Esterline, Net of Tax		9,545			2,336			0			0			11,881
Equity in Net Income of Consolidated Subsidiaries		143,405			36,860			3,395			(183,660	)		0
Net Earnings (Loss) Attributable to Esterline	$	141,920		$	116,387		$	67,273		$	(183,660	)	$	141,920

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 29, 2010

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	141,920		$	116,387		$	67,479		$	(183,660	)	$	142,126
Depreciation & amortization		0			32,390			39,727			0			72,117
Deferred income tax		994			27			(11,018	)		0			(9,997	)
Share-based compensation		0			3,306			3,828			0			7,134
Gain on sale of discontinued operations		(14,625	)		0			0			0			(14,625	)
Working capital changes, net of effect of acquisitions
Accounts receivable		(274	)		(13,793	)		(25,097	)		0			(39,164	)
Inventories		0			1,483			9,251			0			10,734
Prepaid expenses		(49	)		(854	)		2,017			0			1,114
Other current assets		0			(1	)		2,286			0			2,285
Accounts payable		366			6,043			(5,553	)		0			856
Accrued liabilities		5,637			12,968			2,698			0			21,303
Federal & foreign income taxes		(777	)		(19,136	)		13,306			0			(6,607	)
Other liabilities		6,138			(6,550	)		(7,159	)		0			(7,571	)
Other, net		(8,173	)		10,872			(2,603	)		0			96
		131,157			143,142			89,162			(183,660	)		179,801
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(182	)		(18,920	)		(26,438	)		0			(45,540	)
Proceeds from sale of discontinued operations, net of cash		24,994			0			0			0			24,994
Proceeds from sale of capital assets		0			488			107			0			595
Acquisitions of businesses, net of cash acquired		0			(360	)		(408	)		0			(768	)
		24,812			(18,792	)		(26,739	)		0			(20,719	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 29, 2010

		0000000000			0000000000			0000000000			0000000000		0000000000
In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,654			0			0			0		13,654
Excess tax benefits from stock option exercises		3,488			0			0			0		3,488
Net change in credit facilities		0			0			(4,015	)		0		(4,015	)
Repayment of long-term debt		(182,029	)		(385	)		(668	)		0		(183,082	)
Proceeds from issuance of long-term debt		250,000			0			0			0		250,000
Proceeds from government assistance		0			0			9,168			0		9,168
Debt and other issuance costs		(4,719	)		0			0			0		(4,719	)
Dividends paid to noncontrolling interest		0			0			(234	)		0		(234	)
Net change in intercompany financing		(79,220	)		(126,284	)		21,844			183,660		0
		1,174			(126,669	)		26,095			183,660		84,260
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		0			15			1,969			0		1,984
Net Increase (Decrease) in Cash and Cash Equivalents		157,143			(2,304	)		90,487			0		245,326
Cash and Cash Equivalents – Beginning of Year		47,907			4,621			124,266			0		176,794
Cash and Cash Equivalents – End of Year	$	205,050		$	2,317		$	214,753		$	0	$	422,120

Condensed Consolidating Statement of Operations for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales		$                  0			$        761,270			$        647,624			$           (1,435	)		$     1,407,459
Cost of Sales		0			512,090			443,506			(1,435	)		954,161
		0			249,180			204,118			0			453,298
Expenses
Selling, general and administrative		0			117,783			117,700			0			235,483
Research, development and engineering		0			27,771			36,685			0			64,456
Other expense (income)		4,202			10,652			(6,884	)		0			7,970
Total Expenses		4,202			156,206			147,501			0			307,909
Operating Earnings from Continuing Operations		(4,202	)		92,974			56,617			0			145,389
Interest income		(23,125	)		(3,717	)		(35,894	)		61,102			(1,634	)
Interest expense		26,983			23,925			38,883			(61,102	)		28,689
Income (Loss) from Continuing Operations Before Taxes		(8,060	)		72,766			53,628			0			118,334
Income Tax
Expense (Benefit)		(1,231	)		1,331			12,449			0			12,549
Income (Loss) From Continuing Operations Including Noncontrolling Interests		(6,829	)		71,435			41,179			0			105,785
Income Attributable to Noncontrolling Interests		0			0			(217	)		0			(217	)
Income (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(6,829	)		71,435			40,962			0			105,568
Income From Discontinued Operations Attributable to Esterline, Net of Tax		0			14,230			0			0			14,230
Equity in Net Income of Consolidated Subsidiaries		126,627			22,717			5,733			(155,077	)		0
Net Earnings (Loss)
Attributable to Esterline		$        119,798			$        108,382			$         46,695			$        (155,077	)		$        119,798

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	119,798		$	108,382		$	46,912		$	(155,077	)	$	120,015
Depreciation & amortization		0			30,667			40,844			0			71,511
Deferred income tax		(7,128	)		(1,536	)		(2,804	)		0			(11,468	)
Share-based compensation		0			3,728			3,621			0			7,349
Gain on sale of discontinued operations		0			(26,481	)		0			0			(26,481	)
Working capital changes, net of effect of acquisitions
Accounts receivable		205			10,487			43,854			0			54,546
Inventories		0			10,273			(4,219	)		0			6,054
Prepaid expenses		26			(273	)		(3,643	)		0			(3,890	)
Other current assets		0			0			(15,428	)		0			(15,428	)
Accounts payable		68			(7,854	)		(11,001	)		0			(18,787	)
Accrued liabilities		(2,642	)		(7,726	)		(1,565	)		0			(11,933	)
Federal & foreign income taxes		(8,969	)		9,448			258			0			737
Other liabilities		2,928			(12,038	)		1,447			0			(7,663	)
Other, net		1			2,102			(9,996	)		0			(7,893	)
		104,287			119,179			88,280			(155,077	)		156,669
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(213	)		(36,459	)		(22,512	)		0			(59,184	)
Proceeds from sale of discontinued operations, net of cash		0			62,944			0			0			62,944
Proceeds from sale of capital assets		0			705			384			0			1,089
Acquisitions of businesses, net of cash acquired		0			(89,812	)		(165,394	)		0			(255,206	)
		(213	)		(62,622	)		(187,522	)		0			(250,357	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 30, 2009

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Total
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		3,137			0			0			0		3,137
Excess tax benefits from stock option exercises		119			0			0			0		119
Net change in credit facilities		0			0			99			0		99
Repayment of long-term debt		(33,019	)		(740	)		(685	)		0		(34,444	)
Proceeds from issuance of long-term debt		125,000			0			0			0		125,000
Proceeds from government assistance		0			0			11,145			0		11,145
Debt and other issuance costs		(1,258	)		0			0			0		(1,258	)
Dividends paid to noncontrolling interests		0			0			(283	)		0		(283	)
Net change in intercompany financing		(231,030	)		(72,854	)		148,807			155,077		0
		(137,051	)		(73,594	)		159,083			155,077		103,515
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		0			(255	)		6,577			0		6,322
Net Increase (Decrease) in Cash and Cash Equivalents		(32,977	)		(17,292	)		66,418			0		16,149
Cash and Cash Equivalents – Beginning of Year		80,884			21,913			57,848			0		160,645
Cash and Cash Equivalents – End of Year	$	47,907		$	4,621		$	124,266		$	0	$	176,794

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Guarantors (Schedule Of Condensed Consolidating Balance Sheet) (Details) (USD $)	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009	Oct. 31, 2008
Guarantor Obligations [Line Items]
Cash and cash equivalents	$ 185,035,000	$ 422,120,000	$ 176,794,000	$ 160,645,000
Escrow deposit	5,011,000	0
Accounts receivable, net	369,826,000	309,242,000
Inventories	402,548,000	262,373,000
Income tax refundable	2,857,000	17,806,000
Deferred income tax benefits	48,251,000	37,539,000
Prepaid expenses	19,245,000	16,264,000
Other current assets	6,540,000	11,241,000
Total Current Assets	1,039,313,000	1,076,585,000
Property, Plant & Equipment, Net	368,416,000	273,770,000
Goodwill	1,163,725,000	739,730,000	736,808,000
Intangibles, Net	693,915,000	389,017,000
Debt Issuance Costs, Net	10,695,000	7,774,000
Deferred Income Tax Benefits	79,605,000	87,622,000
Other Assets	22,917,000	13,240,000
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	0	0
Total Assets	3,378,586,000	2,587,738,000	2,314,247,000
Accounts payable	119,888,000	82,275,000
Accrued liabilities	270,422,000	215,094,000
Credit facilities	5,000,000	1,980,000
Current maturities of long-term debt	11,595,000	12,646,000
Deferred income tax liabilities	9,538,000	7,155,000
Federal and foreign income taxes	1,918,000	5,227,000
Total Current Liabilities	418,361,000	324,377,000
Credit facilities	360,000,000	0
Long-Term Debt, Net	660,028,000	598,972,000
Deferred Income Tax Liabilities	238,709,000	127,081,000
Pension and post-retirement obligations	107,877,000	105,333,000
Other Liabilities	19,693,000	16,476,000
Amounts Due To (From) Subsidiaries	0	0
Shareholders' Equity	1,573,918,000	1,415,499,000	1,255,752,000
Total Liabilities and Shareholders' Equity	3,378,586,000	2,587,738,000
Parent [Member]
Guarantor Obligations [Line Items]
Cash and cash equivalents	49,837,000	205,050,000	47,907,000	80,884,000
Escrow deposit	5,011,000
Accounts receivable, net	158,000	274,000
Inventories	0	0
Income tax refundable	0	12,548,000
Deferred income tax benefits	25,585,000	23,507,000
Prepaid expenses	59,000	49,000
Other current assets	140,000	0
Total Current Assets	80,790,000	241,428,000
Property, Plant & Equipment, Net	1,109,000	1,249,000
Goodwill	0	0
Intangibles, Net	0	0
Debt Issuance Costs, Net	9,033,000	7,774,000
Deferred Income Tax Benefits	27,925,000	44,407,000
Other Assets	10,307,000	(69,000)
Amounts Due From (To) Subsidiaries	350,407,000	41,529,000
Investment in Subsidiaries	1,953,823,000	1,710,032,000
Total Assets	2,433,394,000	2,046,350,000
Accounts payable	812,000	944,000
Accrued liabilities	18,587,000	18,662,000
Credit facilities	0	0
Current maturities of long-term debt	0	10,938,000
Deferred income tax liabilities	238,000	197,000
Federal and foreign income taxes	(1,326,000)	(727,000)
Total Current Liabilities	18,311,000	30,014,000
Credit facilities	360,000,000
Long-Term Debt, Net	426,354,000	534,375,000
Deferred Income Tax Liabilities	32,959,000	40,300,000
Pension and post-retirement obligations	17,849,000	16,629,000
Other Liabilities	4,003,000	9,533,000
Amounts Due To (From) Subsidiaries	0	0
Shareholders' Equity	1,573,918,000	1,415,499,000
Total Liabilities and Shareholders' Equity	2,433,394,000	2,046,350,000
Guarantor Subsidiaries [Member]
Guarantor Obligations [Line Items]
Cash and cash equivalents	13,450,000	2,317,000	4,621,000	21,913,000
Escrow deposit	0
Accounts receivable, net	137,927,000	131,531,000
Inventories	143,866,000	118,567,000
Income tax refundable	0	0
Deferred income tax benefits	1,574,000	(1,627,000)
Prepaid expenses	5,006,000	5,729,000
Other current assets	344,000	1,000
Total Current Assets	302,167,000	256,518,000
Property, Plant & Equipment, Net	161,297,000	162,407,000
Goodwill	313,788,000	246,176,000
Intangibles, Net	140,590,000	89,812,000
Debt Issuance Costs, Net	0	0
Deferred Income Tax Benefits	125,000	3,537,000
Other Assets	2,321,000	2,004,000
Amounts Due From (To) Subsidiaries	482,330,000	271,345,000
Investment in Subsidiaries	624,856,000	149,607,000
Total Assets	2,027,474,000	1,181,406,000
Accounts payable	26,525,000	28,345,000
Accrued liabilities	79,524,000	73,870,000
Credit facilities	0	0
Current maturities of long-term debt	211,000	80,000
Deferred income tax liabilities	(1,000)	278,000
Federal and foreign income taxes	(25,185,000)	(20,522,000)
Total Current Liabilities	81,074,000	82,051,000
Credit facilities	0
Long-Term Debt, Net	44,289,000	44,525,000
Deferred Income Tax Liabilities	21,971,000	123,000
Pension and post-retirement obligations	38,335,000	42,279,000
Other Liabilities	8,549,000	251,000
Amounts Due To (From) Subsidiaries	0	0
Shareholders' Equity	1,833,256,000	1,012,177,000
Total Liabilities and Shareholders' Equity	2,027,474,000	1,181,406,000
Non-Guarantor Subsidiaries [Member]
Guarantor Obligations [Line Items]
Cash and cash equivalents	121,748,000	214,753,000	124,266,000	57,848,000
Escrow deposit	0
Accounts receivable, net	231,741,000	177,437,000
Inventories	258,682,000	143,806,000
Income tax refundable	2,857,000	5,258,000
Deferred income tax benefits	21,092,000	15,659,000
Prepaid expenses	14,180,000	10,486,000
Other current assets	6,056,000	11,240,000
Total Current Assets	656,356,000	578,639,000
Property, Plant & Equipment, Net	206,010,000	110,114,000
Goodwill	849,937,000	493,554,000
Intangibles, Net	553,325,000	299,205,000
Debt Issuance Costs, Net	1,662,000	0
Deferred Income Tax Benefits	51,555,000	39,678,000
Other Assets	10,289,000	11,305,000
Amounts Due From (To) Subsidiaries	0	0
Investment in Subsidiaries	321,170,000	227,869,000
Total Assets	2,650,304,000	1,760,364,000
Accounts payable	92,551,000	52,986,000
Accrued liabilities	172,311,000	122,562,000
Credit facilities	5,000,000	1,980,000
Current maturities of long-term debt	11,384,000	1,628,000
Deferred income tax liabilities	9,301,000	6,680,000
Federal and foreign income taxes	28,429,000	26,476,000
Total Current Liabilities	318,976,000	212,312,000
Credit facilities	0
Long-Term Debt, Net	189,385,000	20,072,000
Deferred Income Tax Liabilities	183,779,000	86,658,000
Pension and post-retirement obligations	51,693,000	46,425,000
Other Liabilities	7,141,000	6,692,000
Amounts Due To (From) Subsidiaries	444,820,000	310,115,000
Shareholders' Equity	1,454,510,000	1,078,090,000
Total Liabilities and Shareholders' Equity	2,650,304,000	1,760,364,000
Eliminations [Member]
Guarantor Obligations [Line Items]
Cash and cash equivalents	0	0	0	0
Escrow deposit	0
Accounts receivable, net	0	0
Inventories	0	0
Income tax refundable	0	0
Deferred income tax benefits	0	0
Prepaid expenses	0	0
Other current assets	0	0
Total Current Assets	0	0
Property, Plant & Equipment, Net	0	0
Goodwill	0	0
Intangibles, Net	0	0
Debt Issuance Costs, Net	0	0
Deferred Income Tax Benefits	0	0
Other Assets	0	0
Amounts Due From (To) Subsidiaries	(832,737,000)	(312,874,000)
Investment in Subsidiaries	(2,899,849,000)	(2,087,508,000)
Total Assets	(3,732,586,000)	(2,400,382,000)
Accounts payable	0	0
Accrued liabilities	0	0
Credit facilities	0	0
Current maturities of long-term debt	0	0
Deferred income tax liabilities	0	0
Federal and foreign income taxes	0	0
Total Current Liabilities	0	0
Credit facilities	0
Long-Term Debt, Net	0	0
Deferred Income Tax Liabilities	0	0
Pension and post-retirement obligations	0	0
Other Liabilities	0	0
Amounts Due To (From) Subsidiaries	(444,820,000)	(310,115,000)
Shareholders' Equity	(3,287,766,000)	(2,090,267,000)
Total Liabilities and Shareholders' Equity	$ (3,732,586,000)	$ (2,400,382,000)

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Goodwill (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010
Goodwill, Beginning Balance	$ 739,730	$ 736,808
Goodwill adjustments		1,007
Goodwill from acquisitions	410,666
Sale of businesses		(3,319)
Foreign currency translation adjustment	13,329	5,234
Goodwill, Ending Balance	1,163,725	739,730
Avionics & Controls [Member]
Goodwill, Beginning Balance	438,339	427,978
Goodwill adjustments		1,007
Goodwill from acquisitions	67,613
Sale of businesses		0
Foreign currency translation adjustment	7,556	9,354
Goodwill, Ending Balance	513,508	438,339
Sensors & Systems [Member]
Goodwill, Beginning Balance	87,389	92,622
Goodwill adjustments		0
Goodwill from acquisitions	343,053
Sale of businesses		(3,319)
Foreign currency translation adjustment	5,203	(1,914)
Goodwill, Ending Balance	435,645	87,389
Advanced Materials [Member]
Goodwill, Beginning Balance	214,002	216,208
Goodwill adjustments		0
Goodwill from acquisitions	0
Sale of businesses		0
Foreign currency translation adjustment	570	(2,206)
Goodwill, Ending Balance	$ 214,572	$ 214,002

XML

Acquisitions (Tables)

12 Months Ended

Oct. 28, 2011

Souriau Group [Member]

Business Acquisition [Line Items]

Allocation Of Estimated Fair Value Of Assets Acquired And Liabilities Assumed

In Thousands

As of July 26, 2011

Current assets	$      228,694
Property, plant and equipment	91,843
Intangible assets subject to amortization
Programs (15 year weighted average useful life)	233,903
Trade name (10 year weighted average useful life)	46,075
Goodwill	355,735
Other assets	553
Total assets acquired	956,803
Current liabilities assumed	111,932
Long-term liabilities assumed	109,797
Noncontrolling interest	8,369
Net assets acquired	$      726,705

Pro Forma Financial Information

		00000000000		00000000000
In Thousands	2011		2010
Pro forma net sales	$	1,972,079	$	1,813,975
Pro forma net income	$	159,353	$	147,599
Basic earnings per share as reported	$	4.36	$	4.73
Pro forma basic earnings per share	$	5.22	$	4.92
Diluted earnings per share as reported	$	4.27	$	4.66
Pro forma diluted earnings per share	$	5.12	$	4.84

Eclipse Electronic Systems, Inc [Member]

Business Acquisition [Line Items]

Allocation Of Estimated Fair Value Of Assets Acquired And Liabilities Assumed

Current assets	$        31,826
Property, plant and equipment	2,154
Intangible assets subject to amortization
Technology (10 year weighted average useful life)	53,200
Goodwill	67,613
Total assets acquired	154,793
Current liabilities assumed	35,974
Long-term liabilities assumed	8,350
Net assets acquired	$      110,469

XML

Consolidated Statement Of Cash Flows In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011 USD ($)	Oct. 29, 2010 USD ($)	Oct. 30, 2009 USD ($)
Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$ 133,497	$ 142,126	$ 120,015
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization	84,658	72,117	71,511
Deferred income tax	(12,345)	(9,997)	(11,468)
Share-based compensation	7,963	7,134	7,349
Gain on sale of discontinued operations	0	(14,625)	(26,481)
Gain on sale of capital assets	(3,684)	0	0
Working capital changes, net of effect of acquisitions:
Accounts receivable	23,811	(39,164)	54,546
Inventories	15	10,734	6,054
Prepaid expenses	667	1,114	(3,890)
Other current assets	(2,575)	2,285	(15,428)
Accounts payable	(2,942)	856	(18,787)
Accrued liabilities	(10,509)	21,303	(11,933)
Federal and foreign income taxes	(816)	(6,607)	737
Other liabilities	(22,983)	(7,571)	(7,663)
Other, net	(2,328)	96	(7,893)
Net Cash Provided (Used) by Operating Activities	192,429	179,801	156,669
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets	(49,507)	(45,540)	(59,184)
Escrow deposit	(14,033)	0	0
Proceeds from sale of discontinued operations, net of cash	0	24,994	62,944
Proceeds from sale of capital assets	9,453	595	1,089
Acquisitions of businesses, net of cash acquired	(814,934)	(768)	(255,206)
Net Cash Provided (Used) by Investing Activities	(869,021)	(20,719)	(250,357)
Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans	13,253	13,654	3,137
Excess tax benefits from stock option exercises	1,830	3,488	119
Proceeds from long-term credit facilities	400,014	(4,015)	99
Repayment of long-term debt and credit facilities	(164,916)	(183,082)	(34,444)
Proceeds from issuance of long-term debt	176,875	250,000	125,000
Proceeds from government assistance	15,000	9,168	11,145
Dividends paid to noncontrolling interests	(238)	(234)	(283)
Debt and other issuance costs	(5,398)	(4,719)	(1,258)
Net Cash Provided (Used) by Financing Activities	436,420	84,260	103,515
Effect of Foreign Exchange Rates on Cash and Cash Equivalents	3,087	1,984	6,322
Net Increase (Decrease) in Cash	(237,085)	245,326	16,149
Cash and Cash Equivalents - Beginning of Year	422,120	176,794	160,645
Cash and Cash Equivalents - End of Year	185,035	422,120	176,794
Supplemental Cash Flow Information
Cash paid for interest	38,361	30,629	27,988
Cash paid for taxes	45,074	53,704	40,293
Supplemental Non-cash Investing and Financing Activities
Capital asset and lease obligation additions	$ 0	$ 8,139	$ 28,202

XML

Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Accumulated Other Comprehensive Income (Loss) [Abstract]
Unrealized gain on derivative contracts	$ 5,738	$ 13,954
Tax effect	(1,716)	(3,998)
Unrealized gain on derivative contracts, after tax	4,022	9,956
Pension and post-retirement obligations	(114,773)	(99,727)
Tax effect	39,302	34,242
Pension and post-retirement obligations, after tax	(75,471)	(65,485)
Currency translation adjustment	68,637	58,764	53,200
Total accumulated other comprehensive income (loss)	$ (2,812)	$ 3,235

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Inventories

12 Months Ended

Oct. 28, 2011

Inventories [Abstract]

Inventories

NOTE 3:  Inventories

Inventories at the end of fiscal 2011 and 2010 consisted of the following:

In Thousands	2011		2010
Raw materials and purchased parts	$	130,444	$	109,595
Work in process		168,934		73,336
Inventory costs under long-term contracts		18,990		26,256
Finished goods		84,180		53,186
	$	402,548	$	262,373

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Retirement Benefits (Components Of Net Periodic Pension Cost) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010	Oct. 30, 2009
Defined Benefit Pension Plans [Member]
Service cost	$ 8,583	$ 7,370	$ 5,413
Interest cost	19,044	18,950	19,151
Expected return on plan assets	(20,354)	(17,954)	(14,878)
Amortization of prior service cost	21	21	18
Amortization of actuarial (gain) loss	8,450	7,602	3,961
Net periodic cost	15,744	15,989	13,665
Post-Retirement Benefit Plans [Member]
Service cost	447	326	366
Interest cost	754	785	773
Expected return on plan assets	0	0	0
Amortization of prior service cost	0	0	0
Amortization of actuarial (gain) loss	(17)	(78)	(90)
Net periodic cost	$ 1,184	$ 1,033	$ 1,049

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Employee Stock Plans (Schedule Of Stock Activity Related To Stock Options Exercised) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 28, 2011	Oct. 29, 2010
Employee Stock Plans [Abstract]
Proceeds from stock options exercised	$ 11,710	$ 11,399
Tax benefits related to stock options exercised	1,830	3,488
Intrinsic value of stock options exercised	$ 9,940	$ 12,376

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Income Taxes (Schedule Of Components Of Deferred Tax Assets (Liabilities) Resulted From Temporary Tax Differences) (Details) (USD $)	Oct. 28, 2011	Oct. 29, 2010
Reserves and liabilities	$ 45,526,000	$ 37,395,000
NOL carryforwards (net of valuation allowances of $0.3 million and $5.4 million at fiscal year end 2011 and 2010, respectively)	247,000	1,302,000
Tax credit carryforwards (net of valuation allowance of $1.4 million and $1.6 million at fiscal year end 2011 and 2010, respectively)	26,237,000	27,931,000
Employee benefits	13,500,000	12,176,000
Retirement benefits	19,629,000	29,959,000
Non-qualified stock options	10,977,000	9,943,000
Other	3,560,000	2,039,000
Total deferred tax assets	119,676,000	120,745,000
Depreciation and amortization	(22,382,000)	(12,173,000)
Intangibles and amortization	(207,619,000)	(106,507,000)
Deferred costs	(6,216,000)	(8,408,000)
Hedging activities	(1,007,000)	(2,171,000)
Other	(2,843,000)	(561,000)
Total deferred tax liabilities	(240,067,000)	(129,820,000)
Net deferred tax liabilities	(120,391,000)	(9,075,000)
NOL Carryforwards [Member]
Valuation allowance	300,000	5,400,000
Tax Credit Carryforwards [Member]
Valuation allowance	$ 1,400,000	$ 1,600,000

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Valuation And Qualifying Accounts

12 Months Ended

Oct. 28, 2011

Valuation And Qualifying Accounts [Abstract]

Valuation And Qualifying Accounts

ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

(In Thousands)

		000000000		000000000		000000000		000000000			000000000
Reserve for Doubtful Accounts Receivable	Balance at Beginning of Year		Charged to Costs & Expenses		Other 1		Deductions			Balance at End of Year
Fiscal Years
2011	$	4,865	$	1,407	$	1,081	$	(290	)2	$	7,063
2010	$	5,297	$	644	$	0	$	(1,076	)2	$	4,865
2009	$	5,191	$	738	$	3	$	(635	)2	$	5,297

¹  Acquisition-related addition.

²  Uncollectible accounts written off, net of recoveries.

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.

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Debt (Schedule Of Long-Term Debt) (Details)								12 Months Ended		12 Months Ended			0 Months Ended	12 Months Ended			0 Months Ended	12 Months Ended
	Oct. 28, 2011 USD ($)	Dec. 31, 2010 USD ($)	Nov. 30, 2010 USD ($)	Oct. 29, 2010 USD ($)	Oct. 30, 2009 USD ($)	Oct. 28, 2011 U.S. Credit Facility [Member] USD ($)	Oct. 29, 2010 U.S. Credit Facility [Member] USD ($)	Oct. 28, 2011 U.S. Term Loan [Member] USD ($)	Oct. 29, 2010 U.S. Term Loan [Member] USD ($)	Oct. 28, 2011 Euro Term Loan [Member] USD ($)	Jul. 31, 2011 Euro Term Loan [Member] EUR (€)	Oct. 29, 2010 Euro Term Loan [Member] USD ($)	Mar. 01, 2007 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Oct. 28, 2011 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Nov. 30, 2010 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Oct. 29, 2010 6.625% Senior Notes, Due March 2017 [Member] USD ($)	Aug. 02, 2010 7.00% Senior Notes, Due August 2020 [Member] USD ($)	Oct. 28, 2011 7.00% Senior Notes, Due August 2020 [Member] USD ($)	Oct. 29, 2010 7.00% Senior Notes, Due August 2020 [Member] USD ($)
Credit facility	$ 365,000,000					$ 360,000,000	$ 0
Credit facility to provide for a new term loan								0	120,313,000	162,725,000	125,000,000	0
Senior Notes		175,000,000	175,000,000										175,000,000	175,000,000	175,000,000	175,000,000	250,000,000	250,000,000	250,000,000
Obligations under Capital Leases	45,184,000			44,368,000	12,400,000
Other	38,714,000			21,937,000
Long-term Debt	1,031,623,000			611,618,000
Less current maturities	11,595,000			12,646,000
Carrying amount of long-term debt	$ 1,020,028,000			$ 598,972,000
Long-term debt interest rate													6.625%	6.625%			7.00%	7.00%
Debt instruments maturity date								March 2012		March 2016			March 1, 2017	March 2017			2020	August 2020

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Debt (Tables)

12 Months Ended

Oct. 28, 2011

Debt [Abstract]

Schedule Of Long-Term Debt

In Thousands	2011		2010
U.S. credit facility	$	360,000	$	0
7.00% Senior Notes, due August 2020		250,000		250,000
U.S. term loan, due March 2012		0		120,313
Euro term loan, due March 2016		162,725		0
6.625% Senior Notes, due March 2017		175,000		175,000
Obligations under Capital Leases		45,184		44,368
Other		38,714		21,937
		1,031,623		611,618
Less current maturities		11,595		12,646
Carrying amount of long-term debt	$	1,020,028	$	598,972

Schedule Of Maturities Of Long-Term Debt And Future Non-Cancelable Minimum Lease Payments Under Capital Lease Obligations

		$118,024	$118,024		$118,024
In Thousands
Fiscal Year	Debt			Capital        Leases
2012	$	11,496		$	4,025
2013		9,006			4,447
2014		8,881			4,326
2015		8,844			4,387
2016		487,349			4,273
2017 and thereafter		460,863			96,566
	$	986,439		$	118,024
Less: amount representing interest					72,840
Total principal payments				$	45,184

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Employee Stock Plans

12 Months Ended

Oct. 28, 2011

Employee Stock Plans [Abstract]

Employee Stock Plans

NOTE 13:  Employee Stock Plans

The Company has three share-based compensation plans, which are described below. The compensation cost that has been charged against income for those plans for fiscal 2011, 2010, and 2009 was $7.9 million, $7.1 million, and $7.3 million, respectively. The total income tax benefit recognized in the income statement for the share-based compensation arrangement for fiscal 2011, 2010, and 2009 was $2.7 million, $2.2 million, and $2.3 million, respectively.

Employee Stock Purchase Plan

The Company offers an employee stock purchase plan to its employees. The plan qualifies as a noncompensatory employee stock purchase plan under Section 423 of the Internal Revenue Code. Employees are eligible to participate through payroll deductions subject to certain limitations.

The plan is as a safe harbor design where shares are purchased by participants at 95% of the fair market value on the purchase date and, therefore, compensation cost is not recorded. During fiscal 2011, employees purchased 25,929 shares at a fair market value price of $70.36 per share. At the end of fiscal 2011, the Company had reserved 179,500 shares for issuance under its employee share-save scheme for U.K. employees, leaving a balance of 759,420 shares available for issuance in the future. As of October 28, 2011, deductions aggregating $640,721 were accrued for the purchase of shares on December 15, 2011.

The fair value of the awards under the employee stock purchase plan was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The Company uses historical data to estimate volatility of the Company's common stock. The risk-free rate for the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect the time of grant.

	2009
Volatility		33.8%
Risk-free interest rate		3.32%
Expected life (months)		6
Dividends		0

Employee Share-Save Scheme

In 2009, the Company began offering shares under its employee share-save scheme for U.K. employees. This plan allows participants the option to purchase shares at 95% of the market price of the stock as of the beginning of the offering period. The term of these options is three years. The share-save scheme is not a "safe-harbor" design, and, therefore, compensation cost is recognized on this plan.

Under the employee share-save scheme, option exercise prices are equal to the fair market value of the Company's common stock on the date of grant. The Company granted 9,956, 10,133 and 164,199 options in fiscal 2011, 2010, and 2009, respectively. The weighted-average grant date fair value of options granted in fiscal 2011 was $26.14 per share.

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

	2011			2010			2009
Volatility		51.10	%		51.61	%		50.08%
Risk-free interest rate		0.98	%		1.34	%		0.58%
Expected life (years)		3			3			3
Dividends		0			0			0

Equity Incentive Plan

The Company also provides a nonqualified stock option plan (equity incentive plan) for officers and key employees. At the end of fiscal 2011, the Company had 2,769,710 shares reserved for issuance to officers and key employees, of which 934,810 shares were available to be granted in the future.

The Board of Directors authorized the Compensation Committee to administer awards granted under the equity incentive plan, including option grants, and to establish the terms of such awards. Awards under the equity incentive plan may be granted to eligible employees of the Company over the 10-year period ending March 3, 2014. Options granted become exercisable ratably 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. The weighted-average grant date fair value of the options granted in fiscal 2011 and 2010 was $32.51 per share and $21.45 per share, respectively.

The fair value of each option granted by the Company was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The Company uses historical data to estimate volatility of the Company's common stock and option exercise and employee termination assumptions. The range of the expected term reflects the results from certain groups of employees exhibiting different behavior. The risk-free rate for the periods within the contractual life of the grant is based upon the U.S. Treasury zero coupon issues in effect at the time of the grant.

	2011			2010			2009
Volatility		40.8 – 42.8	%		43.0 – 43.2	%		36.8 – 43.1%
Risk-free interest rate		2.02 – 3.64	%		2.42 – 4.00	%		1.43 – 3.12%
Expected life (years)		4.5– 9.5			4.5– 9.5			4.5– 9.5
Dividends		0			0			0

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

	2011					2010					2009
	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		1,838,950		$	39.31		1,960,775		$	35.54		1,665,925		$	36.75
Granted		331,300			67.03		359,800			41.83		429,400			31.69
Exercised		(295,175	)		37.03		(455,700	)		24.96		(25,100	)		13.61
Cancelled		(40,175	)		41.69		(25,925	)		41.37		(109,450	)		43.90
Outstanding, end of year		1,834,900		$	44.63		1,838,950		$	39.31		1,960,775		$	35.54
Exercisable, end of year		994,950		$	39.85		956,350		$	38.73		1,121,725		$	32.76

The aggregate intrinsic value of the option shares outstanding and exercisable at October 28, 2011, was $26.1 million and $17.1 million, respectively.

The number of option shares vested or that are expected to vest at October 28, 2011, was 1.7 million and the aggregate intrinsic value was $24.9 million. The weighted average exercise price and weighted average remaining contractual term of option shares vested or that are expected to vest at October 28, 2011, was $44.35 and 6.5 years, respectively. The weighted-average remaining contractual term of option shares currently exercisable is 5.3 years as of October 28, 2011.

The table below presents stock activity related to stock options exercised in fiscal 2011 and 2010:

		000000000		000000000
In Thousands	2011		2010
Proceeds from stock options exercised	$	11,710	$	11,399
Tax benefits related to stock options exercised	$	1,830	$	3,488
Intrinsic value of stock options exercised	$	9,940	$	12,376

Total unrecognized compensation expense for options that have not vested as of October 28, 2011, is $7.8 million, which will be recognized over a weighted average period of 1.9 years. The total fair value of option shares vested during the year ended October 28, 2011, was $5.5 million.

The following table summarizes information for stock options outstanding at October 28, 2011:

		Options Outstanding			Options Exercisable
	Range of Exercise Prices	Shares	Weighted Average Remaining Life (years)	Weighted Average Price	Shares	Weighted Average Price
$	15.82 – 38.00	450,950	6.24	$      30.24	261,050	$      29.36
	38.01– 40.00	406,625	4.56	38.93	402,625	38.93
	40.01– 42.40	309,250	8.00	41.23	76,825	41.24
	42.41– 55.00	336,775	5.79	51.85	254,450	51.63
	55.01– 79.90	331,300	9.28	67.03	0	0.00