17.

The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X as of July 27, 2012, and October 28, 2011, and for the applicable periods ended July 27, 2012, and July 29, 2011, 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 and the Senior Notes due 2020.

Condensed Consolidating Balance Sheet as of July 27, 2012.


(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	33,326	$	11,010		$	168,737	$	0		$	213,073
Cash in escrow		5,014		0			0		0			5,014
Accounts receivable, net		146		121,839			211,830		0			333,815
Inventories		0		160,973			249,542		0			410,515
Income tax refundable		0		10,409			0		0			10,409
Deferred income tax benefits		23,342		714			22,022		0			46,078
Prepaid expenses		95		5,399			18,378		0			23,872
Other current assets		131		439			2,081		0			2,651

Total Current Assets		62,054		310,783			672,590		0			1,045,427
Property, Plant & Equipment, Net		3,026		162,959			189,066		0			355,051
Goodwill		0		315,127			761,747		0			1,076,874
Intangibles, Net		0		129,742			478,674		0			608,416
Debt Issuance Costs, Net		7,895		0			1,399		0			9,294
Deferred Income Tax Benefits		28,051		(150	)		60,307		0			88,208
Other Assets		8,209		1,616			8,931		0			18,756
Amounts Due From (To) Subsidiaries		0		509,512			0		(509,512	)		0
Investment in Subsidiaries		2,411,673		1,134,042			248,315		(3,794,030	)		0

Total Assets	$	2,520,908	$	2,563,631		$	2,421,029	$	(4,303,542	)	$	3,202,026


(In thousands)
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	863	$	26,116		$	82,957	$	0		$	109,936
Accrued liabilities		26,557		77,588			164,744		0			268,889
Credit facilities		0		0			127		0			127
Current maturities of long-term debt		0		184			12,337		0			12,521
Deferred income tax liabilities		200		(1	)		3,304		0			3,503
Federal and foreign income taxes		9,075		(16,067	)		20,705		0			13,713

Total Current Liabilities		36,695		87,820			284,174		0			408,689
Credit Facilities		300,000		0			0		0			300,000
Long-Term Debt, Net		429,182		44,152			146,419		0			619,753
Deferred Income Tax Liabilities		50,056		(8	)		158,654		0			208,702
Pension and Post- Retirement Obligations		17,246		25,392			47,132		0			89,770
Other Liabilities		4,655		3,794			25,731		0			34,180
Amounts Due To (From) Subsidiaries		142,142		0			475,782		(617,924	)		0
Shareholders’ Equity		1,540,932		2,402,481			1,283,137		(3,685,618	)		1,540,932

Total Liabilities and Shareholders’ Equity	$	2,520,908	$	2,563,631		$	2,421,029	$	(4,303,542	)	$	3,202,026

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


(In thousands)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales	$	0		$	227,022		$	260,229		$	(1,302	)	$	485,949
Cost of Sales		0			144,787			170,368			(1,302	)		313,853

		0			82,235			89,861			0			172,096
Expenses
Selling, general and administrative		0			35,862			56,007			0			91,869
Research, development and engineering		0			13,062			14,136			0			27,198
Gain on settlement of contingency		0			0			0			0			0
Goodwill impairment		0			0			52,169			0			52,169
Other income		0			0			(1,263	)		0			(1,263	)

Total Expenses		0			48,924			121,049			0			169,973

Operating Earnings from Continuing Operations		0			33,311			(31,188	)		0			2,123
Interest Income		(3,574	)		(5,090	)		(14,319	)		22,874			(109	)
Interest Expense		8,648			7,396			18,989			(22,874	)		12,159
Loss on Extinguishment of Debt		0			0			0			0			0


Income (Loss) from Continuing Operations Before Taxes		(5,074	)		31,005			(35,858	)		0			(9,927	)
Income Tax Expense (Benefit)		(4,058	)		22,476			(11,455	)		0			6,963

Income (Loss) from Continuing Operations Including Noncontrolling Interests		(1,016	)		8,529			(24,403	)		0			(16,890	)
Income Attributable to Noncontrolling Interests		0			0			(214	)		0			(214	)

Income (Loss) from Continuing Operations Attributable to Esterline		(1,016	)		8,529			(24,617	)		0			(17,104	)
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
Equity in Net Income of Consolidated Subsidiaries		(16,088	)		2,080			(50	)		14,058			0

Net Earnings (Loss) Attributable to Esterline	$	(17,104	)	$	10,609		$	(24,667	)	$	14,058		$	(17,104	)

Condensed Consolidating Statement of Operations for the nine month period ended July 27, 2012.


(In thousands)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales	$	0		$	670,767		$	793,626		$	(2,731	)	$	1,461,662
Cost of Sales		0			419,969			529,724			(2,731	)		946,962

		0			250,798			263,902			0			514,700
Expenses
Selling, general and administrative		0			107,639			177,877			0			285,516
Research, development and engineering		0			38,080			45,058			0			83,138
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Goodwill impairment		0			0			52,169			0			52,169
Other income		0			0			(1,263	)		0			(1,263	)

Total Expenses		0			145,719			261,950			0			407,669

Operating Earnings from Continuing Operations		0			105,079			1,952			0			107,031
Interest Income		(10,559	)		(12,468	)		(47,717	)		70,424			(320	)
Interest Expense		26,311			20,613			58,671			(70,424	)		35,171
Loss on Extinguishment of Debt		0			0			0			0			0

Income (Loss) from Continuing Operations Before Taxes		(15,752	)		96,934			(9,002	)		0			72,180
Income Tax Expense (Benefit)		(6,087	)		32,840			(6,076	)		0			20,677

Income (Loss) from Continuing Operations Including Noncontrolling Interests		(9,665	)		64,094			(2,926	)		0			51,503
Income Attributable to Noncontrolling Interests		0			0			(628	)		0			(628	)

Income (Loss) from Continuing Operations Attributable to Esterline		(9,665	)		64,094			(3,554	)		0			50,875
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
Equity in Net Income of Consolidated Subsidiaries		60,540			10,791			(140	)		(71,191	)		0

Net Earnings (Loss) Attributable to Esterline	$	50,875		$	74,885		$	(3,694	)	$	(71,191	)	$	50,875

Condensed Consolidating Statement of Cash Flows for the nine month period ended July 27, 2012.


(In thousands)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	51,503		$	74,885		$	(3,694	)	$	(71,191	)	$	51,503
Depreciation & amortization		0			28,556			50,709			0			79,265
Deferred income taxes		19,199			(20,844	)		(17,991	)		0			(19,636	)
Share-based compensation		0			3,344			4,342			0			7,686
Gain on settlement of contingency		0			0			(11,891	)		0			(11,891	)
Goodwill impairment		0			0			52,169			0			52,169
Working capital changes, net of effect of acquisitions Accounts receivable		12			16,088			4,875			0			20,975
Inventories		0			(17,107	)		(10,387	)		0			(27,494	)
Prepaid expenses		(36	)		(393	)		(4,994	)		0			(5,423	)
Other current assets		9			(95	)		274			0			188
Accounts payable		51			(409	)		(2,108	)		0			(2,466	)
Accrued liabilities		7,489			(2,201	)		11,635			0			16,923
Federal & foreign income taxes		8,148			(1,745	)		(4,252	)		0			2,151
Other liabilities		5,718			(17,698	)		(3,094	)		0			(15,074	)
Other, net		(83	)		494			1,960			0			2,371

		91,010			62,875			67,553			(71,191	)		151,247
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(1,466	)		(18,728	)		(19,262	)		0			(39,456	)
Proceeds from sale of capital assets		0			464			675			0			1,139
Escrow deposit		0			0			0			0			0
Acquisitions, net of cash acquired		0			0			0			0			0

		(1,466	)		(18,264	)		(18,587	)		0			(38,317	)


(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		7,331			0			0			0		7,331
Excess tax benefits from stock options exercised		221			0			0			0		221
Dividends paid to non- controlling interests		0			0			0			0		0
Debt and other issuance costs		0			0			0			0		0
Proceeds from credit facilities		0			0			127			0		127
Proceeds from issuance of long-term debt		0			0			0			0		0
Repayment of long-term debt and credit facilities		(60,000	)		(306	)		(43,825	)		0		(104,131	)
Proceeds from government assistance		0			0			17,203			0		17,203
Net change in intercompany financing		(54,603	)		(46,752	)		30,164			71,191		0

		(107,051	)		(47,058	)		3,669			71,191		(79,249	)
Effect of foreign exchange rates on cash		(4	)		7			(5,646	)		0		(5,643	)

Net increase (decrease) in cash and cash equivalents		(16,511	)		(2,440	)		46,989			0		28,038
Cash and cash equivalents – beginning of year		49,837			13,450			121,748			0		185,035

Cash and cash equivalents – end of year	$	33,326		$	11,010		$	168,737		$	0	$	213,073

Condensed Consolidating Balance Sheet as of October 28, 2011.


(In thousands)
					Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Total

Assets
Current Assets
Cash and cash equivalents	$	49,837	$	13,450	$	121,748	$	0		$	185,035
Cash in escrow		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


(In thousands)
							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries		Eliminations			Total

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 three month period ended July 29, 2011.


(In thousands)
							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net Sales	$	0		$	215,058		$	195,162		$	(708	)	$	409,512
Cost of Sales		0			141,994			124,687			(708	)		265,973

		0			73,064			70,475			0			143,539
Expenses
Selling, general
and administrative		0			35,803			40,615			0			76,418
Research, development
and engineering		0			8,973			14,102			0			23,075
Gain on settlement of
contingency		0			0			0			0			0
Goodwill impairment		0			0			0			0			0
Other income		0			0			(6,366	)		0			(6,366	)

Total Expenses		0			44,776			48,351			0			93,127


Operating Earnings from
Continuing Operations		0			28,288			22,124			0			50,412
Interest Income		(3,748	)		(794	)		(6,908	)		10,792			(658	)
Interest Expense		8,628			5,326			7,124			(10,792	)		10,286
Loss on Extinguishment
of Debt		0			0			0			0			0


Income (Loss) from
Continuing Operations
Before Taxes		(4,880	)		23,756			21,908			0			40,784
Income Tax Expense
(Benefit)		(1,250	)		1,640			2,431			0			2,821

Income (Loss) from
Continuing Operations
Including Noncontrolling
Interests		(3,630	)		22,116			19,477			0			37,963
Income Attributable to
Noncontrolling Interests		0			0			(222	)		0			(222	)

Income (Loss) from
Continuing Operations
Attributable to Esterline		(3,630	)		22,116			19,255			0			37,741
Loss from Discontinued
Operations Attributable
to Esterline, Net of Tax		0			(46	)		0			0			(46	)
Equity in Net Income of
Consolidated Subsidiaries		41,325			9,492			(1,365	)		(49,452	)		0

Net Earnings (Loss)
Attributable to Esterline	$	37,695		$	31,562		$	17,890		$	(49,452	)	$	37,695

Condensed Consolidating Statement of Operations for the nine month period ended July 29, 2011.


(In thousands)
							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net Sales	$	0		$	640,539		$	576,745		$	(1,696	)	$	1,215,588
Cost of Sales		0			410,499			370,177			(1,696	)		778,980

		0			230,040			206,568			0			436,608
Expenses
Selling, general
and administrative		0			99,909			115,010			0			214,919
Research, development
and engineering		0			26,891			37,054			0			63,945
Gain on settlement of
contingency		0			0			0			0			0
Goodwill impairment		0			0			0			0			0
Other income		0			0			(6,366	)		0			(6,366	)

Total Expenses		0			126,800			145,698			0			272,498


Operating Earnings from
Continuing Operations		0			103,240			60,870			0			164,110
Interest Income		(10,770	)		(2,053	)		(18,007	)		29,402			(1,428	)
Interest Expense		24,348			15,413			18,022			(29,402	)		28,381
Loss on Extinguishment
of Debt		831			0			0			0			831


Income (Loss) from
Continuing Operations
Before Taxes		(14,409	)		89,880			60,855			0			136,326
Income Tax Expense
(Benefit)		(3,527	)		12,635			13,215			0			22,323

Income (Loss) from
Continuing Operations
Including Noncontrolling
Interests		(10,882	)		77,245			47,640			0			114,003
Income Attributable to
Noncontrolling Interests		0			0			(328	)		0			(328	)

Income (Loss) from
Continuing Operations
Attributable to Esterline		(10,882	)		77,245			47,312			0			113,675
Loss from Discontinued
Operations Attributable
to Esterline, Net of Tax		0			(75	)		0			0			(75	)
Equity in Net Income of
Consolidated Subsidiaries		124,482			22,354			1,127			(147,963	)		0

Net Earnings (Loss)
Attributable to Esterline	$	113,600		$	99,524		$	48,439		$	(147,963	)	$	113,600

Condensed Consolidating Statement of Cash Flows for the nine month period ended July 29, 2011.


(In thousands)
							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including
noncontrolling interests	$	113,928		$	99,524		$	48,439		$	(147,963	)	$	113,928
Depreciation & amortization		0			26,389			30,349			0			56,738
Deferred income taxes		8,727			(18	)		(7,886	)		0			823
Share-based compensation		0			2,643			3,138			0			5,781
Gain on settlement of
contingency		0			0			0			0			0
Goodwill impairment		0			0			0			0			0
Working capital changes, net
of effect of acquisitions
Accounts receivable		262			9,055			25,308			0			34,625
Inventories		0			(16,564	)		(18,360	)		0			(34,924	)
Prepaid expenses		(71	)		355			(1,812	)		0			(1,528	)
Other current assets		(26	)		(96	)		(1,443	)		0			(1,565	)
Accounts payable		(95	)		833			(355	)		0			383
Accrued liabilities		5,399			(318	)		(3,308	)		0			1,773
Federal & foreign
income taxes		3,477			(4,591	)		4,691			0			3,577
Other liabilities		(632	)		(17,956	)		(1,524	)		0			(20,112	)
Other, net		1,539			(12,165	)		9,586			0			(1,040	)

		132,508			87,091			86,823			(147,963	)		158,459

Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(102	)		(17,202	)		(17,923	)		0			(35,227	)
Proceeds from sale
of capital assets		0			262			651			0			913
Escrow deposit		(14,000	)		0			0			0			(14,000	)
Acquisitions, net of
cash acquired		0			(103,039	)		(708,875	)		0			(811,914	)

		(14,102	)		(119,979	)		(726,147	)		0			(860,228	)


(In thousands)
							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Total

Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock
issuance under employee
stock plans		13,244			0			0			0		13,244
Excess tax benefits from
stock options exercised		1,830			0			0			0		1,830
Dividends paid to non-
controlling interests		0			0			(238	)		0		(238	)
Debt and other issuance costs		(3,616	)		0			(1,758	)		0		(5,374	)
Proceeds from credit facilities		395,000			0			0			0		395,000
Proceeds from issuance of
long-term debt		0			0			179,975			0		179,975
Repayment of long-term debt
and credit facilities		(120,313	)		(255	)		2,410			0		(118,158	)
Proceeds from government
assistance		0			0			14,950			0		14,950
Net change in intercompany
financing		(534,804	)		35,232			351,609			147,963		0

		(248,659	)		34,977			546,948			147,963		481,229

Effect of foreign exchange
rates on cash		1			(4	)		6,261			0		6,258


Net increase (decrease) in
cash and cash equivalents		(130,252	)		2,085			(86,115	)		0		(214,282	)
Cash and cash equivalents
– beginning of year		205,050			2,317			214,753			0		422,120

Cash and cash equivalents
– end of year	$	74,798		$	4,402		$	128,638		$	0	$	207,838