Guarantors (Tables)

9 Months Ended

Jul. 27, 2012

Schedule of Condensed Consolidating Balance Sheet

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 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

Schedule of Condensed Consolidating Statement of Operations

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 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

Schedule of Condensed Consolidating Statement of Cash Flows

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 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