Guarantors (Tables)

12 Months Ended

Oct. 25, 2013

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet as of October 25, 2013

In Thousands	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	7,826	$	4,876		$	166,476	$	0		$	179,178
Cash in escrow		4,018		0			0		0			4,018
Accounts receivable, net		316		154,492			228,858		0			383,666
Inventories		0		190,830			256,833		0			447,663
Income tax refundable		0		6,526			0		0			6,526
Deferred income tax benefits		26,731		171			20,375		0			47,277
Prepaid expenses		117		5,510			12,556		0			18,183
Other current assets		86		115			5,003		0			5,204
Total Current Assets		39,094		362,520			690,101		0			1,091,715
Property, Plant & Equipment, Net		1,754		175,402			194,041		0			371,197
Goodwill		0		344,995			783,982		0			1,128,977
Intangibles, Net		0		144,222			436,727		0			580,949
Debt Issuance Costs, Net		5,252		0			959		0			6,211
Deferred Income Tax Benefits		16,782		0			55,058		0			71,840
Other Assets		18		3,692			7,513		0			11,223
Amounts Due From (To) Subsidiaries		0		549,307			0		(549,307	)		0
Investment in Subsidiaries		2,588,478		979,123			349,104		(3,916,705	)		0
Total Assets	$	2,651,378	$	2,559,261		$	2,517,485	$	(4,466,012	)	$	3,262,112
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,714	$	29,064		$	92,819	$	0		$	123,597
Accrued liabilities		21,652		87,826			144,083		0			253,561
Current maturities of long-term debt		8,750		237			12,292		0			21,279
Deferred income tax liabilities		568		24			1,715		0			2,307
Federal and foreign income taxes		2,408		(27,399	)		32,339		0			7,348
Total Current Liabilities		35,092		89,752			283,248		0			408,092
Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		411,875		55,562			70,422		0			537,859
Deferred Income Tax Liabilities		57,757		(7	)		135,369		0			193,119
Pension and Post-Retirement Obligations		17,500		618			49,984		0			68,102
Other Liabilities		12,298		194			27,696		0			40,188
Amounts Due To (From) Subsidiaries		102,104		0			405,018		(507,122	)		0
Shareholders’ Equity		1,884,752		2,413,142			1,545,748		(3,958,890	)		1,884,752
Total Liabilities and Shareholders’ Equity	$	2,651,378	$	2,559,261		$	2,517,485	$	(4,466,012	)	$	3,262,112

Condensed Consolidating Balance Sheet as of October 26, 2012

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	16,770		$	1,324		$	142,581	$	0		$	160,675
Cash in escrow		5,016			0			0		0			5,016
Accounts receivable, net		181			140,631			242,550		0			383,362
Inventories		0			159,573			250,264		0			409,837
Income tax refundable		0			4,832			0		0			4,832
Deferred income tax benefits		22,874			105			23,021		0			46,000
Prepaid expenses		76			5,391			15,873		0			21,340
Other current assets		134			552			3,945		0			4,631
Total Current Assets		45,051			312,408			678,234		0			1,035,693
Property, Plant & Equipment, Net		2,811			161,998			191,592		0			356,401
Goodwill		0			314,641			784,321		0			1,098,962
Intangibles, Net		0			126,142			482,903		0			609,045
Debt Issuance Costs, Net		7,508			0			1,310		0			8,818
Deferred Income Tax Benefits		36,610			(283	)		61,625		0			97,952
Other Assets		8,082			1,561			10,603		0			20,246
Amounts Due From (To) Subsidiaries		0			491,143			0		(491,143	)		0
Investment in Subsidiaries		2,457,859			1,179,938			170,223		(3,808,020	)		0
Total Assets	$	2,557,921		$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	1,944		$	26,351		$	80,394	$	0		$	108,689
Accrued liabilities		17,495			79,103			172,955		0			269,553
Current maturities of long-term debt		0			174			10,436		0			10,610
Deferred income tax liabilities		213			(1	)		4,913		0			5,125
Federal and foreign income taxes		(3,418	)		(23,822	)		29,609		0			2,369
Total Current Liabilities		16,234			81,805			298,307		0			396,346
Credit Facilities		240,000			0			0		0			240,000
Long-Term Debt, Net		429,152			44,107			124,801		0			598,060
Deferred Income Tax Liabilities		46,730			(7	)		158,475		0			205,198
Pension and Post-Retirement Obligations		20,507			54,886			56,681		0			132,074
Other Liabilities		5,189			4,194			25,521		0			34,904
Amounts Due To (From) Subsidiaries		179,574			0			369,962		(549,536	)		0
Shareholders’ Equity		1,620,535			2,402,563			1,347,064		(3,749,627	)		1,620,535
Total Liabilities and Shareholders’ Equity	$	2,557,921		$	2,587,548		$	2,380,811	$	(4,299,163	)	$	3,227,117

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 25, 2013

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales	$	0		$	955,403		$	1,018,658		$	(4,307	)	$	1,969,754
Cost of Sales		0			593,564			654,501			(4,307	)		1,243,758
		0			361,839			364,157			0			725,996
Expenses
Selling, general and administrative		0			165,540			225,607			0			391,147
Research, development and engineering		0			50,806			44,930			0			95,736
Gain on sale of product line		0			(2,264	)		0			0			(2,264	)
Gain on settlement of contingency		0			0			0			0			0
Goodwill impairment		0			0			3,454			0			3,454
Other income		0			0			0			0			0
Total Expenses		0			214,082			273,991			0			488,073
Operating Earnings from Continuing Operations		0			147,757			90,166			0			237,923
Interest income		(15,639	)		(7,704	)		(54,606	)		77,410			(539	)
Interest expense		30,050			26,868			60,159			(77,410	)		39,667
Loss on extinguishment of debt		946			0			0			0			946
Earnings (Loss) from Continuing Operations Before Taxes		(15,357	)		128,593			84,613			0			197,849
Income Tax Expense (Benefit)		(3,320	)		25,242			8,163			0			30,085
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(12,037	)		103,351			76,450			0			167,764
Earnings Attributable to Noncontrolling Interests		0			0			(1,730	)		0			(1,730	)
Earnings (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(12,037	)		103,351			74,720			0			166,034
Loss From Discontinued Operations Attributable to Esterline, Net of Tax		(1,300	)		0			0			0			(1,300	)
Equity in Net Income of Consolidated Subsidiaries		178,071			1,697			3,705			(183,473	)		0
Net Earnings (Loss) Attributable to Esterline	$	164,734		$	105,048		$	78,425		$	(183,473	)	$	164,734
Comprehensive Income (Loss)
Net earnings (loss)	$	164,734		$	105,048		$	78,425		$	(183,473	)	$	164,734
Change in fair value of derivative financial instruments, net of tax		0			0			(3,119	)		0			(3,119	)
Change in pension and post-retirement obligations, net of tax		36,669			0			6,325			0			42,994
Foreign currency translation adjustment		23,125			100			40,442			(40,542	)		23,125
Comprehensive Income (Loss)	$	224,528		$	105,148		$	122,073		$	(224,015	)	$	227,734

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 26, 2012

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net Sales	$	0		$	920,027		$	1,076,296		$	(4,005	)	$	1,992,318
Cost of Sales		0			569,181			708,189			(4,005	)		1,273,365
		0			350,846			368,107			0			718,953
Expenses
Selling, general and administrative		0			146,761			236,126			0			382,887
Research, development and engineering		0			50,372			57,373			0			107,745
Gain on sale of product line		0			0			0			0			0
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			197,133			332,514			0			529,647
Operating Earnings from Continuing Operations		0			153,713			35,593			0			189,306
Interest income		(14,178	)		(16,141	)		(60,299	)		90,153			(465	)
Interest expense		34,948			27,210			74,233			(90,153	)		46,238
Loss on extinguishment of debt		0			0			0			0			0
Earnings (Loss) from Continuing Operations Before Taxes		(20,770	)		142,644			21,659			0			143,533
Income Tax Expense (Benefit)		(5,591	)		32,314			3,235			0			29,958
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(15,179	)		110,330			18,424			0			113,575
Earnings Attributable to Noncontrolling Interests		0			0			(1,040	)		0			(1,040	)
Earnings (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(15,179	)		110,330			17,384			0			112,535
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
Equity in Net Income of Consolidated Subsidiaries		127,714			17,659			(145	)		(145,228	)		0
Net Earnings (Loss) Attributable to Esterline	$	112,535		$	127,989		$	17,239		$	(145,228	)	$	112,535
Comprehensive Income (Loss)
Net earnings (loss)	$	112,535		$	127,989		$	17,239		$	(145,228	)	$	112,535
Change in fair value of derivative financial instruments, net of tax		0			0			(2,399	)		0			(2,399	)
Change in pension and post-retirement obligations, net of tax		(15,727	)		0			(7,981	)		0			(23,708	)
Foreign currency translation adjustment		(56,365	)		172			(58,746	)		58,574			(56,365	)
Comprehensive Income (Loss)	$	40,443		$	128,161		$	(51,887	)	$	(86,654	)	$	30,063

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 28, 2011

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
Gain on sale of product line		0			0			0			0			0
Gain on settlement of contingency		0			0			0			0			0
Goodwill impairment		0			0			0			0			0
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
Earnings (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
Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(14,366	)		118,942			28,968			0			133,544
Earnings Attributable to Noncontrolling Interests		0			0			(457	)		0			(457	)
Earnings (Loss) From Continuing Operations Attributable to Esterline, Net of Tax		(14,366	)		118,942			28,511			0			133,087
Loss 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
Comprehensive Income (Loss)
Net earnings (loss)	$	133,040		$	135,418		$	41,614		$	(177,032	)	$	133,040
Change in fair value of derivative financial instruments, net of tax		0			0			(5,934	)		0			(5,934	)
Change in pension and post-retirement obligations, net of tax		(7,157	)		0			(2,829	)		0			(9,986	)
Foreign currency translation adjustment		9,873			450			2,077			(2,527	)		9,873
Comprehensive Income (Loss)	$	135,756		$	135,868		$	34,928		$	(179,559	)	$	126,993

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 25, 2013

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	166,464		$	105,048		$	78,425		$	(183,473	)	$	166,464
Depreciation & amortization		0			43,539			68,593			0			112,132
Deferred income taxes		8,274			(13,674	)		(19,019	)		0			(24,419	)
Share-based compensation		0			4,163			5,412			0			9,575
Gain on sale of capital assets		0			(1,013	)		(1,290	)		0			(2,303	)
Gain on settlement of contingency		0			0			0			0			0
Goodwill impairment		0			0			3,454			0			3,454
Working capital changes, net of effect of acquisitions Accounts receivable		(135	)		(4,976	)		10,126			0			5,015
Inventories		0			(16,652	)		(11,665	)		0			(28,317	)
Prepaid expenses		(41	)		1,775			1,870			0			3,604
Other current assets		1,332			437			(3,327	)		0			(1,558	)
Accounts payable		(230	)		362			8,876			0			9,008
Accrued liabilities		5,955			6,725			(15,800	)		0			(3,120	)
Federal & foreign income taxes		4,445			(8,193	)		9,534			0			5,786
Other liabilities		3,271			(185	)		(10,688	)		0			(7,602	)
Other, net		(89	)		2,329			813			0			3,053
		189,246			119,685			125,314			(183,473	)		250,772
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(105	)		(15,937	)		(39,293	)		0			(55,335	)
Escrow deposit		0			0			0			0			0
Proceeds from sale of capital assets		0			1,013			1,290			0			2,303
Acquisition of businesses, net of cash acquired		0			0			(40,689	)		0			(40,689	)
		(105	)		(14,924	)		(78,692	)		0			(93,721	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 25, 2013

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		22,854			0			0			0		22,854
Excess tax benefits from stock option exercises		2,961			0			0			0		2,961
Repayment of long-term credit facilities		(110,000	)		0			0			0		(110,000	)
Repayment of long-term debt		(179,375	)		(326	)		(55,727	)		0		(235,428	)
Proceeds from issuance of long-term credit facilities		175,000			0			0			0		175,000
Proceeds from issuance of long-term debt		0			0			0			0		0
Proceeds from government assistance		0			0			5,092			0		5,092
Dividends paid to noncontrolling interest		0			0			(1,048	)		0		(1,048	)
Debt and other issuance costs		(454	)		0			0			0		(454	)
Net change in intercompany financing		(109,094	)		(100,893	)		26,514			183,473		0
		(198,108	)		(101,219	)		(25,169	)		183,473		(141,023	)
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		23			10			2,442			0		2,475
Net Increase (Decrease) in Cash and Cash Equivalents		(8,944	)		3,552			23,895			0		18,503
Cash and Cash Equivalents – Beginning of Year		16,770			1,324			142,581			0		160,675
Cash and Cash Equivalents – End of Year	$	7,826		$	4,876		$	166,476		$	0	$	179,178

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 26, 2012

In Thousands	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	113,575		$	127,989		$	17,239		$	(145,228	)	$	113,575
Depreciation & amortization		0			39,405			68,387			0			107,792
Deferred income taxes		18,013			(20,600	)		(22,823	)		0			(25,410	)
Share-based compensation		0			4,246			5,297			0			9,543
Gain on sale of capital assets		0			(410	)		(534	)		0			(944	)
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		(23	)		(2,704	)		(19,654	)		0			(22,381	)
Inventories		0			(15,707	)		(3,596	)		0			(19,303	)
Prepaid expenses		(17	)		(385	)		(2,104	)		0			(2,506	)
Other current assets		6			(208	)		(800	)		0			(1,002	)
Accounts payable		1,132			(174	)		(7,440	)		0			(6,482	)
Accrued liabilities		(1,929	)		(156	)		16,964			0			14,879
Federal & foreign income taxes		(4,345	)		(3,497	)		4,984			0			(2,858	)
Other liabilities		(20,618	)		12,196			(6,280	)		0			(14,702	)
Other, net		(1,418	)		580			4,530			0			3,692
		104,376			140,575			94,448			(145,228	)		194,171
Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(1,503	)		(23,553	)		(24,390	)		0			(49,446	)
Escrow deposit		0			0			0			0			0
Proceeds from sale of capital assets		0			410			534			0			944
Acquisition of businesses, net of cash acquired		0			0			0			0			0
		(1,503	)		(23,143	)		(23,856	)		0			(48,502	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 26, 2012

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		7,658			0			0			0		7,658
Excess tax benefits from stock option exercises		382			0			0			0		382
Repayment of long-term credit facilities		(150,000	)		0			0			0		(150,000	)
Repayment of long-term debt		0			(405	)		(72,740	)		0		(73,145	)
Proceeds from issuance of long-term credit facilities		30,000			0			0			0		30,000
Proceeds from issuance of long-term debt		0			0			0			0		0
Proceeds from government assistance		0			0			17,285			0		17,285
Dividends paid to noncontrolling interest		0			0			0			0		0
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(24,731	)		(129,158	)		8,661			145,228		0
		(136,691	)		(129,563	)		(46,794	)		145,228		(167,820	)
Effect of Foreign Exchange Rates on Cash and Cash Equivalents		751			5			(2,965	)		0		(2,209	)
Net Increase (Decrease) in Cash and Cash Equivalents		(33,067	)		(12,126	)		20,833			0		(24,360	)
Cash and Cash Equivalents – Beginning of Year		49,837			13,450			121,748			0		185,035
Cash and Cash Equivalents – End of Year	$	16,770		$	1,324		$	142,581		$	0	$	160,675

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

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 taxes		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			(6,541	)		(2,912	)		0			(9,453	)
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		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			(16,309	)		11,586			0			3,441
		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
Acquisition 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

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
Repayment of long-term credit facilities		(35,000	)		0			0			0		(35,000	)
Repayment of long-term debt		(120,313	)		(321	)		(9,282	)		0		(129,916	)
Proceeds from issuance of long-term credit facilities		395,000			0			5,014			0		400,014
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