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 May 2, 2014, and October 25, 2013, and for the applicable periods ended May 2, 2014, and April 26, 2013, for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility and the 2020 Notes; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility and the 2020 Notes (Non-Guarantor Subsidiaries). 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 and the 2020 Notes.

Condensed Consolidating Balance Sheet as of May 2, 2014.


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

Assets

Current Assets
Cash and cash equivalents		$ 9,577		$ 5,535			$ 192,331		$ 0			$ 207,443
Cash in escrow		0		0			0		0			0
Accounts receivable, net		573		147,258			207,106		0			354,937
Inventories		0		207,140			282,090		0			489,230
Income tax refundable		4,413		(72	)		3,140		0			7,481
Deferred income tax benefits		25,660		134			21,306		0			47,100
Prepaid expenses		84		9,689			17,144		0			26,917
Other current assets		86		114			5,516		0			5,716

Total Current Assets		40,393		369,798			728,633		0			1,138,824

Property, Plant & Equipment, Net		1,562		171,627			193,054		0			366,243
Goodwill		0		361,492			781,734		0			1,143,226
Intangibles, Net		0		159,449			421,944		0			581,393
Debt Issuance Costs, Net		4,575		0			784		0			5,359
Deferred Income Tax Benefits		17,323		(2	)		54,009		0			71,330
Other Assets		261		9,405			9,373		0			19,039
Amounts Due From (To) Subsidiaries		0		603,074			0		(603,074	)		0
Investment in Subsidiaries		2,740,359		1,004,610			350,270		(4,095,239	)		0

Total Assets		$ 2,804,473		$ 2,679,453			$ 2,539,801		$ (4,698,313	)		$ 3,325,414


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

Liabilities and Shareholders’ Equity

Current Liabilities
Accounts payable		$ 1,149		$ 34,424			$ 83,253		$ 0			$ 118,826
Accrued liabilities		14,753		88,111			139,751		0			242,615
Current maturities of long-term debt		8,750		376			8,854		0			17,980
Deferred income tax liabilities		469		0			2,258		0			2,727
Federal and foreign income taxes		18		(11,207	)		17,201		0			6,012

Total Current Liabilities		25,139		111,704			251,317		0			388,160

Credit Facilities		130,000		0			0		0			130,000
Long-Term Debt, Net		407,500		55,283			56,471		0			519,254
Deferred Income Tax Liabilities		55,282		(6	)		129,566		0			184,842
Pension and Post- Retirement Obligations		17,418		682			45,650		0			63,750
Other Liabilities		16,907		3,944			28,580		0			49,431
Amounts Due To (From) Subsidiaries		162,250		0			415,547		(577,797	)		0
Shareholders’ Equity		1,989,977		2,507,846			1,612,670		(4,120,516	)		1,989,977

Total Liabilities and Shareholders’ Equity		$ 2,804,473		$ 2,679,453			$ 2,539,801		$ (4,698,313	)		$ 3,325,414

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three month period ended May 2, 2014.


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

Net Sales		$ 0			$ 256,254			$ 274,396			$ (1,076	)		$ 529,574
Cost of Sales		0			164,735			183,570			(1,076	)		347,229

		0			91,519			90,826			0			182,345
Expenses
Selling, general and administrative		0			42,044			56,426			0			98,470
Research, development and engineering		0			13,297			13,504			0			26,801
Restructuring charges		0			1,248			830			0			2,078

Total Expenses		0			56,589			70,760			0			127,349


Operating Earnings From Continuing Operations		0			34,930			20,066			0			54,996
Interest Income		(3,755	)		(1,913	)		(13,697	)		19,228			(137	)
Interest Expense		6,237			6,730			14,700			(19,228	)		8,439
Loss on Extinguishment of Debt		0			0			0			0			0


Earnings (Loss) From Continuing Operations Before Income Taxes		(2,482	)		30,113			19,063			0			46,694
Income Tax Expense (Benefit)		(520	)		6,381			3,289			0			9,150

Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(1,962	)		23,732			15,774			0			37,544
Earnings Attributable to Noncontrolling Interests		0			0			(297	)		0			(297	)

Earnings (Loss) From Continuing Operations Attributable to Esterline		(1,962	)		23,732			15,477			0			37,247
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		39,209			802			1,926			(41,937	)		0

Net Earnings (Loss) Attributable to Esterline		$ 36,904			$ 24,534			$ 17,403			$ (41,937	)		$ 36,904


Comprehensive Income (Loss)		$ 75,488			$ 25,065			$ 56,268			$ (76,700	)		$ 80,121

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six month period ended May 2, 2014.


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


Net Sales	$	0		$	485,383		$	551,689		$	(2,518	)	$	1,034,554
Cost of Sales		0			312,415			369,017			(2,518	)		678,914

		0			172,968			182,672			0			355,640
Expenses
Selling, general and administrative		0			82,468			112,208			0			194,676
Research, development and engineering		0			25,553			27,754			0			53,307
Restructuring charges		0			4,321			2,553			0			6,874

Total Expenses		0			112,342			142,515			0			254,857


Operating Earnings From Continuing Operations		0			60,626			40,157			0			100,783
Interest Income		(7,751	)		(3,938	)		(28,374	)		39,806			(257	)
Interest Expense		12,573			13,787			30,515			(39,806	)		17,069
Loss on Extinguishment of Debt		0			0			0			0			0


Earnings (Loss) From Continuing Operations Before Income Taxes		(4,822	)		50,777			38,016			0			83,971
Income Tax Expense (Benefit)		(996	)		10,676			6,583			0			16,263

Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(3,826	)		40,101			31,433			0			67,708
Earnings Attributable to Noncontrolling Interests		0			0			(383	)		0			(383	)

Earnings (Loss) From Continuing Operations Attributable to Esterline		(3,826	)		40,101			31,050			0			67,325
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		0			0			0			(343	)
Equity in Net Earnings of Consolidated Subsidiaries		71,151			1,234			1,320			(73,705	)		0

Net Earnings (Loss) Attributable to Esterline	$	66,982		$	41,335		$	32,370		$	(73,705	)	$	66,982


Comprehensive Income (Loss)	$	72,667		$	42,469		$	44,634		$	(90,087	)	$	69,683

Condensed Consolidating Statement of Cash Flows for the six month period ended May 2, 2014.


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

Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests		$ 67,365			$ 41,335			$ 32,370			$ (73,705	)		$ 67,365
Depreciation & amortization		0			22,722			36,560			0			59,282
Deferred income taxes		(2,708	)		16			(5,718	)		0			(8,410	)
Share-based compensation		0			2,891			3,757			0			6,648
Gain on sale of capital assets		0			0			0			0			0
Working capital changes, net of effect of acquisitions:
Accounts receivable		(257	)		11,715			21,873			0			33,331
Inventories		0			(7,944	)		(25,541	)		0			(33,485	)
Prepaid expenses		33			(3,634	)		(4,471	)		0			(8,072	)
Other current assets		0			1			(277	)		0			(276	)
Accounts payable		(565	)		(132	)		(9,953	)		0			(10,650	)
Accrued liabilities		(6,625	)		(1,292	)		(5,307	)		0			(13,224	)
Federal & foreign income taxes		(6,803	)		22,219			(19,170	)		0			(3,754	)
Other liabilities		5,308			64			(6,959	)		0			(1,587	)
Other, net		(242	)		(3,170	)		696			0			(2,716	)

		55,506			84,791			17,860			(73,705	)		84,452

Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(149	)		(7,833	)		(13,315	)		0			(21,297	)
Proceeds from sale of capital assets		0			0			0			0			0
Acquisitions of business, net of cash acquired		0			(44,043	)		0			0			(44,043	)

		(149	)		(51,876	)		(13,315	)		0			(65,340	)


(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		22,957			0			0			0		22,957
Excess tax benefits from stock options exercises		5,297			0			0			0		5,297
Repayment of long-term credit facilities		(25,000	)		0			0			0		(25,000	)
Repayment of long-term debt		(4,375	)		(205	)		(14,722	)		0		(19,302	)
Proceeds from issuance of long-term credit facilities		25,000			0			0			0		25,000
Dividends paid to noncontrolling interests		0			0			(780	)		0		(780	)
Debt and other issuance costs		0			0			0			0		0
Net change in intercompany financing		(77,490	)		(32,008	)		35,793			73,705		0

		(53,611	)		(32,213	)		20,291			73,705		8,172

Effect of foreign exchange rates on cash and cash equivalents		5			(43	)		1,019			0		981


Net increase (decrease) in cash and cash equivalents		1,751			659			25,855			0		28,265
Cash and cash equivalents – beginning of year		7,826			4,876			166,476			0		179,178

Cash and cash equivalents – end of year	$	9,577		$	5,535		$	192,331		$	0	$	207,443

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


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

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 Statement of Operations and Comprehensive Income (Loss) for the three month period ended April 26, 2013.

(In thousands)


	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total

Net Sales	$	0		$	230,311		$	270,151		$	(900	)	$	499,562
Cost of Sales		0			141,178			177,908			(900	)		318,186

		0			89,133			92,243			0			181,376

Expenses
Selling, general and administrative		0			39,105			59,173			0			98,278
Research, development and engineering		0			13,706			11,952			0			25,658
Restructuring charges		0			0			0			0			0

Total Expenses		0			52,811			71,125			0			123,936


Operating Earnings From Continuing Operations		0			36,322			21,118			0			57,440
Interest Income		(3,992	)		(1,978	)		(13,136	)		18,958			(148	)
Interest Expense		9,152			6,646			14,642			(18,958	)		11,482
Loss on Extinguishment of Debt		946			0			0			0			946


Earnings (Loss) From Continuing Operations Before Income Taxes		(6,106	)		31,654			19,612			0			45,160
Income Tax Expense (Benefit)		(1,273	)		6,468			4,287			0			9,482

Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(4,833	)		25,186			15,325			0			35,678
Earnings Attributable to Noncontrolling Interests		0			0			(156	)		0			(156	)

Earnings (Loss) From Continuing Operations Attributable to Esterline		(4,833	)		25,186			15,169			0			35,522
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
Equity in Net Earnings of Consolidated Subsidiaries		40,355			(275	)		30			(40,110	)		0

Net Earnings (Loss) Attributable to Esterline	$	35,522		$	24,911		$	15,199		$	(40,110	)	$	35,522


Comprehensive Income (Loss)	$	2,500		$	24,229		$	(17,184	)	$	(8,178	)	$	1,367

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six month period ended April 26, 2013.

(In thousands)


	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total

Net Sales	$	0		$	437,010		$	522,321		$	(1,807	)	$	957,524
Cost of Sales		0			273,044			344,566			(1,807	)		615,803

		0			163,966			177,755			0			341,721

Expenses
Selling, general and administrative		0			74,836			122,053			0			196,889
Research, development and engineering		0			24,764			23,970			0			48,734
Restructuring charges		0			0			0			0			0

Total Expenses		0			99,600			146,023			0			245,623


Operating Earnings From Continuing Operations		0			64,366			31,732			0			96,098
Interest Income		(7,652	)		(3,695	)		(27,824	)		38,922			(249	)
Interest Expense		17,233			12,967			30,648			(38,922	)		21,926
Loss on Extinguishment of Debt		946			0			0			0			946


Earnings (Loss) From Continuing Operations Before Income Taxes		(10,527	)		55,094			28,908			0			73,475
Income Tax Expense (Benefit)		(2,223	)		8,914			5,185			0			11,876

Earnings (Loss) From Continuing Operations Including Noncontrolling Interests		(8,304	)		46,180			23,723			0			61,599
Earnings Attributable to Noncontrolling Interests		0			0			(966	)		0			(966	)

Earnings (Loss) From Continuing Operations Attributable to Esterline		(8,304	)		46,180			22,757			0			60,633
Earnings (Loss) From Discontinued Operations Attributable to Esterline, Net of Tax		0			0			0			0			0
Equity in Net Earnings of Consolidated Subsidiaries		68,937			383			30			(69,350	)		0

Net Earnings (Loss) Attributable to Esterline	$	60,633		$	46,563		$	22,787		$	(69,350	)	$	60,633


Comprehensive Income (Loss)	$	41,276		$	45,492		$	8,409		$	(56,919	)	$	38,258

Condensed Consolidating Statement of Cash Flows for the six month period ended April 26, 2013.


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

Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	61,599		$	46,563		$	22,787		$	(69,350	)	$	61,599
Depreciation & amortization		0			20,776			35,512			0			56,288
Deferred income taxes		13,077			(325	)		(18,428	)		0			(5,676	)
Share-based compensation		0			2,360			3,298			0			5,658
Gain on sale of capital assets		0			(308	)		(387	)		0			(695	)
Working capital changes, net of effect of acquisitions:
Accounts receivable		(682	)		10,653			31,620			0			41,591
Inventories		0			(8,887	)		(9,392	)		0			(18,279	)
Prepaid expenses		(63	)		(1,519	)		(392	)		0			(1,974	)
Other current assets		42			415			(738	)		0			(281	)
Accounts payable		122			(506	)		806			0			422
Accrued liabilities		(3,117	)		(2,171	)		(8,299	)		0			(13,587	)
Federal & foreign income taxes		2,831			(2,467	)		(3,172	)		0			(2,808	)
Other liabilities		7,824			(7,058	)		(3,978	)		0			(3,212	)
Other, net		1,284			5,789			(3,435	)		0			3,638

		82,917			63,315			45,802			(69,350	)		122,684

Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(35	)		(8,495	)		(16,555	)		0			(25,085	)
Proceeds from sale of capital assets		0			308			387			0			695
Acquisitions of business, net of cash acquired		0			0			(40,689	)		0			(40,689	)

		(35	)		(8,187	)		(56,857	)		0			(65,079	)


(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		15,201			0			0			0		15,201
Excess tax benefits from stock options exercises		1,820			0			0			0		1,820
Repayment of long-term credit facilities		(40,000	)		0			0			0		(40,000	)
Repayment of long-term debt		(175,000	)		(165	)		(22,293	)		0		(197,458	)
Proceeds from issuance of long-term credit facilities		175,000			0			0			0		175,000
Dividends paid to noncontrolling interests		0			0			(962	)		0		(962	)
Debt and other issuance costs		(453	)		0			0			0		(453	)
Net change in intercompany financing		(65,217	)		(54,969	)		50,836			69,350		0

		(88,649	)		(55,134	)		27,581			69,350		(46,852	)

Effect of foreign exchange rates on cash and cash equivalents		(5	)		(9	)		(2,237	)		0		(2,251	)


Net increase (decrease) in cash and cash equivalents		(5,772	)		(15	)		14,289			0		8,502
Cash and cash equivalents – beginning of year		16,770			1,324			142,581			0		160,675

Cash and cash equivalents – end of year	$	10,998		$	1,309		$	156,870		$	0	$	169,177