8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 10, 2018

Date of Report (Date of earliest event reported)

ESTERLINE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-06357	13-2595091
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
500-108th Avenue NE, Bellevue, Washington		98004
(Address of principal executive offices)		(Zip Code)

(425) 453-9400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On October 9, 2018, Esterline Technologies Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TransDigm Group Incorporated, a Delaware corporation (“Parent”), and Thunderbird Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

On October 10, 2018, the Company distributed the following materials with respect to the proposed Merger, the full text of which are attached hereto as Exhibits 99.1 – 99.4 and incorporated herein by reference:

• Letter from the Chairman, President & CEO to Esterline Employees (Exhibit 99.1)

• Form of Email to Employees from Platform Presidents (Exhibit 99.2)

• Employee Q&A Relating to Announcement of the Merger Agreement (Exhibit 99.3)

• Site Leader Presentation (Exhibit 99.4)

Cautionary Statement Regarding Forward-Looking Statements

This document may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed merger or to make any filing or take other action required to consummate such merger in a timely manner or at all. The inclusion of such statements should not be regarded as a representation that any plans, estimates or expectations will be achieved.

You should not place undue reliance on such statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: (1) the ability to (i) obtain the approval of the Company’s stockholders as required for the merger, (ii) receive (if not waived) the required regulatory or other foreign investment approvals for the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transactions) and (iii) satisfy the other conditions to the consummation of the merger on a timely basis or at all; (2) the outcome of consultation with employees, their works councils or other employee representatives; (3) the potential that a governmental entity or a regulatory body may prohibit, delay or refuse to grant approval for the consummation of the merger and may require conditions, limitations or restrictions in connection with such approvals that can adversely affect the anticipated benefits of the proposed merger or cause the parties to abandon the proposed merger; (4) unexpected or significant transaction costs and/or unknown liabilities; (5) negative effects of the announcement or the consummation of the transaction on the market price of the Company’s common stock, its business (including relationships with customers, suppliers or other business relationships), financial conditions, results of operations and financial performance; (6) risks associated with legal proceedings related to the merger and the outcome of any legal proceedings related to the merger; (7) adverse effects of general industry, economic, business, and/or competitive factors; (8) unforeseen events, changes or other circumstances that could give rise to the termination of the merger agreement or affect the ability to recognize benefits of the merger; (9) the potential that the proposed merger may disrupt current plans and operations and present potential difficulties in employee retention as a result of the merger; (10) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all; and (11) the risks described from time to time in the Company’s reports filed with the SEC under the heading “Risk Factors,” including the Annual Report on Form 10-K for the fiscal year ended September 29, 2017 and the Amendment No. 1 on Form 10-K/A, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in other of the Company’s filings with the SEC. These risks, as

well as other risks associated with the proposed merger, will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the proposed merger. There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which such statements were made. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances arising after such date.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving TransDigm and Esterline. In connection with the proposed transaction, Esterline intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Esterline will mail the definitive proxy statement and a proxy card to each stockholder of Esterline entitled to vote at the stockholder meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Esterline may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF ESTERLINE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESTERLINE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESTERLINE AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Esterline with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at Esterline’s website (http://www.esterline.com/) or by contacting Esterline’s Investor Relations at 500 108^th Avenue NE, Suite 1500, Bellevue, Washington 98004, or by calling (425) 453-9400.

Participants in the Solicitation

The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger, and any interest they have in the proposed merger will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 27, 2017, and its Annual Report on Form 10-K for the fiscal year ended September 29, 2017, which was filed with the SEC on November 21, 2017, and the Amendment No. 1 on Form 10-K/A, which was filed with the SEC on March 30, 2018. These documents may be obtained for free at the SEC’s website at www.sec.gov, and via the Company’s Investor Relations section of its website at www.esterline.com.

9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
99.1	Letter from the Chairman, President & CEO to Esterline Employees
99.2	Form of Email to Employees from Platform Presidents
99.3	Employee Q&A Relating to Announcement of the Merger Agreement
99.4	Site Leader Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ESTERLINE TECHNOLOGIES CORPORATION
Dated: October 10, 2018	By:	/s/ DONALD E. WALTHER
		Name:	Donald E. Walther
		Title:	Executive Vice President & General Counsel

EX-99.1

Exhibit 99.1

To	All Employees	Date	October 10, 2018
From	Curtis Reusser	Subject	Esterline Transaction Announcement

Dear Valued Esterline Team Members:

I would like to share some exciting news about our company. Esterline has announced an agreement under which TransDigm will purchase Esterline for $122.50 per share. This transaction is the result of a thorough strategic review process involving a great deal of thought, analysis, and consideration for all stakeholders involved. Importantly, today’s announcement is a testament to the significant value of Esterline, its team members and each of its businesses – value that each and every one of you help build and maintain on a daily basis.

This transaction delivers a clear and compelling valuation of Esterline’s businesses in today’s marketplace. Further, the strategic success of the combined businesses is bolstered by complementary products, greater scale, and an operational management structure that allows for significant business autonomy. We believe this new combination of teams and capabilities will create a stronger business that is well positioned to serve our combined global customer base and has the potential to provide very attractive opportunities for our businesses and teams.

Next Steps

Keep in mind that it is just day one. We expect to formally close the transaction in 9-12 months, after shareholder approval and other customary closing conditions and regulatory approvals. Until that time, Esterline and TransDigm will continue to operate independently. For now, it is business as usual and we must remain focused on continuing to serve our customers, execute our strategy, and deliver our financial and operating plans for fiscal year 2019. The stronger we are as we progress through this transition, the better positioned we will be to realize the value of being part of the TransDigm team.

Resources

I understand that questions naturally come with this news. Our entire leadership team is committed to providing you with as much clarity as possible throughout this process. To help answer some of your initial questions, please take some time to review the attached Q&A document, which will also be available on myEsterline. I also encourage each of you to participate in one of your platform’s Town Hall meetings that will be scheduled over the next few days. If you have further questions, please feel free to speak with your manager or supervisor, and we will do our best to get you answers or further information in a timely manner. Undoubtedly, there will be questions we haven’t thought of and there are some questions we simply don’t have the answers to yet, but we will work closely with our new TransDigm team to gather and share any pertinent information as it becomes available.

Lastly, this news is likely to generate interest from the media, investors and other third parties. It is important we continue to speak with one Esterline voice. As always, please refer any media inquiries to our corporate communications department (michelle.degrand@esterline.com) and any questions from investors or analysts to our investor relations department (john.hobbs@esterline.com).

You are an incredible team, and I am proud of the commitment, leadership, energy, and professionalism you deliver day in and day out. It is my sincere hope that this new, combined team will help each of you excel. Thank you for all that you do for our company.

Curtis Reusser

Chairman, President & CEO

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving TransDigm and Esterline. In connection with the proposed transaction, Esterline intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Esterline will mail the definitive proxy statement and a proxy card to each stockholder of Esterline entitled to vote at the stockholder meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Esterline may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF ESTERLINE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESTERLINE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESTERLINE AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Esterline with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at Esterline’s website (http://www.esterline.com/) or by contacting Esterline’s Investor Relations at 500 108^th Avenue NE, Suite 1500, Bellevue, Washington 98004, or by calling (425) 453-9400.

Participants in the Solicitation

The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger, and any interest they have in the proposed merger, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 27, 2017, and its Annual Report on Form 10-K for the fiscal year ended September 29, 2017, which was filed with the SEC on November 21, 2017, and the Amendment No. 1 on Form 10-K/A, which was filed with the SEC on March 30, 2018. These documents may be obtained for free at the SEC’s website at www.sec.gov, and via the Company’s Investor Relations section of its website at www.esterline.com.

EX-99.2

Exhibit 99.2

Platform Presidents Email Template #1

I have some important news to share with you about Esterline. Please read the attached memo from CEO Curtis Reusser detailing the future direction of the company as we announce that we have entered into an agreement to be acquired by TransDigm. I hope you’ll be able to attend one of our upcoming all-hands meetings where we will further discuss the strategic acquisition and answer some of your initial questions with the latest information we have. Also attached to this email is a Questions & Answers document that should help address some of the most common questions as we begin this transition process.

It is important that we continue to achieve our strategic goals, keep building and maintaining our business, and deliver exceptional customer service and market-leading products and solutions. It is my hope that this news offers further opportunity for our operations and for you, so I will be sure to share any new details as they become available and keep you informed of any changes that are relevant to you or our business. Thank you.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving TransDigm and Esterline. In connection with the proposed transaction, Esterline intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Esterline will mail the definitive proxy statement and a proxy card to each stockholder of Esterline entitled to vote at the stockholder meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Esterline may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF ESTERLINE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESTERLINE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESTERLINE AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Esterline with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at Esterline’s website (http://www.esterline.com/) or by contacting Esterline’s Investor Relations at 500 108^th Avenue NE, Suite 1500, Bellevue, Washington 98004, or by calling (425) 453-9400.

Participants in the Solicitation

The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger, and any interest they have in the proposed merger, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 27, 2017, and its Annual Report on Form 10-K for the fiscal year ended September 29, 2017, which was filed with the SEC on November 21, 2017, and the Amendment No. 1 on Form 10-K/A, which was filed with the SEC on March 30, 2018. These documents may be obtained for free at the SEC’s website at www.sec.gov, and via the Company’s Investor Relations section of its website at www.esterline.com.

EX-99.3

Exhibit 99.3

QUESTIONS AND ANSWERS

FOR TEAM MEMBERS

Esterline Company Transition to New Ownership

Q&A Reference Document for Employees

Provides answers to some of the most common questions being asked during this process.

Overview of Company Transition Process/Decision

• The Esterline leadership team and Board of Directors regularly assess our strategic direction and opportunities to enhance value. Consistent with that focus, over the past six months the management team and Board conducted a thorough evaluation of options to position our businesses for continued success and future growth.

• A sale of the company was determined as the best option for all stakeholders and for the continued success of the business.

• The interest expressed in Esterline is a testament to our team and makes clear that our businesses are highly valued for their excellence in the industry.

• We have strong businesses, products and people who will continue to provide significant solutions and service to their customers.

• Our people are key to creating value – the business continues to rely on team members to serve and support customers, execute our strategy, and deliver our operational results… only we can keep our businesses strong and stable through this transition and beyond.

• The stronger we are as a business through this transition, the better positioned we will be to realize the value of being part of the TransDigm team.

Page | 1

Questions and Answers

Details, Rationale and Process

Q: What are the details of the transaction?

A: We announced that Esterline has reached an agreement for TransDigm to acquire Esterline for $122.50 per share in cash.

This is an exciting development for Esterline – one that not only delivers substantial value to our shareholders, but also has the potential to provide opportunities for our employees, customers, and other partners. This transaction is a testament to the significant value of Esterline and each of its businesses, which are driven every day by our team members and technologies.

The transaction is subject to approval by Esterline shareholders and other customary closing conditions and is expected to close in the next 9-12 months. Over the coming months, team members from both companies will be involved in the integration planning process to ensure a smooth and productive transition for our employees, customers, regulators, and other partners.

Q: What can you tell us about TransDigm?

A: TransDigm is a market leader in our industry with an impressive set of products and solutions that are complementary to Esterline’s capabilities. As a leading global producer, designer and supplier of highly engineered aerospace components, systems and subsystems for use on nearly all commercial and military aircraft in service today, TransDigm is very much like Esterline in their breadth and depth of product offering and their customer base. In addition, TransDigm adds an unparalleled aftermarket presence, a consistently expanding and stable financial performance record, and an industry network we can leverage to further expand Esterline products and technologies. In addition, the decentralized management style helps support nimble decision making close to the customers and products.

Q: What are the benefits of being a part of TransDigm? Why is this good for Esterline?

A: By joining TransDigm, we will be better positioned to deliver superior products and technologies to our combined global customer base. This transaction is a step forward for the further growth and advancement of our already strong, mission-critical products and offers expanded opportunity for our businesses and teams.

Q: When will the transaction close? What are the next steps?

A: We expect the transaction to close after a transition period of approximately 9-12 months, during which we must receive shareholder approval and meet other customary closing conditions. Until then, Esterline and TransDigm will continue to operate as independent companies and we must remain focused on continuing to serve our customers and execute our strategy.

Page | 2

Q: What are the plans for integrating the two companies? How will the integration process be managed?

A: Over the coming weeks, we expect to build a cross-functional integration planning team, led by members of senior management from both companies to address how post-close we can best bring our companies together and capitalize on the strengths and talent across each organization. We will keep you informed of any important developments as we move through this process.

Q: Why does Esterline need to join a larger business?

A: Joining a larger, complementary business offers many opportunities to leverage a broader industry network, enhanced financial stability of a larger combined entity, and advantages of shared customers, resources and technologies. As our leaders looked at the options to ensure a bright future for our business, these advantages became clear.

What This Means for Me/You/Us

Q: What does this announcement mean for me? What can we expect between now and closing?

A: It is business as usual at Esterline; we cannot begin integrating our two companies until the transaction has closed, which is expected to happen in the next 9-12 months. During the integration planning process, we will work on how to bring our companies together and capitalize on the strengths and talent across each organization. New ownership brings new perspectives and things we can learn to enhance our careers and our business. It is still very early in the process, and many details have yet to be worked out. We know there are FAR more questions than answers at this point, and that’s a natural and logical part of a deal. But as time passes during the transition period, we will get more and more answers, and we commit to providing information to you as the details become available.

Q: Will there be any layoffs or facility closings?

A: TransDigm has made it clear they want to preserve the value Esterline brings, and that would include the talented people here. It is still early and we don’t have the details on how the two companies plan to integrate, but as we move forward, we expect that there will be exciting growth opportunities for employees within the larger combined company. We will continue to update you as we move forward through the integration planning process.

Page | 3

Q: Will there be any changes to Esterline’s employee salaries, compensation, or benefits as a result of the transaction?

A: Until the transaction closes, Esterline will remain a separate, independent company. It should be business as usual for Esterline employees with no immediate changes to jobs, salaries or benefits.

When you bring two companies together, there are always similarities and differences between compensation and benefits plans. In the coming weeks and months, Esterline and TransDigm will have more detailed discussions about how best to bring the companies together. To the extent there are changes after the transaction closes, we will communicate with employees as details are available.

Q: Will there be any changes in reporting relationships or job responsibilities?

A: Until the transaction closes, Esterline will remain a separate, independent company. It should be business as usual for Esterline employees and we do not expect any immediate changes to reporting relationships. In the coming weeks and months, Esterline and TransDigm will have more detailed discussions about how best to bring the companies together. To the extent there are changes after the transaction closes, we will communicate with employees as details are available.

Q: Will there be new opportunities in terms of jobs and relocation? Will I be asked to relocate?

A: It is still early in the process, and there are many decisions that have yet to be made, but we do expect this transaction could provide exciting opportunities for employees. We will provide more information as we can.

Q: Who will lead the combined company? Will any members of Esterline’s senior leadership team join the new company? What happens to the Esterline headquarters, name, brand, etc.?

A: The two companies will continue to operate independently with little expected changes until the transaction officially closes, but TransDigm has appointed their Vice-Chairman, Bob Henderson, to oversee the integration and Esterline operations through the transition. To the extent there are changes after the transaction closes, we will communicate with employees as appropriate.

Q: How will the transaction affect our relationships with customers?

A: This transaction offers significant opportunities for our customers, as the combined entity will be able to provide more solutions from a partner with larger scale and capabilities. Our customers will remain our top priority, and we will continue to meet customer needs with the same high quality service and products they have come to expect from us. Until the transaction closes, Esterline will remain a separate, independent company and there should be no impact on how we conduct business with customers.

Page | 4

Q: When can I reach out to counterparts at TransDigm?

A: Until the transaction is completed, discussions with TransDigm team members will be directed through the integration planning team. You should not engage with TransDigm employees unless a member of Esterline’s executive leadership team asks you to do so. In the meantime, we will continue to act as independent companies.

Q: What happens to the Esterline stock that I own?

A: Employee shareholders will receive the same considerations as other shareholders.

Q: Where can I get additional information?

A: If you have further questions, please feel free to speak with your manager or supervisor, and they can pass along any questions to which we do not yet have answers. We will do our best to respond to you in a timely manner and share additional details as they become available. Additionally, this Q&A document and any further communications will be available on the Esterline employee website, myEsterline, and your business unit should be hosting an all-hands meeting soon to further discuss the news.

Q: Can I share this information?

A: These materials are for internal use. In addition, this transaction is a tightly controlled process that has legal ramifications, so it is critical that the material not be added to, deleted from, or altered in any way. The materials are designed to help employees better understand the details of the acquisition and they must be maintained exactly as they were released, including with all applicable disclosures regarding additional information. As always, any external communication related to this transaction must be cleared through Esterline Corporate Communications.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving TransDigm and Esterline. In connection with the proposed transaction, Esterline intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Esterline will mail the definitive proxy statement and a proxy card to each stockholder of Esterline entitled to vote at the stockholder meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Esterline may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF ESTERLINE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESTERLINE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESTERLINE AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Esterline with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at Esterline’s website

Page | 5

(http://www.esterline.com/) or by contacting Esterline’s Investor Relations at 500 108^th Avenue NE, Suite 1500, Bellevue, Washington 98004, or by calling (425) 453-9400.

Participants in the Solicitation

The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger, and any interest they have in the proposed merger, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 27, 2017, and its Annual Report on Form 10-K for the fiscal year ended September 29, 2017, which was filed with the SEC on November 21, 2017, and the Amendment No. 1 on Form 10-K/A, which was filed with the SEC on March 30, 2018. These documents may be obtained for free at the SEC’s website at www.sec.gov, and via the Company’s Investor Relations section of its website at www.esterline.com.

Page | 6

EX-99.4

COMPANY CONFIDENTIAL Strategic Combination Discussion October 10, 2018 Exhibit 99.4

COMPANY CONFIDENTIAL Additional Information and Where to Find It   This communication is being made in respect of the proposed transaction involving TransDigm and Esterline.  In connection with the proposed transaction, Esterline intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Esterline will mail the definitive proxy statement and a proxy card to each stockholder of Esterline entitled to vote at the stockholder meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Esterline may file with the SEC or send to its stockholders in connection with the proposed transaction.  BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF ESTERLINE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESTERLINE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESTERLINE AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Esterline with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at Esterline’s website (http://www.esterline.com/) or by contacting Esterline’s Investor Relations at 500 108th Avenue NE, Suite 1500, Bellevue, Washington 98004, or by calling (425) 453-9400.    Participants in the Solicitation   The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger, and any interest they have in the proposed merger, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 27, 2017, and its Annual Report on Form 10-K for the fiscal year ended September 29, 2017, which was filed with the SEC on November 21, 2017, and the Amendment No. 1 on Form 10-K/A, which was filed with the SEC on March 30, 2018. These documents may be obtained for free at the SEC’s website at www.sec.gov, and via the Company’s Investor Relations section of its website at www.esterline.com.

COMPANY CONFIDENTIAL TransDigm to Acquire Esterline for $122.50/share The result of a thorough review process with careful consideration to all stakeholders involved. A WINNING COMBINATION OF TEAMS AND CAPABILITIES Both companies bring innovative, complementary products and strong industry reputations. CREATES A STRONGER BUSINESS Better positioned to serve customers and compete in global aerospace and defense markets TESTAMENT TO THE SIGNIFICANT VALUE OF ESTERLINE value that each of you help build and maintain every day

COMPANY CONFIDENTIAL Overview of TransDigm $3.5 Billion annual sales 9,200 Employees, Expanding global footprint 3 Business Segments Power & Control Airframe Non-aviation Highly engineered proprietary aerospace products Esterline and TransDigm businesses are highly complementary Decentralized organization Excellent industry reputation for driving business growth Significant aftermarket content

COMPANY CONFIDENTIAL Next Steps Obtain Esterline shareholder approval and clear other customary conditions Expect closing to occur in 9 to 12 months TransDigm and Esterline to operate as independent companies until closing

COMPANY CONFIDENTIAL During the Transition: Remain Focused on Execution Continue to execute our strategy and live the Esterline Way – Every Day Deliver, or even beat, our financial and operational commitments Build business strength during transition to best position for future success We commit to keeping you informed of all important developments

COMPANY CONFIDENTIAL Questions