NOTE 19: Guarantors

The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X for fiscal 2014, 2013, and 2012 for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility, 2017 Notes (for periods prior to the ending of the fiscal quarter ended April 26, 2013), and 2020 Notes; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility, 2017 Notes (for periods prior to the ending of the fiscal quarter ended April 26, 2013), and 2020 Notes (Non-Guarantor Subsidiaries). The Guarantor Subsidiaries previously guaranteed the Senior Subordinated Notes due 2013 that were repurchased or otherwise redeemed in August 2010. The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation and have fully and unconditionally, jointly and severally, guaranteed the secured credit facility, 2017 Notes (for periods prior to the ending of the fiscal quarter ended April 26, 2013), and the 2020 Notes.

Condensed Consolidating Balance Sheet as of October 31, 2014

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries		Eliminations			Total
ASSETS

Current Assets
Cash and cash equivalents	$	14,634		$	3,454		$	220,056	$	-		$	238,144
Cash in escrow		-			-			-		-			-
Accounts receivable, net		610			143,158			236,121		-			379,889
Inventories		-			188,982			244,613		-			433,595
Income tax refundable		-			-			5,266		-			5,266
Deferred income tax benefits		31,486			(1,191	)		18,384		-			48,679
Prepaid expenses		147			6,703			13,486		-			20,336
Other current assets		80			114			1,955		-			2,149
Current assets of businesses held for sale		-			26,800			14,646		-			41,446
Total Current Assets		46,957			368,020			754,527		-			1,169,504

Property, Plant & Equipment, Net		1,489			158,089			159,764		-			319,342
Goodwill		-			347,700			724,086		-			1,071,786
Intangibles, net		-			106,164			365,213		-			471,377
Debt issuance costs, net		4,134			-			161		-			4,295
Deferred income tax benefits		20,455			30			50,822		-			71,307
Other assets		130			7,502			6,547		-			14,179
Non-current assets of businesses held for sale		-			40,737			30,940		-			71,677
Amounts Due From (To) Subsidiaries		-			797,342			-		(797,342	)		-
Investment in Subsidiaries		3,307,454			1,127,237			20,768		(4,455,459	)		-
Total Assets	$	3,380,619		$	2,952,821		$	2,112,828	$	(5,252,801	)	$	3,193,467

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	1,751		$	36,905		$	76,628	$	-		$	115,284
Accrued liabilities		20,178			93,168			149,190		-			262,536
Current maturities of long-term debt		8,750			349			3,675		-			12,774
Deferred income tax liabilities		76			8			1,689		-			1,773
Federal and foreign income taxes		(2,282	)		(2,643	)		6,496		-			1,571
Current liabilities of businesses held for sale		-			4,010			10,181		-			14,191
Total Current Liabilities		28,473			131,797			247,859		-			408,129

Credit Facilities		100,000			-			-		-			100,000
Long-Term Debt, Net		403,125			55,176			51,419		-			509,720
Deferred Income Tax Liabilities		58,615			(17,333	)		107,883		-			149,165
Pension and Post-Retirement Obligations		18,683			1,226			42,784		-			62,693
Other Liabilities		16,762			3,944			26,178		-			46,884
Non-current liabilities of businesses held for sale		-			17,327			1,549		-			18,876
Amounts Due To (From) Subsidiaries		856,961			-			456,861		(1,313,822	)		-
Shareholders' Equity		1,898,000			2,760,684			1,178,295		(3,938,979	)		1,898,000
Total Liabilities and Shareholders' Equity	$	3,380,619		$	2,952,821		$	2,112,828	$	(5,252,801	)	$	3,193,467

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2014

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	970,376		$	1,086,313		$	(5,520	)	$	2,051,169
Cost of sales		-			617,881			718,184			(5,520	)		1,330,545
		-			352,495			368,129			-			720,624
Expenses
Selling, general and administrative		-			146,474			217,785			-			364,259
Research, development & engineering		-			45,965			52,936			-			98,901
Restructuring charges		-			9,637			4,005			-			13,642
Gain on sale of product line		-			-			-			-			-
Gain on settlement of contingency		-			-			-			-			-
Goodwill impairment		-			-			-			-			-
Other (income) expense		-			-			-			-			-
Total Expenses		-			202,076			274,726			-			476,802

Operating Earnings from Continuing Operations		-			150,419			93,403			-			243,822
Interest Income		(15,486	)		(9,240	)		(55,840	)		80,011			(555	)
Interest Expense		24,190			28,959			59,872			(80,011	)		33,010
Loss on Extinguishment of Debt		-			-			533			-			533
Earnings (Loss) from Continuing Operations Before Income Taxes		(8,704	)		130,700			88,838			-			210,834
Income Tax Expense (Benefit)		(1,894	)		27,922			18,246			-			44,274
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(6,810	)		102,778			70,592			-			166,560
Earnings Attributable to Noncontrolling Interests		-			-			(553	)		-			(553	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(6,810	)		102,778			70,039			-			166,007
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(719	)		(34,636	)		(28,234	)		-			(63,589	)
Equity in Net Earnings of Consolidated Subsidiaries		109,947			189			(301	)		(109,835	)		-

Net Earnings (Loss) Attributable to Esterline	$	102,418		$	68,331		$	41,504		$	(109,835	)	$	102,418


Comprehensive Income (Loss)
Net earnings (loss)	$	102,418		$	68,331		$	41,504		$	(109,835	)	$	102,418
Change in fair value of derivative financial instruments, net of tax		-			-			(8,793	)		-			(8,793	)
Change in pension and post-retirement obligations, net of tax		(4,915	)		-			947			-			(3,968	)
Foreign currency translation adjustment		(96,532	)		(1,504	)		(77,029	)		78,533			(96,532	)
Comprehensive Income (Loss)	$	971		$	66,827		$	(43,371	)	$	(31,302	)	$	(6,875	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2014

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	102,971		$	68,331		$	41,504		$	(109,835	)	$	102,971
Depreciation & amortization		-			47,633			68,394			-			116,027
Deferred income taxes		(5,274	)		(4	)		(9,615	)		-			(14,893	)
Share-based compensation		-			5,706			7,338			-			13,044
Loss (gain) on disposal of capital assets		-			2,580			594			-			3,174
Gain on settlement of contingency		-			-			-			-			-
Goodwill impairment		-			-			-			-			-
Loss on assets held for sale		-			31,164			18,308			-			49,472
Working capital changes, net of effect of acquisitions:
Accounts receivable		(294	)		8,820			(25,901	)		-			(17,375	)
Inventories		-			(7,858	)		(13,633	)		-			(21,491	)
Prepaid expenses		(30	)		(1,030	)		(2,177	)		-			(3,237	)
Other current assets		6			1			1,002			-			1,009
Accounts payable		37			4,186			(2,882	)		-			1,341
Accrued liabilities		(950	)		8,613			5,798			-			13,461
Federal and foreign income taxes		(4,690	)		27,794			(34,279	)		-			(11,175	)
Other liabilities		(5,951	)		608			(8,509	)		-			(13,852	)
Other, net		(14,802	)		(11,531	)		24,221			-			(2,112	)
		71,023			185,013			70,163			(109,835	)		216,364

Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(331	)		(16,674	)		(28,673	)		-			(45,678	)
Proceeds from sale of capital assets		-			427			145			-			572
Acquisition of business, net of cash acquired		-			(44,745	)		-			-			(44,745	)
		(331	)		(60,992	)		(28,528	)		-			(89,851	)

Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2014

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		31,215			-			-			-		31,215
Excess tax benefits from stock option exercises		7,090			-			-			-		7,090
Shares repurchased		(30,262	)		-			-			-		(30,262	)
Repayment of long-term credit facilities		(55,000	)		-			-			-		(55,000	)
Repayment of long-term debt		(8,750	)		(390	)		(26,670	)		-		(35,810	)
Proceeds from issuance of long-term credit facilities		25,000			-			-			-		25,000
Proceeds from government assistance		-			-			3,337			-		3,337
Dividends paid to noncontrolling interests		-			-			(778	)		-		(778	)
Debt and other issuance costs		-			-			-			-		-
Net change in intercompany financing		(33,112	)		(125,071	)		48,348			109,835		-
		(63,819	)		(125,461	)		24,237			109,835		(55,208	)

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		(65	)		18			(12,292	)		-		(12,339	)

Net Increase (Decrease) in Cash and Cash Equivalents		6,808			(1,422	)		53,580			-		58,966
Cash and Cash Equivalents - Beginning of Period		7,826			4,876			166,476			-		179,178

Cash and Cash Equivalents - End of Period	$	14,634		$	3,454		$	220,056		$	-	$	238,144

Condensed Consolidating Balance Sheet as of October 25, 2013

In Thousands						Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Total
ASSETS

Current Assets
Cash and cash equivalents	$	7,826	$	4,876		$	166,476	$	-		$	179,178
Cash in escrow		4,018		-			-		-			4,018
Accounts receivable, net		316		154,492			228,858		-			383,666
Inventories		-		190,830			256,833		-			447,663
Income tax refundable		-		6,526			-		-			6,526
Deferred income tax benefits		26,731		171			20,375		-			47,277
Prepaid expenses		117		5,510			12,556		-			18,183
Other current assets		86		115			5,003		-			5,204
Current assets of businesses held for sale		-		-			-		-			-
Total Current Assets		39,094		362,520			690,101		-			1,091,715

Property, Plant & Equipment, Net		1,754		175,402			194,041		-			371,197
Goodwill		-		344,995			783,982		-			1,128,977
Intangibles, net		-		144,222			436,727		-			580,949
Debt issuance costs, net		5,252		-			959		-			6,211
Deferred income tax benefits		16,782		-			55,058		-			71,840
Other assets		18		3,692			7,513		-			11,223
Non-current assets of businesses held for sale		-		-			-		-			-
Amounts Due From (To) Subsidiaries		-		549,307			-		(549,307	)		-
Investment in Subsidiaries		2,588,478		979,123			349,104		(3,916,705	)		-
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	$	-		$	123,597
Accrued liabilities		21,652		87,826			144,083		-			253,561
Current maturities of long-term debt		8,750		237			12,292		-			21,279
Deferred income tax liabilities		568		24			1,715		-			2,307
Federal and foreign income taxes		2,408		(27,399	)		32,339		-			7,348
Current liabilities of businesses held for sale		-		-			-		-			-
Total Current Liabilities		35,092		89,752			283,248		-			408,092

Credit Facilities		130,000		-			-		-			130,000
Long-Term Debt, Net		411,875		55,562			70,422		-			537,859
Deferred Income Tax Liabilities		57,757		(7	)		135,369		-			193,119
Pension and Post-Retirement Obligations		17,500		618			49,984		-			68,102
Other Liabilities		12,298		194			27,696		-			40,188
Non-current liabilities of businesses held for sale		-		-			-		-			-
Amounts Due To (From) Subsidiaries		102,104		-			405,018		(507,122	)		-
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 fiscal year ended October 25, 2013

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	912,572		$	980,512		$	(4,307	)	$	1,888,777
Cost of sales		-			567,432			620,943			(4,307	)		1,184,068
		-			345,140			359,569			-			704,709
Expenses
Selling, general and administrative		-			147,893			218,748			-			366,641
Research, development & engineering		-			46,999			43,215			-			90,214
Restructuring charges		-			-			-			-			-
Gain on sale of product line		-			(2,264	)		-			-			(2,264	)
Gain on settlement of contingency		-			-			-			-			-
Goodwill impairment		-			-			3,454			-			3,454
Other (income) expense		-			-			-			-			-
Total Expenses		-			192,628			265,417			-			458,045

Operating Earnings from Continuing Operations		-			152,512			94,152			-			246,664
Interest Income		(15,639	)		(7,704	)		(54,602	)		77,410			(535	)
Interest Expense		30,050			26,868			60,130			(77,410	)		39,638
Loss on Extinguishment of Debt		946			-			-			-			946
Earnings (Loss) from Continuing Operations Before Income Taxes		(15,357	)		133,348			88,624			-			206,615
Income Tax Expense (Benefit)		(3,320	)		27,312			9,899			-			33,891
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(12,037	)		106,036			78,725			-			172,724
Earnings Attributable to Noncontrolling Interests		-			-			(1,730	)		-			(1,730	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(12,037	)		106,036			76,995			-			170,994
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(1,300	)		(2,685	)		(2,275	)		-			(6,260	)
Equity in Net Earnings of Consolidated Subsidiaries		178,071			1,697			3,705			(183,473	)		-

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		-			-			(3,119	)		-			(3,119	)
Change in pension and post-retirement obligations, net of tax		36,669			-			6,325			-			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 Cash Flows for the fiscal year ended October 25, 2013

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			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		-			43,539			68,593			-			112,132
Deferred income taxes		8,274			(11,067	)		(19,019	)		-			(21,812	)
Share-based compensation		-			4,163			5,412			-			9,575
Loss (gain) on disposal of capital assets		-			(1,013	)		(1,290	)		-			(2,303	)
Gain on settlement of contingency		-			-			-			-			-
Goodwill impairment		-			-			3,454			-			3,454
Loss on assets held for sale		-			-			-			-			-
Working capital changes, net of effect of acquisitions:
Accounts receivable		(135	)		(4,976	)		10,126			-			5,015
Inventories		-			(16,652	)		(11,665	)		-			(28,317	)
Prepaid expenses		(41	)		1,775			1,870			-			3,604
Other current assets		1,332			437			(3,327	)		-			(1,558	)
Accounts payable		(230	)		362			8,876			-			9,008
Accrued liabilities		5,955			6,725			(15,800	)		-			(3,120	)
Federal and foreign income taxes		4,445			(10,800	)		9,534			-			3,179
Other liabilities		3,271			(185	)		(10,688	)		-			(7,602	)
Other, net		(89	)		2,329			813			-			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	)		-			(55,335	)
Proceeds from sale of capital assets		-			1,013			1,290			-			2,303
Acquisition of business, net of cash acquired		-			-			(40,689	)		-			(40,689	)
		(105	)		(14,924	)		(78,692	)		-			(93,721	)

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

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		22,854			-			-			-		22,854
Excess tax benefits from stock option exercises		2,961			-			-			-		2,961
Shares repurchased													-
Repayment of long-term credit facilities		(110,000	)		-			-			-		(110,000	)
Repayment of long-term debt		(179,375	)		(326	)		(55,727	)		-		(235,428	)
Proceeds from issuance of long-term credit facilities		175,000			-			-			-		175,000
Proceeds from government assistance		-			-			5,092			-		5,092
Dividends paid to noncontrolling interests		-			-			(1,048	)		-		(1,048	)
Debt and other issuance costs		(454	)		-			-			-		(454	)
Net change in intercompany financing		(109,094	)		(100,893	)		26,514			183,473		-
		(198,108	)		(101,219	)		(25,169	)		183,473		(141,023	)

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		23			10			2,442			-		2,475

Net Increase (Decrease) in Cash and Cash Equivalents		(8,944	)		3,552			23,895			-		18,503
Cash and Cash Equivalents - Beginning of Period		16,770			1,324			142,581			-		160,675

Cash and Cash Equivalents - End of Period	$	7,826		$	4,876		$	166,476		$	-	$	179,178

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

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	846,062		$	1,035,764		$	(4,005	)	$	1,877,821
Cost of sales		-			530,401			673,537			(4,005	)		1,199,933
		-			315,661			362,227			-			677,888
Expenses
Selling, general and administrative		-			127,022			223,200			-			350,222
Research, development & engineering		-			45,506			55,371			-			100,877
Restructuring charges		-			-			-			-			-
Gain on sale of product line		-			-			-			-			-
Gain on settlement of contingency		-			-			(11,891	)		-			(11,891	)
Goodwill impairment		-			-			52,169			-			52,169
Other (income) expense		-			-			(1,263	)		-			(1,263	)
Total Expenses		-			172,528			317,586			-			490,114

Operating Earnings from Continuing Operations		-			143,133			44,641			-			187,774
Interest Income		(14,178	)		(16,141	)		(60,297	)		90,153			(463	)
Interest Expense		34,948			27,210			74,222			(90,153	)		46,227
Loss on Extinguishment of Debt		-			-			-			-			-
Earnings (Loss) from Continuing Operations Before Income Taxes		(20,770	)		132,064			30,716			-			142,010
Income Tax Expense (Benefit)		(5,591	)		28,711			4,696			-			27,816
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(15,179	)		103,353			26,020			-			114,194
Earnings Attributable to Noncontrolling Interests		-			-			(1,040	)		-			(1,040	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(15,179	)		103,353			24,980			-			113,154
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		-			6,977			(7,596	)		-			(619	)
Equity in Net Earnings of Consolidated Subsidiaries		127,714			17,659			(145	)		(145,228	)		-

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		-			-			(2,399	)		-			(2,399	)
Change in pension and post-retirement obligations, net of tax		(15,727	)		-			(7,981	)		-			(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 Cash Flows for the fiscal year ended October 26, 2012

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			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		-			39,405			68,387			-			107,792
Deferred income taxes		18,013			(16,390	)		(22,823	)		-			(21,200	)
Share-based compensation		-			4,246			5,297			-			9,543
Loss (gain) on disposal of capital assets		-			(410	)		(534	)		-			(944	)
Gain on settlement of contingency		-			-			(11,891	)		-			(11,891	)
Goodwill impairment		-			-			52,169			-			52,169
Loss on assets held for sale		-			-			-			-			-
Working capital changes, net of effect of acquisitions:														-
Accounts receivable		(23	)		(2,704	)		(19,654	)		-			(22,381	)
Inventories		-			(15,707	)		(3,596	)		-			(19,303	)
Prepaid expenses		(17	)		(385	)		(2,104	)		-			(2,506	)
Other current assets		6			(208	)		(800	)		-			(1,002	)
Accounts payable		1,132			(174	)		(7,440	)		-			(6,482	)
Accrued liabilities		(1,929	)		(156	)		16,964			-			14,879
Federal and foreign income taxes		(4,345	)		(7,707	)		4,984			-			(7,068	)
Other liabilities		(20,618	)		12,196			(6,280	)		-			(14,702	)
Other, net		(1,418	)		580			4,530			-			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	)		-			(49,446	)
Proceeds from sale of capital assets		-			410			534			-			944
Acquisition of business, net of cash acquired		-			-			-			-			-
		(1,503	)		(23,143	)		(23,856	)		-			(48,502	)

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

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		7,658			-			-			-		7,658
Excess tax benefits from stock option exercises		382			-			-			-		382
Shares repurchased													-
Repayment of long-term credit facilities		(150,000	)		-			-			-		(150,000	)
Repayment of long-term debt		-			(405	)		(72,740	)		-		(73,145	)
Proceeds from issuance of long-term credit facilities		30,000			-			-			-		30,000
Proceeds from government assistance		-			-			17,285			-		17,285
Dividends paid to noncontrolling interests		-			-			-			-		-
Debt and other issuance costs		-			-			-			-		-
Net change in intercompany financing		(24,731	)		(129,158	)		8,661			145,228		-
		(136,691	)		(129,563	)		(46,794	)		145,228		(167,820	)

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		751			5			(2,965	)		-		(2,209	)

Net Increase (Decrease) in Cash and Cash Equivalents		(33,067	)		(12,126	)		20,833			-		(24,360	)
Cash and Cash Equivalents - Beginning of Period		49,837			13,450			121,748			-		185,035

Cash and Cash Equivalents - End of Period	$	16,770		$	1,324		$	142,581		$	-	$	160,675