Note 16 – Guarantors

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 January 30, 2015, and October 31, 2014, and for the applicable periods ended January 30, 2015, and January 31, 2014, for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility and 2020 Notes; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility and 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 January 30, 2015.

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

Current Assets
Cash and cash equivalents	$	12,256		$	2,290		$	113,576	$	-		$	128,122
Cash in escrow		-			53,745			126,346		-			180,091
Accounts receivable, net		50			127,592			214,757		-			342,399
Inventories		-			195,407			230,558		-			425,965
Income tax refundable		-			-			6,416		-			6,416
Deferred income tax benefits		31,102			(1,229	)		24,950		-			54,823
Prepaid expenses		212			9,507			15,486		-			25,205
Other current assets		75			111			2,135		-			2,321
Current assets of businesses held for sale		-			26,366			11,991		-			38,357
Total Current Assets		43,695			413,789			746,215		-			1,203,699

Property, Plant & Equipment, Net		1,485			162,741			138,954		-			303,180
Goodwill		-			355,211			648,169		-			1,003,380
Intangibles, net		-			107,475			322,102		-			429,577
Debt issuance costs, net		3,814			-			138		-			3,952
Deferred income tax benefits		18,043			-			41,490		-			59,533
Other assets		256			10,112			10,322		-			20,690
Non-current assets of businesses held for sale		-			30,104			29,275		-			59,379
Amounts Due From (To) Subsidiaries		-			745,852			-		(745,852	)		-
Investment in Subsidiaries		3,175,435			1,131,129			14,644		(4,321,208	)		-
Total Assets	$	3,242,728		$	2,956,413		$	1,951,309	$	(5,067,060	)	$	3,083,390

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	6,327		$	35,660		$	64,545	$	-		$	106,532
Accrued liabilities		11,037			80,581			149,391		-			241,009
Current maturities of long-term debt		8,750			832			3,088		-			12,670
Deferred income tax liabilities		13			1			3,176		-			3,190
Federal and foreign income taxes		(4,152	)		(1,344	)		7,944		-			2,448
Current liabilities of businesses held for sale		-			3,161			10,273		-			13,434
Total Current Liabilities		21,975			118,891			238,417		-			379,283

Credit Facilities		250,000			-			30,000		-			280,000
Long-Term Debt, Net		400,938			57,373			43,730		-			502,041
Deferred Income Tax Liabilities		58,494			(17,461	)		95,865		-			136,898
Pension and Post-Retirement Obligations		18,652			420			38,509		-			57,581
Other Liabilities		17,890			194			16,060		-			34,144
Non-current liabilities of businesses held for sale		-			18,198			1,596		-			19,794
Amounts Due To (From) Subsidiaries		801,130			-			527,114		(1,328,244	)		-
Shareholders' Equity		1,673,649			2,778,798			960,018		(3,738,816	)		1,673,649
Total Liabilities and Shareholders' Equity	$	3,242,728		$	2,956,413		$	1,951,309	$	(5,067,060	)	$	3,083,390

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three month period ended January 30, 2015.

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	209,001		$	238,203		$	(860	)	$	446,344
Cost of sales		-			139,810			162,044			(860	)		300,994
		-			69,191			76,159			-			145,350
Expenses
Selling, general and administrative		-			38,659			54,997			-			93,656
Research, development & engineering		-			9,777			12,678			-			22,455
Restructuring charges		-			2,438			612			-			3,050
Other (income) expense		-			409			(13,153	)		-			(12,744	)
Total Expenses		-			51,283			55,134			-			106,417

Operating Earnings from Continuing Operations		-			17,908			21,025			-			38,933
Interest Income		(3,965	)		(7,198	)		(8,398	)		19,382			(179	)
Interest Expense		6,344			12,328			6,551			(19,382	)		5,841
Earnings (Loss) from Continuing Operations Before Income Taxes		(2,379	)		12,778			22,872			-			33,271
Income Tax Expense (Benefit)		(549	)		1,614			7,085			-			8,150
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(1,830	)		11,164			15,787			-			25,121
Earnings Attributable to Noncontrolling Interests		-			-			(63	)		-			(63	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(1,830	)		11,164			15,724			-			25,058
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(774	)		(10,576	)		(5,389	)		-			(16,739	)
Equity in Net Earnings of Consolidated Subsidiaries		10,923			62			-			(10,985	)		-

Net Earnings (Loss) Attributable to Esterline	$	8,319		$	650		$	10,335		$	(10,985	)	$	8,319

Comprehensive Income (Loss)	$	(126,850	)	$	552		$	(116,035	)	$	102,147		$	(140,186	)

Condensed Consolidating Statement of Cash Flows for the three month period ended January 30, 2015.

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	8,382		$	650		$	10,335		$	(10,985	)	$	8,382
Depreciation & amortization		-			8,674			16,359			-			25,033
Deferred income taxes		195			2			(1,375	)		-			(1,178	)
Share-based compensation		-			1,177			1,530			-			2,707
Gain on release of non-income tax liability		-			-			(15,656	)		-			(15,656	)
Loss on assets held for sale		-			10,683			3,394			-			14,077
Working capital changes, net of effect of acquisitions:
Accounts receivable		560			17,362			2,307			-			20,229
Inventories		-			(6,781	)		(12,744	)		-			(19,525	)
Prepaid expenses		(65	)		(3,001	)		(3,345	)		-			(6,411	)
Other current assets		5			3			106			-			114
Accounts payable		6,964			(5,419	)		(4,015	)		-			(2,470	)
Accrued liabilities		(9,015	)		(13,027	)		(377	)		-			(22,419	)
Federal and foreign income taxes		(1,870	)		730			1,940			-			800
Other liabilities		1,876			(62	)		2,264			-			4,078
Other, net		(21,002	)		(19,305	)		37,742			-			(2,565	)
		(13,970	)		(8,314	)		38,465			(10,985	)		5,196

Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(118	)		(4,807	)		(8,155	)		-			(13,080	)
Escrow deposit		-			(53,745	)		(126,346	)		-			(180,091	)
Proceeds from sale of capital assets		-			-			-			-			-
Acquisition of business, net of cash acquired		-			-			-			-			-
		(118	)		(58,552	)		(134,501	)		-			(193,171	)

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		2,632			-			-			-		2,632
Excess tax benefits from stock option exercises		895			-			-			-		895
Shares repurchased		(90,237	)		-			-			-		(90,237	)
Repayment of long-term credit facilities		-			-			-			-		-
Repayment of long-term debt		(2,187	)		2,654			(2,227	)		-		(1,760	)
Proceeds from issuance of long-term credit facilities		150,000			-			30,000			-		180,000
Proceeds from government assistance		-			-			-			-		-
Dividends paid to noncontrolling interests		-			-			-			-		-
Debt and other issuance costs		-			-			-			-		-
Net change in intercompany financing		(49,558	)		63,535			(24,962	)		10,985		-
		11,545			66,189			2,811			10,985		91,530

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		165			(487	)		(13,255	)		-		(13,577	)

Net Increase (Decrease) in Cash and Cash Equivalents		(2,378	)		(1,164	)		(106,480	)		-		(110,022	)
Cash and Cash Equivalents - Beginning of Period		14,634			3,454			220,056			-		238,144

Cash and Cash Equivalents - End of Period	$	12,256		$	2,290		$	113,576		$	-	$	128,122

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 three month period ended January 31, 2014.

In Thousands							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	219,865		$	267,517		$	(1,442	)	$	485,940
Cost of sales		-			140,671			175,976			(1,442	)		315,205
		-			79,194			91,541			-			170,735
Expenses
Selling, general and administrative		-			35,805			53,327			-			89,132
Research, development & engineering		-			11,823			13,823			-			25,646
Restructuring charges		-			3,073			1,723			-			4,796
Other (income) expense		-			-			-			-			-
Total Expenses		-			50,701			68,873			-			119,574

Operating Earnings from Continuing Operations		-			28,493			22,668			-			51,161
Interest Income		(3,996	)		(2,025	)		(14,676	)		20,578			(119	)
Interest Expense		6,336			7,057			15,810			(20,578	)		8,625
Earnings (Loss) from Continuing Operations Before Income Taxes		(2,340	)		23,461			21,534			-			42,655
Income Tax Expense (Benefit)		(476	)		5,241			3,861			-			8,626
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(1,864	)		18,220			17,673			-			34,029
Earnings Attributable to Noncontrolling Interests		-			-			(86	)		-			(86	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(1,864	)		18,220			17,587			-			33,943
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		-			(1,851	)		(2,014	)		-			(3,865	)
Equity in Net Earnings of Consolidated Subsidiaries		31,942			432			(606	)		(31,768	)		-

Net Earnings (Loss) Attributable to Esterline	$	30,078		$	16,801		$	14,967		$	(31,768	)	$	30,078

Comprehensive Income (Loss)	$	(2,821	)	$	17,404		$	(11,634	)	$	(13,387	)	$	(10,438	)

Condensed Consolidating Statement of Cash Flows for the three month period ended January 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	$	30,164		$	16,801		$	14,967		$	(31,768	)	$	30,164
Depreciation & amortization		-			11,196			18,443			-			29,639
Deferred income taxes		1,540			(6	)		(2,979	)		-			(1,445	)
Share-based compensation		-			1,568			2,015			-			3,583
Gain on release of non-income tax liability		-			-			-			-			-
Loss on assets held for sale		-			-			-			-			-
Working capital changes, net of effect of acquisitions:
Accounts receivable		88			30,001			25,923			-			56,012
Inventories		-			(10,493	)		(14,540	)		-			(25,033	)
Prepaid expenses		60			(2,962	)		(3,432	)		-			(6,334	)
Other current assets		2			-			513			-			515
Accounts payable		(207	)		(1,407	)		(9,829	)		-			(11,443	)
Accrued liabilities		(4,579	)		(4,678	)		(6,383	)		-			(15,640	)
Federal and foreign income taxes		(5,285	)		(1,091	)		2,845			-			(3,531	)
Other liabilities		104			(522	)		275			-			(143	)
Other, net		(122	)		113			(6,412	)		-			(6,421	)
		21,765			38,520			21,406			(31,768	)		49,923

Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(38	)		(4,177	)		(7,318	)		-			(11,533	)
Escrow deposit		-			-			-			-			-
Proceeds from sale of capital assets		-			-			-			-			-
Acquisition of business, net of cash acquired		-			(44,599	)		-			-			(44,599	)
		(38	)		(48,776	)		(7,318	)		-			(56,132	)

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		14,677			-			-			-		14,677
Excess tax benefits from stock option exercises		3,440			-			-			-		3,440
Shares repurchased		-			-			-			-		-
Repayment of long-term credit facilities		-			-			-			-		-
Repayment of long-term debt		(2,187	)		(71	)		(1,589	)		-		(3,847	)
Proceeds from issuance of long-term credit facilities		25,000			-			-			-		25,000
Proceeds from government assistance		-			-			-			-		-
Dividends paid to noncontrolling interests		-			-			(702	)		-		(702	)
Debt and other issuance costs		-			-			-			-		-
Net change in intercompany financing		(55,671	)		10,919			12,984			31,768		-
		(14,741	)		10,848			10,693			31,768		38,568

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		(14	)		(42	)		(3,043	)		-		(3,099	)

Net Increase (Decrease) in Cash and Cash Equivalents		6,972			550			21,738			-		29,260
Cash and Cash Equivalents - Beginning of Period		7,826			4,876			166,476			-		179,178

Cash and Cash Equivalents - End of Period	$	14,798		$	5,426		$	188,214		$	-	$	208,438