UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

_________________

FORM 10-Q

# QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended
July 29, 2005

OR

# TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____________________ to ________________________

Commission file number  1-6357

ESTERLINE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)

| |                                                                        |  |                                                | 
| | ---------------------------------------------------------------------- |  | ---------------------------------------------- | 
| | Delaware
(State or other Jurisdictionof incorporation or organization) |  | 13-2595091
(I.R.S. EmployerIdentification No.) | 

500  108th Avenue NE, Bellevue, Washington  98004
(Address of principal executive offices)    (Zip Code)

Registrants
telephone number, including area code 425/453-9400

Indicate by check mark whether the
registrant:  (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes   X    
No

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   X    
No

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes       
No   X

As of September 2, 2005,
25,314,823 shares of the issuers common stock were outstanding.






# PART 1  FINANCIAL
INFORMATION

# Item 1.     
     Financial Statements

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED BALANCE
SHEETAs of
July 29, 2005 and October 29, 2004(In thousands, except
share amounts)

|                                        | July 29,
2005 |  | October 29,
2004 |          
|--------------------------------------- | ------------- |  | ---------------- | ---------
|
|                                        |               |  |                  |          
|Current Assets                          |               |  |                  |          
|Cash and cash equivalents               |               |  | $                | 80,339   
|Cash in escrow                          |               |  |                  | 11,744   
|Short-term investments                  |               |  |                  | 75,205   
|Accounts receivable, net of allowances  |               | 
|of $4,052 and $3,687                    |               |  |                  | 134,861  
|Inventories                             |               | 
|Raw materials and purchased parts       |               |  |                  | 69,044   
|Work in process                         |               |  |                  | 49,605   
|Finished goods                          |               |  |                  | 17,502   
|                                        |               |  |                  |          
|                                        |               |  |                  | 136,151  
|                                        |               |  |                  |          
|Deferred income tax benefits            |               |  |                  | 23,307   
|Prepaid expenses                        |               |  |                  | 6,981    
|Other current assets                    |               |  |                  | 288      
|                                        |               |  |                  |          
|Total Current Assets                    |               |  |                  | 468,876  
|                                        |               |  |                  |          
|Property, Plant and Equipment           |               |  |                  | 276,825  
|Accumulated depreciation                |               |  |                  | 140,466  
|                                        |               |  |                  |          
|                                        |               |  |                  | 136,359  
|                                        |               |  |                  |          
|Other Non-Current Assets                |               | 
|Goodwill                                |               |  |                  | 260,396  
|Intangibles, net                        |               |  |                  | 169,252  
|Debt issuance costs, net of accumulated |               | 
|amortization of $1,433 and $928         |               |  |                  | 5,312    
|Deferred income tax benefits            |               |  |                  | 11,897   
|Other assets                            |               |  |                  | 25,284   
|                                        |               |  |                  |          
|                                        |               |  | $                | 1,077,376
|                                        |               |  |                  |          

-2-

---

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED BALANCE
SHEETAs of
July 29, 2005 and October 29, 2004(In thousands, except
share amounts)

|                                             | July 29,
2005 |  | October 29,
2004 |          
|-------------------------------------------- | ------------- |  | ---------------- | ---------
|
|                                             |               |  |                  |          
|Current Liabilities                          |               |  |                  |          
|Accounts payable                             |               |  | $                | 42,007   
|Accrued liabilities                          |               |  |                  | 101,148  
|Credit facilities                            |               |  |                  | 2,301    
|Current maturities of long-term debt         |               |  |                  | 30,913   
|Federal and foreign income taxes             |               |  |                  | 4,269    
|                                             |               |  |                  |          
|Total Current Liabilities                    |               |  |                  | 180,638  
|                                             |               |  |                  |          
|Long-Term Liabilities                        |               | 
|Long-term debt, net of current maturities    |               |  |                  | 217,207  
|Deferred income taxes                        |               |  |                  | 45,936   
|Other liabilities                            |               |  |                  | 27,764   
|                                             |               |  |                  |          
|Commitments and Contingencies                |               |  |                  |         
|                                             |               |  |                  |          
|Minority Interest                            |               |  |                  | 2,548    
|                                             |               |  |                  |          
|Shareholders Equity                         |               | 
|Common stock, par value $.20 per share,      |               | 
|authorized 60,000,000 shares, issued and     |               | 
|outstanding 25,310,524 and 21,319,698 shares |               |  |                  | 5,062    
|Additional paid-in capital                   |               |  |                  | 234,300  
|Retained earnings                            |               |  |                  | 354,598  
|Accumulated other comprehensive income       |               |  |                  | 9,323    
|                                             |               |  |                  |          
|Total Shareholders Equity                   |               |  |                  | 603,283  
|                                             |               |  |                  |          
|                                             |               |  | $                | 1,077,376
|                                             |               |  |                  |          

-3-

---

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED STATEMENT OF
OPERATIONSFor the Three and Nine Month Periods Ended July 29, 2005 and
July 30, 2004(Unaudited)(In thousands, except
per share amounts)

|                                  | Three Months Ended |  | Nine Months Ended |        
|--------------------------------- | ------------------ |  | ----------------- | -------
|
|                                  |                    |  |                   |        
|Net Sales                         |                    |  | $                 | 209,873
|Cost of Sales                     |                    |  |                   | 144,180
|                                  |                    |  |                   |        
|                                  |                    |  |                   | 65,693 
|                                  |                    |  |                   |        
|Expenses                          |                    | 
|Selling, general & administrative |                    |  |                   | 33,534 
|Research, development &           |                    | 
|engineering                       |                    |  |                   | 11,003 
|                                  |                    |  |                   |        
|Total Expenses                    |                    |  |                   | 44,537 
|                                  |                    |  |                   |        
|                                  |                    |  |                   |        
|Operating Earnings From           |                    | 
|Continuing Operations             |                    |  |                   | 21,156 
|                                  |                    |  |                   |        
|Other (income) expense            |                    |  |                   | 272    
|Interest income                   |                    |  |                   | (1,187 
|Interest expense                  |                    |  |                   | 4,654  
|                                  |                    |  |                   |        
|Other Expense, Net                |                    |  |                   | 3,739  
|                                  |                    |  |                   |        
|                                  |                    |  |                   |        
|Income From Continuing Operations |                    | 
|Before Income Taxes               |                    |  |                   | 17,417 
|Income Tax Expense                |                    |  |                   | 3,128  
|                                  |                    |  |                   |        
|Income From Continuing Operations |                    | 
|Before Minority Interest          |                    |  |                   | 14,289 
|                                  |                    |  |                   |        
|Minority Interest                 |                    |  |                   | (122   
|                                  |                    |  |                   |        
|Income From Continuing Operations |                    |  |                   | 14,167 
|                                  |                    |  |                   |        
|Income From Discontinued          |                    | 
|Operations, Net of Tax            |                    |  |                   | 3      
|                                  |                    |  |                   |        
|Net Earnings                      |                    |  | $                 | 14,170 
|                                  |                    |  |                   |        

-4-

---

ESTERLINE TECHNOLOGIES CORPORATIONCONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Nine Month Periods Ended
July 29, 2005 and July 30, 2004(Unaudited)(In thousands, except per share amounts)

|                              | Three Months Ended |  | Nine Months Ended |    
|----------------------------- | ------------------ |  | ----------------- | ---
|
|Earnings Per Share  Basic:   |                    |  |                   |    
|Continuing operations         |                    |  | $                 | .56
|Discontinued operations       |                    |  |                   |   
|                              |                    |  |                   |    
|Earnings per share  basic    |                    |  | $                 | .56
|                              |                    |  |                   |    
|                              |                    | 
|Earnings Per Share  Diluted: |                    | 
|Continuing operations         |                    |  | $                 | .55
|Discontinued operations       |                    |  |                   |   
|                              |                    |  |                   |    
|Earnings per share  diluted  |                    |  | $                 | .55
|                              |                    |  |                   |    

-5-

---

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED STATEMENT OF
CASH FLOWSFor the Nine Month
Periods Ended July 29, 2005 and July 30, 2004(Unaudited)(In thousands)

|                                                       | Nine Months Ended | 
|------------------------------------------------------ | ----------------- | 
|
|Cash Flows Provided (Used) by Operating Activities     |                   | 
|Net earnings                                           |                   | 
|Minority interest                                      |                   | 
|Depreciation and amortization                          |                   | 
|Deferred income taxes                                  |                   | 
|Gain on sale of discontinued operations                |                   | 
|Loss on sale of building                               |                   | 
|Gain on sale of land                                   |                   | 
|Working capital changes, net of effect of acquisitions |                   | 
|Accounts receivable                                    |                   | 
|Inventories                                            |                   | 
|Prepaid expenses                                       |                   | 
|Other current assets                                   |                   | 
|Accounts payable                                       |                   | 
|Accrued liabilities                                    |                   | 
|Federal and foreign income taxes                       |                   | 
|Other liabilities                                      |                   | 
|Other, net                                             |                   | 
|                                                       |                   | 
|                                                       |                   | 
|                                                       |                   | 
|Cash Flows Provided (Used) by Investing Activities     |                   | 
|Purchases of capital assets                            |                   | 
|Proceeds from sale of discontinued operations          |                   | 
|Proceeds from sale of building                         |                   | 
|Proceeds from sale of land                             |                   | 
|Escrow deposit                                         |                   | 
|Proceeds from sale of capital assets                   |                   | 
|Proceeds from sale of short-term investments           |                   | 
|Purchase of short-term investments                     |                   | 
|Acquisitions of businesses, net of cash acquired       |                   | 
|                                                       |                   | 
|                                                       |                   | 

-6-

---

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED STATEMENT OF
CASH FLOWSFor the Nine Month
Periods Ended July 29, 2005 and July 30, 2004(Unaudited)(In thousands)

|                                                     | Nine Months Ended | 
|---------------------------------------------------- | ----------------- | 
|
|Cash Flows Provided (Used) by Financing Activities   |                   | 
|Proceeds provided by stock issuance under            |                   | 
|employee stock plans                                 |                   | 
|Proceeds provided by sale of common stock            |                   | 
|Net change in credit facilities                      |                   | 
|Repayment of long-term debt, net                     |                   | 
|Debt and other issuance costs                        |                   | 
|                                                     |                   | 
|                                                     |                   | 
|                                                     |                   | 
|Effect of Foreign Exchange Rates on Cash             |                   | 
|                                                     |                   | 
|Net Increase (Decrease) in Cash and Cash Equivalents |                   | 
|                                                     |                   | 
|Cash and Cash Equivalents  Beginning of Period      |                   | 
|                                                     |                   | 
|Cash and Cash Equivalents  End of Period            |                   | 
|                                                     |                   | 
|                                                     |                   | 
|Supplemental Cash Flow Information                   |                   | 
|Cash Paid for Interest                               |                   | 
|Cash Paid for Taxes                                  |                   | 

-7-

---

ESTERLINE TECHNOLOGIES
CORPORATIONNOTES
TO CONSOLIDATED FINANCIAL STATEMENTFor the Three and Nine Month Periods Ended
July 29, 2005 and July 30, 2004

|1. | The consolidated balance sheet as of July 29, 2005, the consolidated
          statement of operations for the three and nine month periods ended
          July 29, 2005 and July 30, 2004, and the consolidated
          statement of cash flows for the nine month periods ended July 29, 2005
          and July 30, 2004 are unaudited, but in the opinion of management, all
          of the necessary adjustments, consisting of normal recurring accruals, have been
          made to present fairly the financial statements referred to above in accordance
          with generally accepted accounting principles for interim financial information
          and with the instructions to Form 10-Q and Article 10 of
          Regulation S-X. Accordingly, the above statements do not include all of the
          footnotes required for complete financial statements. The results of operations
          and cash flows for the interim periods presented are not necessarily indicative
          of results that can be expected for the full year.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | The notes to the consolidated financial statements in the Companys Annual
          Report on Form 10-K for the fiscal year ended October 29, 2004
          provide a summary of significant accounting policies and additional financial
          information that should be read in conjunction with this Form 10-Q.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | The timing of the Companys revenues is impacted by the purchasing patterns
          of customers and, as a result, revenues are not generated evenly throughout the
          year. Moreover, the Companys first fiscal quarter, November through
          January, includes significant holiday vacation periods in both Europe and North
          America.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Basic earnings per share is computed on the basis of the weighted average number
          of shares outstanding during the period. Diluted earnings per share includes the
          dilutive effect of stock options. The weighted average number of shares
          outstanding used to compute basic earnings per share was 25,236,676 and
          21,202,000 for the three month periods ended July 29, 2005 and
          July 30, 2004, respectively. The weighted average number of shares
          outstanding used to compute diluted earnings per share was 25,618,519 and
          21,535,000 for the three month periods ended July 29, 2005 and
          July 30, 2004, respectively. The weighted average number of shares
          outstanding used to compute basic earnings per share was 24,796,955 and
          21,156,000 for the nine month periods ended July 29, 2005, and
          July 30, 2004, respectively. The weighted average number of shares
          outstanding used to compute diluted earnings per share was 25,174,537 and
          21,489,000 for the nine month periods ended July 29, 2005 and
          July 30, 2004, respectively.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | In December 2004, the Financial Accounting Standards Board issued Statement
          of Financial Accounting Standards No. 123R, Share-Based Payment
          (Statement No. 123R), which is effective for the Company no later than the
          beginning of its first fiscal quarter of 2006. This statement will have a
          significant impact on the Companys consolidated statements of operations,
          as the Company will be required to expense the fair value of its stock option
          grants and stock purchases under its employee stock purchase plan rather than
          disclose the
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-8-

---

| | impact on the consolidated net income within the footnotes as is
          the Companys current practice. Management intends to comply with the
          standard at the beginning of the Companys first fiscal quarter of 2006.
          The impact of adoption cannot be predicted at this time because it will depend
          on levels of share-based payments granted in the future. However, had the
          Company adopted Statement No. 123R in prior periods, the impact of that
          standard would have approximated the impact of Statement No. 123 as
          described in the disclosure of pro forma net income and earnings per share under
          Note 9.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The Companys comprehensive income (loss) is as follows:
|-- | --------------------------------------------------------

| | (In thousands)
| | --------------

| |  | Three Months Ended |                                    | Nine Months Ended | 
| |  | ------------------ | ---------------------------------- | ----------------- | 
|
| |  |                    |                                    |                   | 
| |  |                    | Net Earnings                       |                   | 
| |  |                    | Change in Fair Value of Derivative |                   | 
| |  |                    | Financial Instruments, Net of Tax  |                   | 
| |  |                    | Foreign Currency Translation Adj.  |                   | 
| |  |                    |                                    |                   | 
| |  |                    | Comprehensive Income (Loss)        |                   | 
| |  |                    |                                    |                   | 

|7. | On January 28, 2005, the Company completed the sale of the outstanding
          stock of its wholly owned subsidiary Fluid Regulators Corporation (Fluid
          Regulators), which was included in the Companys Sensors & Systems
          segment, for approximately $23.7 million. As a result of the sale, the
          Company recorded a gain of $7.0 million, net of tax of $2.4 million.
          Sales and net earnings for Fluid Regulators were $3.2 million and
          $0.1 million, respectively, during the three month period ended
          July 30, 2004. Sales and net earnings for Fluid Regulators were
          $3.5 million and $0.3 million, respectively, during the nine month
          period ended July 29, 2005 and $9.8 million and
          $0.9 million, respectively, during the nine month period ended
          July 30, 2004.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 25, 2002, the Board of Directors adopted a formal plan for the sale of the
assets and operations of its former Automation segment. On July 23, 2003, the
Company sold the assets of its Excellon Automation subsidiary. On
August 31, 2004, the Company sold the stock of W. A. Whitney for
$10.0 million in cash. Upon the final disposition of its discontinued Automation
operations in the fourth fiscal quarter of 2004, the Company recorded an $8.0 million
gain, net of $4.5 million in tax, including the reversal of estimated reserves which
were recognizable upon sale of the business. Sales of W. A. Whitney were
$5.4 million and $15.6 million for the three month and nine month period ended
July 30, 2004, respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
May 13, 2005, management closed a small unit in the Companys Other segment
and incurred $0.4 million in severance, net of $0.2 million in tax, in the
second quarter of fiscal 2005.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-9-

---

| | The
dispositions and closure described above are reported as discontinued operations and the
consolidated financial statements for all prior periods have been adjusted to reflect this
presentation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | The effective tax rate for the first nine months of fiscal 2005 was 29.4%
          (before a $2.0 million reduction of previously estimated tax liabilities),
          compared with 30.0% (before a $1.9 million reduction of previously
          estimated tax liabilities) for the first nine months of fiscal 2004. The
          effective tax rate differed from the statutory rate, as both years benefited
          from various tax credits and benefits. The $2.0 million reduction of
          previously estimated tax liabilities in the first nine months of fiscal 2005 was
          due to the expiration of the statute of limitations and adjustments resulting
          from a reconciliation of U.S. and non-U.S. tax returns to the provision for
          income taxes. The $1.9 million reduction of previously estimated tax
          liabilities in the first nine months of fiscal 2004 was the result of receiving
          a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Service
          covering the audit of research and development tax credits for fiscal years 1997
          through 1999. Due to the NOPA and the expectation of a similar result for fiscal
          years 2000 through 2003, management revised the Companys estimated
          liability for income taxes as of January 30, 2004.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | The Company follows Accounting Principles Board Opinion No. 25,
          Accounting for Stock Issued to Employees, to account for stock
          option and employee stock purchase plans, which does not require income
          statement recognition of options granted at the market price on the date of
          issuance. The following table illustrates the effect on net income and earnings
          per share as if the Company had applied the fair value recognition provisions of
          Statement of Financial Accounting Standards No. 123 (FAS 123 Adjustment),
          Accounting for Stock-Based Compensation (Statement No. 123):
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (In thousands, except per share amounts)
| | ----------------------------------------

| |  | Three Months Ended |                                       | Nine Months Ended | 
| |  | ------------------ | ------------------------------------- | ----------------- | 
|
| |  |                    |                                       |                   | 
| |  |                    | Net earnings, as reported             |                   | 
| |  |                    | Deduct:  FAS 123 Adjustment           |                   | 
| |  |                    |                                       |                   | 
| |  |                    | Pro forma net earnings                |                   | 
| |  |                    |                                       |                   | 
| |  |                    |                                       |                   | 
| |  |                    | Basic earnings per share, as reported |                   | 
| |  |                    | Deduct:  FAS 123 Adjustment           |                   | 
| |  |                    |                                       |                   | 
| |  |                    | Pro forma basic earnings per share    |                   | 
| |  |                    |                                       |                   | 
| |  |                    |                                       |                   | 
| |  |                    | Diluted earnings per share,           |                   | 
| |  |                    | as reported                           |                   | 
| |  |                    | Deduct:  FAS 123 Adjustment           |                   | 
| |  |                    |                                       |                   | 
| |  |                    | Pro forma diluted earnings per share  |                   | 
| |  |                    |                                       |                   | 

-10-

---

|10. | The Companys pension plans principally include a U.S. pension plan
          maintained by Esterline and U.S. and non-U.S. plans maintained by Leach Holding
          Corporation (Leach). Components of net periodic pension cost consisted of the following:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (In thousands)
| | --------------

| |  | Three Months Ended |                                         | Nine Months Ended | 
| |  | ------------------ | --------------------------------------- | ----------------- | 
|
| |  |                    | Components of Net Periodic Pension Cost |                   | 
| |  |                    | Service cost                            |                   | 
| |  |                    | Interest cost                           |                   | 
| |  |                    | Expected return on plan assets          |                   | 
| |  |                    | Amortization of prior                   |                   | 
| |  |                    | service cost                            |                   | 
| |  |                    | Amortization of actuarial loss          |                   | 
| |  |                    |                                         |                   | 
| |  |                    | Net Periodic Cost                       |                   | 
| |  |                    |                                         |                   | 

| | During the third fiscal quarter of 2005, the Company made
a $4.7 million contribution to the U.S. pension plan maintained by Leach.
| | -----------------------------------------------------------------------------------------------------------------------------------

|11. | Segment information:Business segment information for continuing operations includes
the segments of Avionics & Controls, Sensors & Systems and Advanced Materials.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (In thousands)
| | --------------

| |  | Three Months Ended |                        | Nine Months Ended | 
| |  | ------------------ | ---------------------- | ----------------- | 
|
| |  |                    | Net Sales              |                   | 
| |  |                    | Avionics & Controls    |                   | 
| |  |                    | Sensors & Systems      |                   | 
| |  |                    | Advanced Materials     |                   | 
| |  |                    |                        |                   | 
| |  |                    | Total Net Sales        |                   | 
| |  |                    |                        |                   | 
| |  |                    |                        |                   | 
| |  |                    | Segment Earnings       |                   | 
| |  |                    | Avionics & Controls    |                   | 
| |  |                    | Sensors & Systems      |                   | 
| |  |                    | Advanced Materials     |                   | 
| |  |                    |                        |                   | 
| |  |                    | Total Segment Earnings |                   | 
| |  |                    |                        |                   | 
| |  |                    |                        |                   | 
| |  |                    | Corporate expense      |                   | 
| |  |                    | Other income (expense) |                   | 
| |  |                    | Interest income        |                   | 
| |  |                    | Interest expense       |                   | 
| |  |                    |                        |                   | 
| |  |                    |                        |                   | 
| |  |                    |                        |                   | 

-11-

---

|12. | On June 3, 2005, the Company acquired all of the outstanding capital stock of Palomar
Products, Inc. (Palomar), a $25 million (estimated annual sales) California-based manufacturer of
secure military communications products, for approximately $29 million in cash,
including the estimated change in net equity value from December 31, 2004 to closing.
A purchase price adjustment is payable to the seller contingent upon achievement of
financial results through December 31, 2005, as described in the Stock Purchase
Agreement. Palomars products extend the Companys avionics and controls product
lines. Palomar is included in the Avionics & Controls segment and the results of
its operations were included from the effective date of the acquisition.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | On November 24, 2004, the Company completed a public offering of
          3.7 million shares of common stock, including shares sold under the
          underwriters over-allotment option, priced at $31.25 per share, generating
          net proceeds of approximately $109 million, of which $5.0 million was
          used to pay off existing credit facilities. The funds provide additional
          financial resources for acquisitions and general corporate purposes. The Company
          issued 303,826 and 233,137 shares under its employee stock plans during the nine
          month periods ended July 29, 2005 and July 30, 2004, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14. | The following schedules set forth condensed consolidating financial information
          as required by Rule 3-10 of Securities and Exchange Commission
          Regulation S-X for the periods ended July 29, 2005, and
          July 30, 2004, for (a) Esterline Technologies Corporation (the
          Parent); (b) on a combined basis, the subsidiary guarantors (Guarantor
          Subsidiaries) of the Senior Subordinated Notes which include Advanced Input
          Devices, Inc., Amtech Automated Manufacturing Technology, Angus
          Electronics Co., Armtec Countermeasures Co., Armtec Defense
          Products Co., Auxitrol Co., AVISTA, Incorporated, Boyar-Schultz
          Corporation, BVR Technologies Co., Equipment Sales Co., EA
          Technologies Corporation, Esterline Technologies Holdings Limited, H.A.
          Sales Co., Hauser Inc., Hytek Finishes Co., Janco Corporation,
          Kirkhill-TA Co., Korry Electronics Co., Leach Holding Corporation,
          Leach International Corporation, Leach Technology Group, Inc., Mason
          Electric Co., MC Tech Co., Memtron Technologies Co., Norwich Aero
          Products, Inc., Palomar Products, Inc., Pressure Systems, Inc.,
          Pressure Systems International, Inc., Surftech Finishes Co., UMM
          Electronics Inc., and (c) on a combined basis, the subsidiary
          non-guarantors (Non-Guarantor Subsidiaries), which include Advanced Input
          Devices Ltd. (England), Auxitrol S.A., Auxitrol Technologies S.A.,
          Auxitrol Asia PTE Ltd., Esterline Input Devices Asia Ltd., Esterline Input
          Devices Ltd. (China), Esterline Technologies DK Aps (Denmark), Esterline
          Technologies Ltd. (England), Esterline Technologies Ltd. (Hong Kong),
          Excellon Europa GmbH, Excellon France S.A.R.L., Guizhou Leach-Tianyi
          Aviation Electrical Company Ltd. (China), Leach International Asia-Pacific Ltd.
          (Hong Kong), Leach International Europe S.A. (France), Leach International
          Germany GmbH (Germany), Leach International Mexico S. de R.L. de C.V. (Mexico),
          Leach International U.K. (England), LRE Medical GmbH (Germany), Muirhead
          Aerospace Ltd., Norcroft Dynamics Ltd., Pressure Systems International
          Ltd., TA Mfg. Limited, Weston Aero Ltd. (England), and Weston Aerospace Ltd.
          (England). The guarantor subsidiaries are direct and indirect wholly-owned
          subsidiaries of Esterline Technologies and have fully and unconditionally,
          jointly and severally, guaranteed the Senior Subordinated Notes.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-12-

---

Condensed Consolidating Balance Sheet
as of July 29, 2005.

(In thousands)

|                                 | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |  | Total |        
|-------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ |  | ----- | -------
|Assets                           |        |  |                        |         |                             |   |              |  |       |        
|                                 |        |  |                        |         |                             |   |              |  |       |        
|Current Assets                   |        | 
|Cash and cash equivalents        |        |  | $                      | 39,299  |                             | $ | 3,089        |  | $     | 37,951 
|Cash in escrow                   |        |  |                        | 11,744  |                             |   |             |  |       |       
|Short-term investments           |        |  |                        | 75,205  |                             |   |             |  |       |       
|Accounts receivable, net         |        |  |                        | 503     |                             |   | 82,866       |  |       | 51,492 
|Inventories                      |        |  |                        |        |                             |   | 90,497       |  |       | 45,654 
|Deferred income tax benefits     |        |  |                        | 22,153  |                             |   | 52           |  |       | 1,102  
|Prepaid expenses                 |        |  |                        | 189     |                             |   | 4,355        |  |       | 2,437  
|Other current assets             |        |  |                        |        |                             |   | 288          |  |       |       
|                                
|Total Current Assets             |        |  |                        | 149,093 |                             |   | 181,147      |  |       | 138,636
|                                 |        |  |                        |         |                             |   |              |  |       |        
|Property, Plant & Equipment, Net |        |  |                        | 2,385   |                             |   | 95,046       |  |       | 38,928 
|Goodwill                         |        |  |                        |        |                             |   | 191,339      |  |       | 69,057 
|Intangibles, Net                 |        |  |                        | 141     |                             |   | 84,378       |  |       | 84,733 
|Debt Issuance Costs, Net         |        |  |                        | 5,312   |                             |   |             |  |       |       
|Deferred Income Tax Benefits     |        |  |                        | 11,130  |                             |   |             |  |       | 767    
|Other Assets                     |        |  |                        | 3,111   |                             |   | 17,616       |  |       | 4,557  
|Amounts Due (To) From            |        | 
|Subsidiaries                     |        |  |                        | 138,882 |                             |   | 50,271       |  |       |       
|Investment in Subsidiaries       |        |  |                        | 609,825 |                             |   | 120          |  |       | (119   
|                                
|Total Assets                     |        |  | $                      | 919,879 |                             | $ | 619,917      |  | $     | 336,559
|                                

-13-

---

(In thousands)

|                                     | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |        
|------------------------------------ | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | -------
|Liabilities and Shareholders Equity |        |  |                        |         |                             |   |              |   |       |        
|                                     |        |  |                        |         |                             |   |              |   |       |        
|Current Liabilities                  |        | 
|Accounts payable                     |        |  | $                      | 217     |                             | $ | 16,700       |   | $     | 25,090 
|Accrued liabilities                  |        |  |                        | 30,015  |                             |   | 46,471       |   |       | 24,662 
|Credit facilities                    |        |  |                        |        |                             |   |             |   |       | 2,301  
|Current maturities of                |        | 
|long-term debt                       |        |  |                        | 30,000  |                             |   |             |   |       | 913    
|Federal and foreign                  |        | 
|income taxes                         |        |  |                        | (73     | )                           |   | 133          |   |       | 4,209  
|                                    
|Total Current Liabilities            |        |  |                        | 60,159  |                             |   | 63,304       |   |       | 57,175 
|                                     |        |  |                        |         |                             |   |              |   |       |        
|Long-Term Debt, Net                  |        |  |                        | 215,340 |                             |   |             |   |       | 1,867  
|Deferred Income Taxes                |        |  |                        | 30,944  |                             |   | (9           | ) |       | 15,001 
|Other Liabilities                    |        |  |                        | 10,153  |                             |   | 11,056       |   |       | 6,555  
|Minority Interest                    |        |  |                        |        |                             |   |             |   |       | 2,548  
|Amounts Due To (From)                |        | 
|Subsidiaries                         |        |  |                        |        |                             |   |             |   |       | 186,151
|Shareholders Equity                 |        |  |                        | 603,283 |                             |   | 545,566      |   |       | 67,262 
|                                    
|Total Liabilities and                |        | 
|Shareholders Equity                 |        |  | $                      | 919,879 |                             | $ | 619,917      |   | $     | 336,559
|                                    

-14-

---

Condensed Consolidating Statement of
Operations for the three month period ended July 29, 2005.

(In thousands)

|                              | Parent |  | Guarantor
Subsidiaries |        | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|----------------------------- | ------ |  | ---------------------- | ------ | --------------------------- | - | ------------ | - | ----- | ------
|                              |        |  |                        |        |                             |   |              |   |       |       
|Net Sales                     |        |  | $                      |       |                             | $ | 144,356      |   | $     | 69,612
|Cost of Sales                 |        |  |                        |       |                             |   | 100,845      |   |       | 47,430
|                             
|                              |        |  |                        |       |                             |   | 43,511       |   |       | 22,182
|                              |        |  |                        |        |                             |   |              |   |       |       
|Expenses                      |        | 
|Selling, general              |        | 
|and administrative            |        |  |                        |       |                             |   | 22,286       |   |       | 11,248
|Research, development         |        | 
|and engineering               |        |  |                        |       |                             |   | 4,721        |   |       | 6,282 
|                             
|Total Expenses                |        |  |                        |       |                             |   | 27,007       |   |       | 17,530
|                             
|Operating Earnings From       |        | 
|Continuing Operations         |        |  |                        |       |                             |   | 16,504       |   |       | 4,652 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Other expense                 |        |  |                        |       |                             |   | 59           |   |       | 213   
|Interest income               |        |  |                        | (3,994 | )                           |   | (690         | ) |       | (709  
|Interest expense              |        |  |                        | 4,592  |                             |   | 1,042        |   |       | 3,226 
|                             
|Other Expense, Net            |        |  |                        | 598    |                             |   | 411          |   |       | 2,730 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income (Loss) From Continuing |        | 
|Operations Before Taxes       |        |  |                        | (598   | )                           |   | 16,093       |   |       | 1,922 
|Income Tax Expense (Benefit)  |        |  |                        | (273   | )                           |   | 3,075        |   |       | 326   
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        | 
|Before Minority Interest      |        |  |                        | (325   | )                           |   | 13,018       |   |       | 1,596 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Minority Interest             |        |  |                        |       |                             |   |             |   |       | (122  
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        |  |                        | (325   | )                           |   | 13,018       |   |       | 1,474 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income From Discontinued      |        | 
|Operations, Net of Tax        |        |  |                        |       |                             |   | 3            |   |       |      
|Equity in Net Income of       |        | 
|Consolidated Subsidiaries     |        |  |                        | 14,495 |                             |   |             |   |       |      
|                             
|Net Income (Loss)             |        |  | $                      | 14,170 |                             | $ | 13,021       |   | $     | 1,474 
|                             

-15-

---

Condensed Consolidating Statement of Operations
for the nine month period ended July 29, 2005.

(In thousands)

|                              | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |        
|----------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | -------
|                              |        |  |                        |         |                             |   |              |   |       |        
|Net Sales                     |        |  | $                      |        |                             | $ | 410,850      |   | $     | 213,458
|Cost of Sales                 |        |  |                        |        |                             |   | 288,009      |   |       | 143,968
|                             
|                              |        |  |                        |        |                             |   | 122,841      |   |       | 69,490 
|                              |        |  |                        |         |                             |   |              |   |       |        
|Expenses                      |        | 
|Selling, general              |        | 
|and administrative            |        |  |                        |        |                             |   | 64,189       |   |       | 35,110 
|Research, development         |        | 
|and engineering               |        |  |                        |        |                             |   | 12,443       |   |       | 17,673 
|                             
|Total Expenses                |        |  |                        |        |                             |   | 76,632       |   |       | 52,783 
|                             
|Operating Earnings From       |        | 
|Continuing Operations         |        |  |                        |        |                             |   | 46,209       |   |       | 16,707 
|                              |        |  |                        |         |                             |   |              |   |       |        
|Other expense                 |        |  |                        | 50      |                             |   | 75           |   |       | 213    
|Interest income               |        |  |                        | (11,574 | )                           |   | (2,386       | ) |       | (1,983 
|Interest expense              |        |  |                        | 13,573  |                             |   | 3,607        |   |       | 9,449  
|                             
|Other Expense, Net            |        |  |                        | 2,049   |                             |   | 1,296        |   |       | 7,679  
|                              |        |  |                        |         |                             |   |              |   |       |        
|Income (Loss) From Continuing |        | 
|Operations Before Taxes       |        |  |                        | (2,049  | )                           |   | 44,913       |   |       | 9,028  
|Income Tax Expense (Benefit)  |        |  |                        | (699    | )                           |   | 11,534       |   |       | 2,412  
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        | 
|Before Minority Interest      |        |  |                        | (1,350  | )                           |   | 33,379       |   |       | 6,616  
|                              |        |  |                        |         |                             |   |              |   |       |        
|Minority Interest             |        |  |                        |        |                             |   |             |   |       | (170   
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        |  |                        | (1,350  | )                           |   | 33,379       |   |       | 6,446  
|                              |        |  |                        |         |                             |   |              |   |       |        
|Income From Discontinued      |        | 
|Operations, Net of Tax        |        |  |                        |        |                             |   | 6,968        |   |       |       
|Equity in Net Income of       |        | 
|Consolidated Subsidiaries     |        |  |                        | 46,793  |                             |   |             |   |       |       
|                             
|Net Income (Loss)             |        |  | $                      | 45,443  |                             | $ | 40,347       |   | $     | 6,446  
|                             

-16-

---

Condensed Consolidating Statement of
Cash Flows for the nine month period ended July 29, 2005.

(In thousands)

|                                   | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|---------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | ------
|Cash Flows Provided (Used)         |        |  |                        |         |                             |   |              |   |       |       
|by Operating Activities            |        |  |                        |         |                             |   |              |   |       |       
|Net earnings (loss)                |        |  | $                      | 45,443  |                             | $ | 40,347       |   | $     | 6,446 
|Minority interest                  |        |  |                        |        |                             |   |             |   |       | 170   
|Depreciation & amortization        |        |  |                        |        |                             |   | 16,557       |   |       | 10,251
|Deferred income taxes              |        |  |                        | 3,843   |                             |   | (61          | ) |       | (3,613
|Gain on sale of discontinued       |        | 
|operations                         |        |  |                        |        |                             |   | (9,456       | ) |       |      
|Loss on sale of building           |        |  |                        |        |                             |   | 59           |   |       |      
|Working capital changes, net of    |        | 
|effect of acquisitions             |        | 
|Accounts receivable                |        |  |                        | 1,718   |                             |   | 2,804        |   |       | (7,250
|Inventories                        |        |  |                        |        |                             |   | (12,693      | ) |       | (4,935
|Prepaid expenses                   |        |  |                        | 164     |                             |   | (777         | ) |       | 2,904 
|Other current assets               |        |  |                        | 147     |                             |   |             |   |       |      
|Accounts payable                   |        |  |                        | (303    | )                           |   | (539         | ) |       | 5,827 
|Accrued liabilities                |        |  |                        | 1,109   |                             |   | 509          |   |       | 252   
|Federal & foreign income taxes     |        |  |                        | (3,069  | )                           |   | 58           |   |       | 1,024 
|Other liabilities                  |        |  |                        | 5,870   |                             |   | (1,991       | ) |       | (4,807
|Other, net                         |        |  |                        | (321    | )                           |   | (5,541       | ) |       | 3,370 
|                                  
|                                   |        |  |                        | 54,601  |                             |   | 29,276       |   |       | 9,639 
|                                   |        |  |                        |         |                             |   |              |   |       |       
|Cash Flows Provided (Used)         |        | 
|by Investing Activities            |        |  |                        |         |                             |   |              |   |       |       
|Purchases of capital assets        |        |  |                        | (325    | )                           |   | (10,119      | ) |       | (4,477
|Proceeds from sale of              |        | 
|discontinued operations            |        |  |                        |        |                             |   | 21,421       |   |       |      
|Proceeds from sale of building     |        |  |                        |        |                             |   | 2,319        |   |       |      
|Escrow deposit                     |        |  |                        | (4,207  | )                           |   |             |   |       |      
|Proceeds from sale of              |        | 
|capital assets                     |        |  |                        | 61      |                             |   | 727          |   |       | 277   
|Purchase of short-term investments |        |  |                        | (75,205 | )                           |   |             |   |       |      
|Acquisitions of businesses, net    |        |  |                        |        |                             |   | (33,088      | ) |       |       
|                                  
|                                   |        |  |                        | (79,676 | )                           |   | (18,740      | ) |       | (4,200

-17-

---

(In thousands)

|                                | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | ------
|Cash Flows Provided (Used)      |        |  |                        |         |                             |   |              |   |       |       
|by Financing Actitivies         |        |  |                        |         |                             |   |              |   |       |       
|Proceeds provided by stock      |        | 
|issuance under employee         |        | 
|stock plans                     |        |  |                        | 6,055   |                             |   |             |   |       |      
|Proceeds provided by sale       |        | 
|of common stock                 |        |  |                        | 108,490 |                             |   |             |   |       |      
|Net change in credit facilities |        |  |                        | (5,000  | )                           |   |             |   |       | 443   
|Repayment of long-term debt     |        |  |                        | (1,429  | )                           |   | (57          | ) |       | (321  
|Investment in subsidiaries      |        |  |                        | (50,601 | )                           |   | (9,827       | ) |       | 13,635
|                               
|                                |        |  |                        | 57,515  |                             |   | (9,884       | ) |       | 13,757
|                                |        |  |                        |         |                             |   |              |   |       |       
|Effect of Foreign Exchange      |        | 
|Rates on Cash                   |        |  |                        |        |                             |   | 84           |   |       | (1,512
|                               
|                                |        |  |                        |         |                             |   |              |   |       |       
|Net Increase in Cash            |        | 
|and Cash Equivalents            |        |  |                        | 32,440  |                             |   | 736          |   |       | 17,684
|Cash and Cash Equivalents       |        | 
| Beginning of Year             |        |  |                        | 6,859   |                             |   | 2,353        |   |       | 20,267
|                               
|Cash and Cash Equivalents       |        | 
| End of Year                   |        |  | $                      | 39,299  |                             | $ | 3,089        |   | $     | 37,951
|                               

-18-

---

Condensed Consolidating
Balance Sheet as of October 29, 2004.

(In thousands)

|                                 | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |  | Total |        
|-------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ |  | ----- | -------
|Assets                           |        |  |                        |         |                             |   |              |  |       |        
|                                 |        |  |                        |         |                             |   |              |  |       |        
|Current Assets                   |        | 
|Cash and cash equivalents        |        |  | $                      | 6,859   |                             | $ | 2,353        |  | $     | 20,267 
|Cash in escrow                   |        |  |                        | 8,511   |                             |   |             |  |       |       
|Accounts receivable, net         |        |  |                        | 2,221   |                             |   | 83,115       |  |       | 46,870 
|Inventories                      |        |  |                        |        |                             |   | 76,168       |  |       | 42,886 
|Deferred income tax benefits     |        |  |                        | 38,115  |                             |   |             |  |       | (17,131
|Prepaid expenses                 |        |  |                        | 353     |                             |   | 3,598        |  |       | 5,490  
|Other current assets             |        |  |                        | 147     |                             |   | 288          |  |       |       
|                                
|Total Current Assets             |        |  |                        | 56,206  |                             |   | 165,522      |  |       | 98,382 
|                                 |        |  |                        |         |                             |   |              |  |       |        
|Property, Plant & Equipment, Net |        |  |                        | 2,369   |                             |   | 99,360       |  |       | 43,406 
|Goodwill                         |        |  |                        |        |                             |   | 175,607      |  |       | 72,210 
|Intangibles, Net                 |        |  |                        | 141     |                             |   | 77,160       |  |       | 92,575 
|Debt Issuance Costs, Net         |        |  |                        | 5,818   |                             |   |             |  |       |       
|Deferred Income Tax Benefits     |        |  |                        | 11,216  |                             |   |             |  |       |       
|Other Assets                     |        |  |                        | 9,780   |                             |   | 18,309       |  |       | 4,772  
|Amounts Due (To) From            |        | 
|Subsidiaries                     |        |  |                        | 145,244 |                             |   | 41,074       |  |       |       
|Investment in Subsidiaries       |        |  |                        | 565,336 |                             |   |             |  |       | 92     
|                                
|Total Assets                     |        |  | $                      | 796,110 |                             | $ | 577,032      |  | $     | 311,437
|                                

-19-

---

(In thousands)

|                                     | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |  | Total |        
|------------------------------------ | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ |  | ----- | -------
|Liabilities and Shareholders Equity |        |  |                        |         |                             |   |              |  |       |        
|                                     |        |  |                        |         |                             |   |              |  |       |        
|Current Liabilities                  |        | 
|Accounts payable                     |        |  | $                      | 520     |                             | $ | 16,814       |  | $     | 20,533 
|Accrued liabilities                  |        |  |                        | 29,880  |                             |   | 41,466       |  |       | 25,692 
|Credit facilities                    |        |  |                        | 5,000   |                             |   |             |  |       | 1,977  
|Current maturities of                |        | 
|long-term debt                       |        |  |                        |        |                             |   | 50           |  |       | 981    
|Federal and foreign                  |        | 
|income taxes                         |        |  |                        | 2,996   |                             |   | 75           |  |       | 3,607  
|                                    
|Total Current Liabilities            |        |  |                        | 38,396  |                             |   | 58,405       |  |       | 52,790 
|                                     |        |  |                        |         |                             |   |              |  |       |        
|Long-Term Debt, Net                  |        |  |                        | 246,769 |                             |   | 7            |  |       | 2,280  
|Deferred Income Taxes                |        |  |                        | 43,149  |                             |   |             |  |       | 294    
|Other Liabilities                    |        |  |                        | 9,283   |                             |   | 13,840       |  |       | 6,729  
|Amounts Due To (From)                |        | 
|Subsidiaries                         |        |  |                        |        |                             |   |             |  |       | 184,094
|Minority Interest                    |        |  |                        |        |                             |   |             |  |       | 2,378  
|Shareholders Equity                 |        |  |                        | 458,513 |                             |   | 504,780      |  |       | 62,872 
|                                    
|Total Liabilities and                |        | 
|Shareholders Equity                 |        |  | $                      | 796,110 |                             | $ | 577,032      |  | $     | 311,437
|                                    

-20-

---

Condensed Consolidating Statement of
Operations for the three month period ended July 30, 2004.

(In thousands)

|                              | Parent |  | Guarantor
Subsidiaries |        | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|----------------------------- | ------ |  | ---------------------- | ------ | --------------------------- | - | ------------ | - | ----- | ------
|                              |        |  |                        |        |                             |   |              |   |       |       
|Net Sales                     |        |  | $                      |       |                             | $ | 112,200      |   | $     | 35,499
|Cost of Sales                 |        |  |                        |       |                             |   | 79,328       |   |       | 22,509
|                             
|                              |        |  |                        |       |                             |   | 32,872       |   |       | 12,990
|                              |        |  |                        |        |                             |   |              |   |       |       
|Expenses                      |        | 
|Selling, general              |        | 
|and administrative            |        |  |                        |       |                             |   | 17,784       |   |       | 8,150 
|Research, development         |        | 
|and engineering               |        |  |                        |       |                             |   | 2,651        |   |       | 3,264 
|                             
|Total Expenses                |        |  |                        |       |                             |   | 20,435       |   |       | 11,414
|                             
|Operating Earnings From       |        | 
|Continuing Operations         |        |  |                        |       |                             |   | 12,437       |   |       | 1,576 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Other expense                 |        |  |                        |       |                             |   | 1            |   |       |      
|Interest income               |        |  |                        | (1,504 | )                           |   | (628         | ) |       | (212  
|Interest expense              |        |  |                        | 4,334  |                             |   | 626          |   |       | 1,344 
|                             
|Other (Income) Expense, Net   |        |  |                        | 2,830  |                             |   | (1           | ) |       | 1,132 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income (Loss) From Continuing |        | 
|Operations Before Taxes       |        |  |                        | (2,830 | )                           |   | 12,438       |   |       | 444   
|Income Tax Expense (Benefit)  |        |  |                        | (836   | )                           |   | 3,683        |   |       | 132   
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        |  |                        | (1,994 | )                           |   | 8,755        |   |       | 312   
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income From Discontinued      |        | 
|Operations, Net of Tax        |        |  |                        |       |                             |   | 576          |   |       |      
|Equity in Net Income of       |        | 
|Consolidated Subsidiaries     |        |  |                        | 9,643  |                             |   |             |   |       |      
|                             
|Net Income (Loss)             |        |  | $                      | 7,649  |                             | $ | 9,331        |   | $     | 312   
|                             

-21-

---

Condensed Consolidating Statement of Operations
for the nine month period ended July 30, 2004.

(In thousands)

|                               | Parent |  | Guarantor
Subsidiaries |        | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|------------------------------ | ------ |  | ---------------------- | ------ | --------------------------- | - | ------------ | - | ----- | ------
|                               |        |  |                        |        |                             |   |              |   |       |       
|Net Sales                      |        |  | $                      |       |                             | $ | 325,909      |   | $     | 98,091
|Cost of Sales                  |        |  |                        |       |                             |   | 228,966      |   |       | 61,996
|                              
|                               |        |  |                        |       |                             |   | 96,943       |   |       | 36,095
|                               |        |  |                        |        |                             |   |              |   |       |       
|Expenses                       |        | 
|Selling, general               |        | 
|and administrative             |        |  |                        |       |                             |   | 54,781       |   |       | 27,040
|Research, development          |        | 
|and engineering                |        |  |                        |       |                             |   | 7,077        |   |       | 10,276
|                              
|Total Expenses                 |        |  |                        |       |                             |   | 61,858       |   |       | 37,316
|                              
|Operating Earnings (Loss) From |        | 
|Continuing Operations          |        |  |                        |       |                             |   | 35,085       |   |       | (1,221
|                               |        |  |                        |        |                             |   |              |   |       |       
|Other (income) expense         |        |  |                        |       |                             |   | (577         | ) |       | 3     
|Interest income                |        |  |                        | (4,476 | )                           |   | (1,886       | ) |       | (352  
|Interest expense               |        |  |                        | 12,629 |                             |   | 1,876        |   |       | 4,027 
|                              
|Other (Income) Expense, Net    |        |  |                        | 8,153  |                             |   | (587         | ) |       | 3,678 
|                               |        |  |                        |        |                             |   |              |   |       |       
|Income (Loss) From Continuing  |        | 
|Operations Before Taxes        |        |  |                        | (8,153 | )                           |   | 35,672       |   |       | (4,899
|Income Tax Expense (Benefit)   |        |  |                        | (2,406 | )                           |   | 8,742        |   |       | (1,445
|                              
|Income (Loss) From             |        | 
|Continuing Operations          |        |  |                        | (5,747 | )                           |   | 26,930       |   |       | (3,454
|                               |        |  |                        |        |                             |   |              |   |       |       
|Income From Discontinued       |        | 
|Operations, Net of Tax         |        |  |                        |       |                             |   | 1,710        |   |       |      
|Equity in Net Income of        |        | 
|Consolidated Subsidiaries      |        |  |                        | 25,186 |                             |   |             |   |       |      
|                              
|Net Income (Loss)              |        |  | $                      | 19,439 |                             | $ | 28,640       |   | $     | (3,454
|                              

-22-

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Condensed Consolidating Statement of
Cash Flows for the nine month period ended July 30, 2004.

(In thousands)

|                                | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | ------
|Cash Flows Provided (Used)      |        |  |                        |         |                             |   |              |   |       |       
|by Operating Activities         |        |  |                        |         |                             |   |              |   |       |       
|Net earnings (loss)             |        |  | $                      | 19,439  |                             | $ | 28,640       |   | $     | (3,454
|Depreciation & amortization     |        |  |                        |        |                             |   | 18,399       |   |       | 5,842 
|Deferred income taxes           |        |  |                        | 203     |                             |   | (1           | ) |       | 72    
|Gain on sale of land            |        |  |                        |        |                             |   | (577         | ) |       |      
|Working capital changes, net of |        | 
|effect of acquisitions          |        | 
|Accounts receivable             |        |  |                        | (91     | )                           |   | 4,497        |   |       | 1,645 
|Inventories                     |        |  |                        |        |                             |   | (6,503       | ) |       | (1,908
|Prepaid expenses                |        |  |                        | 73      |                             |   | 139          |   |       | (820  
|Accounts payable                |        |  |                        | (121    | )                           |   | 98           |   |       | 705   
|Accrued liabilities             |        |  |                        | (4,464  | )                           |   | (3,898       | ) |       | 1,747 
|Federal & foreign income taxes  |        |  |                        | 4,124   |                             |   | (102         | ) |       | (483  
|Other, net                      |        |  |                        | (234    | )                           |   | (1,411       | ) |       | 1,918 
|                               
|                                |        |  |                        | 18,929  |                             |   | 39,281       |   |       | 5,264 
|                                |        |  |                        |         |                             |   |              |   |       |       
|Cash Flows Provided (Used)      |        | 
|by Investing Activities         |        |  |                        |         |                             |   |              |   |       |       
|Purchases of capital assets     |        |  |                        | (399    | )                           |   | (15,416      | ) |       | (1,788
|Proceeds from sale of land      |        |  |                        |        |                             |   | 1,179        |   |       |      
|Proceeds from sale of           |        | 
|capital assets                  |        |  |                        | 23      |                             |   | 273          |   |       | 113   
|Proceeds from sale of           |        | 
|short-term investments          |        |  |                        | 12,797  |                             |   |             |   |       |      
|Acquisitions of businesses, net |        |  |                        |        |                             |   | (6,633       | ) |       | (249  
|                               
|                                |        |  |                        | 12,421  |                             |   | (20,597      | ) |       | (1,924
|                                |        |  |                        |         |                             |   |              |   |       |       
|Cash Flows Provided (Used)      |        | 
|by Financing Activities         |        |  |                        |         |                             |   |              |   |       |       
|Proceeds provided by stock      |        | 
|issuance under employee         |        | 
|stock plans                     |        |  |                        | 3,550   |                             |   |             |   |       |      
|Debt issuance costs             |        |  |                        | (268    | )                           |   |             |   |       |      
|Net change in credit facilities |        |  |                        |        |                             |   |             |   |       | 329   
|Repayment of long-term debt     |        |  |                        | (29,615 | )                           |   | (57          | ) |       | (319  
|Investment in subsidiaries      |        |  |                        | (9,514  | )                           |   | (21,048      | ) |       | 5,376 
|                               
|                                |        |  |                        | (35,847 | )                           |   | (21,105      | ) |       | 5,386 

-23-

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(In thousands)

|                                | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | ------
|Effect of Foreign Exchange      |        |  |                        |         |                             |   |              |   |       |       
|Rates on Cash                   |        |  |                        | (742    | )                           |   | 12           |   |       | (1,594
|                               
|                                |        |  |                        |         |                             |   |              |   |       |       
|Net Increase (Decrease) in Cash |        | 
|and Cash Equivalents            |        |  |                        | (5,239  | )                           |   | (2,409       | ) |       | 7,132 
|Cash and Cash Equivalents       |        | 
| Beginning of Year             |        |  |                        | 109,834 |                             |   | 3,030        |   |       | 18,499
|                               
|Cash and Cash Equivalents       |        | 
| End of Year                   |        |  | $                      | 104,595 |                             | $ | 621          |   | $     | 25,631
|                               

-24-

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# Item 2.     
     Managements Discussion and Analysis of Financial Condition and Results of
Operations

# Overview

We operate our businesses in three
segments: Avionics & Controls, Sensors & Systems and Advanced Materials.
We serve primarily aerospace and defense customers with manufactured products such as
high-end technology interface systems for commercial and military aircraft, and similar
devices for land- and sea-based military vehicles; secure communication systems,
specialized medical equipment and industrial applications; sensors and components for
propulsion and guidance systems; and high-performance elastomers and other complex
materials. We are concentrating our efforts to selectively expand our capabilities in
markets for these products.

Our current business and strategic
plan focuses on the continued development of our products in three key technology
segments: avionics and controls, sensors and systems and specialized high-performance
elastomers and other complex materials, principally for the aerospace and defense markets.
We are concentrating our efforts to expand our capabilities in these markets and to
anticipate the global needs of our customers and respond to such needs with comprehensive
solutions. These efforts focus on continuous research and new product development,
acquisitions and establishing strategic realignments of operations to expand our
capabilities as a more comprehensive supplier to our customers across our entire product
offering.

On June 3, 2005, the Company
acquired all of the outstanding capital stock of Palomar Products, Inc. (Palomar), a
$25 million (estimated annual sales) California-based manufacturer of secure military communications
products, for approximately $29 million in cash, including the estimated change in
net equity value from December 31, 2004 to closing. A purchase price adjustment is
payable to the seller contingent upon achievement of financial results through
December 31, 2005, as described in the Stock Purchase Agreement. Palomars
products extend the Companys avionics and controls product lines.

On January 28, 2005, we
completed the sale of the outstanding stock of our wholly owned subsidiary Fluid
Regulators Corporation (Fluid Regulators), which was included in our Sensors &
Systems segment, for approximately $23.7 million. As a result of the sale, we
recorded a gain of approximately $7.0 million, net of tax of $2.4 million, in
the first fiscal quarter of 2005.

On July 25, 2002, our Board of
Directors adopted a formal plan for the sale of the assets and operations of our former
Automation segment. Upon the final disposition of our discontinued Automation operations
in the fourth fiscal quarter of 2004, we recorded an $8.0 million gain, net of
$4.5 million in tax, including the reversal of estimated reserves, which were
recognizable upon the sale of the business.

-25-

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On May 13, 2005, we closed a
small unit in our Other segment and incurred $0.4 million in severance, net of
$0.2 million in tax, in the second quarter of fiscal 2005.

The dispositions and closure
described above are reported as discontinued operations and the consolidated financial
statements for all prior periods have been adjusted to reflect this presentation.

-26-

---

# Results of Continuing
Operations

Three Month Period Ended
July 29, 2005 Compared to Three Month Period Ended July 30, 2004

Sales for the third fiscal quarter
increased 42.4% when compared with the prior-year period. Sales by segment were as
follows:

(In thousands)

| |  |  | Three Months Ended  | 
| |  |  | ------------------- | 
|
| |  |  | Avionics & Controls | 
| |  |  | Sensors & Systems   | 
| |  |  | Advanced Materials  | 
| |  |  |                     | 
| |  |  | Total Net Sales     | 
| |  |  |                     | 

The 37.5% increase in Avionics & Controls reflected incremental sales from the Leach Holding Corporation (Leach)
medical unit acquisition in the fourth fiscal quarter of 2004 and increased sales volumes of aftermarket spares,
cockpit control and display products, and software services.  The increase in control products sales reflected
comparatively lower sales in the prior-year period as a result of a relocation and subsequent consolidation of two
facilities into one new facility.  These sales increases were partially offset by a decrease in sales of technology
interface systems for land-based vehicles.

The 93.7% increase in sales of Sensors & Systems principally reflected $33.1 million in incremental sales from the
Leach acquisition supplemented by enhanced sales of temperature and pressure sensors, and motion control distribution
sales to the British Ministry of Defence (British MoD) as well as increased sales volumes of aftermarket products.

The 8.8% increase in Advanced Materials reflected higher sales of chaff countermeasure devices and elastomer sales to
defense and aerospace customers.  These increases were partially offset by lower sales of combustible ordnance due to
reduced U.S. Army requirements.

Overall, for the third quarter of fiscal 2005, gross margin as a percentage of sales was 31.3% compared with 31.1% for
the third quarter of fiscal 2004.  Avionics & Controls segment gross margin was 34.3% and 33.9% for the third fiscal
quarter of 2005 and 2004, respectively.  Avionics & Controls gross margin increased from the prior-year period due to
a higher mix of aftermarket spares and cockpit control and display products sales.  Additionally, gross margin in the
prior-year period reflected plant relocations and consolidation of facilities.  Mason Electric Co. and Janco
Corporation moved from their respective facilities to one new facility.  This move required more time to execute than
originally anticipated, resulting in higher than expected moving expenses, operating inefficiencies and delayed
shipments.  The segment gross margin was partially offset by increased volumes of lower margin medical equipment
sales.  Sensors & Systems segment gross margin was 33.9% and 37.2% for the third fiscal quarter of 2005 and 2004,
respectively.  Sensors & Systems gross margin declined from the prior-year period as a

-27-

---

result of a higher sales mix of
electrical power switching, control and data communication devices sold by Leach.  Leach products have a lower gross
margin than other units included in the Sensors & Systems segment.  Additionally, the decrease in gross margin in
Sensors & Systems reflected lower sales volumes of higher margin motion control products in the third fiscal
quarter of 2005 compared to the prior-year period.  Advanced Materials segment gross margin was 24.6%
and 24.3% for the third fiscal quarter of 2005 and 2004, respectively.  Lower sales volumes of combustible ordnance
and incremental start-up costs on certain flare countermeasure devices were offset by improved gross margins at our
elastomer material and metal finishing operations.  Comparing the third fiscal quarter of 2005 and the prior-year
period, our elastomer material gross margins were favorably impacted by lower integration and workers compensation
expenses and higher sales volumes to aerospace customers, resulting in an increased recovery of fixed expenses.  In the
prior-year period, our elastomer material operations were negatively impacted by certain operational inefficiencies
from integrating acquired businesses, which resulted in higher labor costs.  Improved gross margins at our metal
finishing operations reflected an improved recovery of fixed expenses due to higher sales and increased selling prices.

Selling, general and administrative expenses (which include corporate expenses) totaled $33.5 million and
$25.9 million for the third fiscal quarter of 2005 and 2004, respectively, or 16.0% of sales for the third fiscal
quarter of 2005 compared with 17.6% for the prior-year period.  The overall increase in the amount of selling, general
and administrative expenses primarily reflected incremental selling, general and administrative expenses as a result
of the Leach acquisition.  The decrease in selling, general and administrative expenses as a percentage of sales
principally reflected higher sales volumes without a proportional increase in the expense during the current fiscal
quarter.  These selling, general and administrative expenses are typically fixed.

Research, development and engineering expenses were $11.0 million, or 5.2% of sales, for the third fiscal quarter of
2005 compared with $5.9 million, or 4.0% of sales, for the third fiscal quarter of 2004.  The increase in research,
development and engineering spending principally reflected a $700,000 increase in our Avionics & Controls segment and a
$4.3 million increase in our Sensors & Systems segment, reflecting the requirement to fund development for new
programs for our OEM customers and the acquisition of Leach in the fourth quarter of fiscal 2004.

Segment earnings (operating earnings excluding corporate expenses) for the third fiscal quarter of 2005 totaled
$27.4 million, compared with $18.1 million for the third fiscal quarter in 2004.  Avionics & Controls segment earnings
were $10.2 million for the third fiscal quarter of 2005 compared with $7.2 million for the third fiscal quarter of
2004, principally reflecting the strong sales and results from our cockpit control and display operations.  These
results were partially offset by weaker earnings from our medical equipment operations.  Additionally, prior-year
period Avionics & Controls earnings were adversely impacted by relocating and consolidating facilities.  Sensors & Systems segment earnings were $9.2 million for the third quarter of fiscal 2005 compared with $3.4 million for the
third quarter of fiscal 2004.  The increase in Sensors & Systems earnings from the prior-year period reflected
incremental earnings from the Leach acquisition and stronger earnings from our temperature and pressure sensors
operations driven by

-28-

---

increased aftermarket spares sales.  Advanced Materials segment earnings were $8.0 million for
the third fiscal quarter of 2005 compared with $7.4 million for the third fiscal quarter of 2004.  Advanced Materials
earnings were enhanced by increased earnings at our elastomer material and metal finishing units, reflecting strong
demand from aerospace customers and lower operating expenses.  Earnings at our combustible ordnance and countermeasure
operations were impacted by production inefficiencies on new countermeasure flare products and higher operating
expenses.

Interest expense for the third quarter of 2005 was $4.7 million compared with $4.4 million for the third fiscal
quarter of 2004.

The effective income tax rate for the third fiscal quarter of 2005 was 29.4% (before a $2.0 million reduction of
previously estimated tax liabilities), compared with 29.6% for the third fiscal quarter of 2004.  The effective tax
rate differed from the statutory rate, as both years benefited from various tax credits.  The $2.0 million reduction
of estimated tax liabilities in the third fiscal quarter of 2005 was due to the expiration of the statute of
limitations and adjustments resulting from a reconciliation of U.S. and non-U.S. tax returns to the provision for
income taxes.

New orders for the third fiscal quarter of 2005 were $223.0 million compared with $148.0 million for the same period
in 2004.  The increase in orders reflected the Leach and Palomar acquisitions, the timing of receiving countermeasure
orders and increased cockpit control and display, and elastomer material orders.

Nine Month Period Ended July 29, 2005 Compared to Nine Month Period Ended July 30, 2004

Year-to-date sales increased 44.4% when compared with the prior-year period.  Sales by segment were as follows:

(In thousands)

| |  |  | Nine Months Ended   | 
| |  |  | ------------------- | 
|
| |  |  | Avionics & Controls | 
| |  |  | Sensors & Systems   | 
| |  |  | Advanced Materials  | 
| |  |  |                     | 
| |  |  | Total Net Sales     | 
| |  |  |                     | 

The 30.9% increase in sales of
Avionics & Controls reflected incremental sales from the Leach medical unit
acquisition, increased sales volumes of cockpit control and display products and software
services. These increases were partially offset by lower sales of technology interface
systems for land-based military vehicles.

The 106.4% increase in sales of
Sensors & Systems principally reflected $95.3 million in incremental sales
from the Leach acquisition, enhanced sales of temperature and pressure sensors and motion
control distribution sales to the British MoD as well as increased sales volumes of

-29-

---

aftermarket products. The increase also reflected a stronger euro relative to the U.S.
dollar, as the average exchange rate from the euro to the U.S. dollar increased from 1.22
in the first nine months of fiscal 2004 to 1.29 in the first nine months of fiscal 2005.

The 11.8% increase in Advanced
Materials reflected higher sales of elastomer material and countermeasure devices and
increased sales at our metal finishing unit. These increases in sales were partially
offset by lower sales of our combustible ordnance due to reduced requirements from the
U.S. Army and a delay of flare shipments as a result of a competitors request for a
re-analysis of the award which was subsequently denied by the U.S. government.

Overall, gross margin as a percentage
of sales was 31.5% for the first nine months of fiscal 2005 compared with 31.4% for the
first nine months of fiscal 2004. Avionics & Controls segment gross margin was
33.2% and 33.6% for the first nine months of fiscal 2005 and 2004, respectively.
Avionics & Controls gross margin decreased from the prior-year period due to a
higher mix of medical equipment sales. Sensors & Systems segment gross margin was
34.7% and 37.5% for the first nine months of fiscal 2005 and 2004, respectively.
Sensors & Systems gross margin decreased from the prior-year period, reflecting a
sales mix of lower margin sales from the Leach acquisition and motion control products, partially offset by greater
aftermarket spares sales. Advanced Materials segment gross margin was 25.3% and 25.0% for
the first nine months of fiscal 2005 and 2004, respectively. Advanced Materials gross
margin increased when compared with the prior-year period, reflecting higher sales volume
of elastomer material to aerospace customers, lower acquisition integration expenses,
production efficiencies and lower workers compensation expense. The increase in Advanced
Materials gross margin was partially offset by lower gross margin at our combustible
ordnance operations due to lower sales volumes. Additionally, gross margin at our
countermeasure operations declined due to incremental start-up costs on certain flare
countermeasure devices and a delay in shipments resulting from a protest by a competitor.

Selling, general and administrative
expenses (which include corporate expenses) totaled $99.3 million and
$81.8 million for the first nine months of fiscal 2005 and 2004, respectively, or
16.2% of sales for the first nine months of fiscal 2005 compared with 19.3% for the
prior-year period. The overall increase in the amount of selling, general and
administrative expenses primarily reflected incremental selling, general and
administrative expenses as a result of the Leach acquisition. The decrease in selling,
general and administrative expense as a percentage of sales principally reflected
$4.5 million in severance expense in our Sensors & Systems segment incurred
in the prior-year period and higher sales volumes without a proportional increase in the
expense during the nine months ended July 29, 2005. These selling, general and
administrative expenses are typically fixed.

Research, development and engineering
expenses were $30.1 million, or 4.9% of sales, for the first nine months of fiscal
2005 compared with $17.4 million, or 4.1% of sales, for the first nine months of
fiscal 2004. The increase in research, development and engineering spending principally
reflected a $2.0 million increase in our Avionics & Controls segment and a $10.7 million
increase in our Sensors & Systems segment, reflecting the requirement to fund

-30-

---

development for new programs for our OEM customers and the acquisition of Leach in the fourth quarter of fiscal 2004.

Segment earnings (operating earnings
excluding corporate expenses) for the first nine months of fiscal 2005 totaled
$79.3 million compared with $46.2 million for the prior-year period.
Avionics & Controls earnings were $28.9 million for the first nine months of
fiscal 2005 compared with $22.7 million in the prior-year period and principally
reflected increased earnings from higher sales to the aftermarket, OEM customers and
incremental earnings from the AVISTA acquisition. These results were partially offset by
weaker earnings from our medical equipment operations. Additionally, prior-year period
Avionics & Controls earnings were adversely impacted by the relocation and
consolidation of facilities. Sensors & Systems segment earnings were
$26.9 million for the first nine months of fiscal 2005 compared with
$4.3 million in the prior-year period. The increase in Sensors & Systems
earnings from the prior-year period reflected incremental earnings from the Leach
acquisition, higher sales volumes and lower operating expenses. The decrease in operating
expenses compared with the prior-year period reflected $4.5 million in severance and
legal costs incurred in the first fiscal quarter of 2004. Sensors & Systems
earnings also reflected the impact of a weaker U.S. dollar relative to the euro on U.S.
dollar-denominated sales and euro-based operating expenses. Advanced Materials earnings
were $23.5 million for the first nine months of fiscal 2005 compared with
$19.2 million for the prior-year period. Advanced Materials earnings reflected higher
sales and earnings from our elastomer and metal finishing operations. Advanced Materials
earnings were negatively impacted by lower sales and earnings at our combustible ordnance
operations, and higher operating expenses at our flare countermeasure operations.

Interest expense for the first nine
months of fiscal 2005 was $13.4 million compared with $12.9 million for the
prior-year period.

The effective income tax rate for the
first nine months of fiscal 2005 was 29.4% (before a $2.0 million reduction of
previously estimated tax liabilities) compared with 30.0% (before a $1.9 million
reduction of previously estimated tax liabilities) for the prior-year period. The
effective tax rate differed from the statutory rate, as both years benefited from various
tax credits. The $2.0 million reduction of previously estimated tax liabilities in
the first nine months of fiscal 2005 was due to the expiration of the statute of
limitations and adjustments resulting from a reconciliation of U.S. and non-U.S. tax
returns to the provision for income taxes. The $1.9 million reduction of previously
estimated tax liabilities in the first nine months of fiscal 2004 was a result of
receiving a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Service
covering the audit of research and development tax credits for fiscal years 1997 through
1999. Due to the NOPA and the expectation of a similar result for fiscal years 2000
through 2003, we revised our estimated liability for income taxes as of
January 30, 2004.

During the first fiscal quarter of
2004, we sold land in Coachella, California, for cash and recorded a gain on sale of
$577,000, which is included in other income.

New orders for the first nine months
of fiscal 2005 were $690.2 million compared with $452.9 million for the same
period in fiscal 2004. Backlog at July 29, 2005 was $502.7 million

-31-

---

compared with $324.2 million at July 30, 2004. The increase in backlog principally reflected
the Leach and Palomar acquisitions and the timing of receiving countermeasure orders.
Approximately $301.3 million in backlog is scheduled for delivery after fiscal 2005.
Most orders in backlog are subject to cancellation until delivery.

-32-

---

# Liquidity and Capital Resources

Cash and cash equivalents and
short-term investments at July 29, 2005 totaled $155.5 million, an increase
of $126.1 million from October 29, 2004. Net working capital increased to
$288.2 million at July 29, 2005 from $170.5 million at
October 29, 2004. Sources of cash flows from operating activities principally
consist of cash received from the sale of products offset by cash payments for material,
labor and operating expenses. Cash flows from operating activities were $46.7 million
and $38.3 million in the first nine months of fiscal 2005 and 2004, respectively. The
increase principally reflected higher net earnings, partially offset by increased
inventory purchases and a $4.7 million contribution to the U.S. pension plan
maintained by Leach. The net increase in cash flows used by investing activities
principally reflected increased purchases of short-term investments, the net proceeds from
the sale of Fluid Regulators of $21.4 million, a $3.3 million purchase price
adjustment payable to the seller of AVISTA, a $5.0 million acquisition payment for
Leach paid from cash in escrow and a $24.7 million payment for the acquisition of
Palomar in the third fiscal quarter of 2005. The increased purchases of short-term investments during
the first nine months of fiscal 2005 include the reclassification of approximately $34.0 million
of short-term investments from cash and cash equivalents at April 29, 2005.  Cash
flows used by investing activities in the prior-year period included the
$6.5 million acquisition of AVISTA. The increase in cash provided by financing
activities principally reflected the net proceeds of $108.5 million from our public
offering of 3.7 million shares of common stock completed on
November 24, 2004, partially offset by the repayment of $30 million of the
1999 Senior Notes in accordance with their terms in the prior-year period.

Capital expenditures, consisting of
machinery, equipment and computers, are anticipated to be approximately $22.0 million
during fiscal 2005, compared with $22.1 million expended in fiscal 2004. Capital
expenditures for the first nine months of 2005 totaled $14.9 million, primarily for
machinery and equipment and enhancements to information systems.

Total debt at July 29, 2005
was $250.4 million and consisted of $175.0 million of Senior Subordinated Notes,
$70.0 million of 1999 Senior Notes and $5.4 million of various foreign currency
debt agreements, including capital lease obligations. The Senior Subordinated Notes mature
June 15, 2013, bear interest at 7.75% and contain covenants, including
restrictions on incurrence of additional debt in certain circumstances, repurchase of our
common stock, declaration of dividends, retirement or redemption of subordinated debt,
creation of liens and certain asset dispositions. We are in compliance with these
covenants and do not view the restrictions as limiting our planned activities. In
September 2003 we entered into an interest rate swap agreement on $75.0 million
of our Senior Subordinated Notes due in 2013. The swap agreement exchanged the fixed rate
for a variable interest rate on $75.0 million of the $175.0 million principal
amount outstanding. The 1999 Senior Notes have
maturities ranging from November 2005 to 2008 and interest rates from 6.4% to 6.77%. We
have a U.S. dollar credit facility totaling up to $60,000,000 of borrowing capacity.
The facility is secured by substantially all of our assets. The credit agreement for the
facility contains customary covenants, including but not limited to, restrictions on
liens, making certain investments in third parties, capital expenditures, incurrence of
additional indebtedness, repurchase of our common

-33-

---

stock, declaration of dividends and
certain asset dispositions. In addition, the credit agreement requires that we meet
certain financial covenants, including a maximum leverage ratio, a fixed charge coverage
ratio, a total debt to capitalization ratio and a minimum tangible net worth. As
of July 29, 2005, we were in compliance with these covenants under the credit facility.
We believe cash on hand and funds generated from operations are adequate to service
operating cash requirements and capital expenditures through July 2006. In addition, we
believe that we have adequate access to capital markets to fund future acquisitions.

# Forward-Looking Statements

This quarterly report on
Form 10-Q contains forward-looking statements. These statements relate to future
events or our future financial performance. In some cases you can identify forward-looking
statements by terminology such as anticipate, believe,
continue, could, estimate, expect,
intend, may, might, plan,
potential, predict, should or will or the
negative of such terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other factors,
including the risk factors set forth in Forward-Looking Statements and Risk
Factors in our Annual Report on Form 10-K for the fiscal year ended
October 29, 2004, that may cause our or the industrys actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, performance or achievements. Given these
risks and uncertainties, you are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included or incorporated by
reference into this report are made only as of the date hereof. We do not undertake and
specifically decline any obligation to update any such statements or to publicly announce
the results of any revisions to any such statements to reflect future events or
developments.

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# Item 4.     
     Controls and Procedures

Our principal executive and financial
officers evaluated our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
as of July 29, 2005. Based upon that evaluation, they concluded as of
July 29, 2005 that our disclosure controls and procedures were effective to
ensure that information we are required to disclose in the reports that we file under the
Exchange Act is recorded, processed, summarized and reported within time periods specified
in Securities and Exchange Commission rules and forms.

During the time period covered by
this report, there were no significant changes in our internal control over financial
reporting that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

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# PART II  OTHER
INFORMATION

# Item 1.     
     Legal Proceedings

From time to time we are involved in
legal proceedings arising in the ordinary course of business. We believe that adequate
reserves for these liabilities have been made and that there is no litigation pending that
could have a material adverse effect on our results of operations and financial condition.

# Item 5.     
     Other

On June 2, 2005, our
Board of Directors approved, based on the Compensation Committees recommendation,
increasing the amount of the annual equity retainer paid to non-employee directors from
$10,000 to $45,000, payable in fully paid shares of Esterline common stock issued pursuant
to the terms of the Esterline Amended and Restated Non-Employee Directors Stock
Compensation Plan, and eliminating the payment by Esterline of federal income taxes
imposed on the non-employee directors with respect to annual equity retainer.

|Item 6. | Exhibits | 
|------- | -------- | 
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* Indicates management contract or
compensatory plan or arrangement.

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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     
                     
  (Registrant)                                                                                    
|                          |  |     |                                                                                                                                                                 
|Dated:  September 2, 2005 |  | By: | /s/  Robert D. George                                                                                                                                           
|                          |  |     | Robert D. GeorgeVice President, Chief Financial Officer,           Secretary and Treasurer
             
(Principal Financial            and Accounting Officer)
|                          |  |     |                                                                                                                                                                 

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