##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Amendment No. 1
 FORM 10-Q/A
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended January 28, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-6357
 ESTERLINE TECHNOLOGIES CORPORATION
  Delaware
    
    13-2595091(State or other Jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 th
 
  425/453-9400
  o þ
  þ o
  o þ




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Explanatory Note
    All information contained in this Amendment is as of the original filing date of the Form 10-Q for
the three month periods ended January 28, 2005 and does not reflect any subsequent information or
events other than as described above. We are not required to update and have not updated the
forward-looking statements previously included in the Form 10-Q filed on March 4, 2005 for events
or operations subsequent to March 4, 2005.




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESEXHIBIT 11EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 January 28,
    
    
    October 29,2005
    
    
    2004(Restated)
    
    
    (Restated)(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    153,312
    
    
    $
    29,479Cash in escrow
    
    
    13,570
    
    
    
    8,511Short-term investments
    
    
    8,820
    
    
    
    Accounts receivable, net of allowances
of $3,881 and $2,669
    
    
    119,615
    
    
    
    132,206InventoriesRaw materials and purchased parts
    
    
    64,390
    
    
    
    58,736Work in process
    
    
    43,817
    
    
    
    43,326Finished goods
    
    
    17,988
    
    
    
    16,992126,195
    
    
    
    119,054Deferred income tax benefits
    
    
    23,518
    
    
    
    23,499Prepaid expenses
    
    
    8,416
    
    
    
    9,441Other current assets
    
    
    288
    
    
    
    435Total Current Assets
    
    
    453,734
    
    
    
    322,625Property, Plant and Equipment
    
    
    271,479
    
    
    
    275,437Accumulated depreciation
    
    
    130,584
    
    
    
    130,302140,895
    
    
    
    145,135Other Non-Current AssetsGoodwill
    
    
    245,860
    
    
    
    247,817Intangibles, net
    
    
    169,360
    
    
    
    169,876Debt issuance costs, net of accumulated
amortization of $1,096 and $928
    
    
    5,650
    
    
    
    5,818Deferred income tax benefits
    
    
    10,601
    
    
    
    11,216Other assets
    
    
    27,857
    
    
    
    32,861$
    1,053,957
    
    
    $
    935,348
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January 28,
    
    
    October 29,2005
    
    
    2004(Restated)
    
    
    (Restated)(Unaudited)LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    39,970
    
    
    $
    37,867Accrued liabilities
    
    
    87,394
    
    
    
    97,038Credit facilities
    
    
    3,871
    
    
    
    6,977Current maturities of long-term debt
    
    
    30,984
    
    
    
    1,031Federal and foreign income taxes
    
    
    7,096
    
    
    
    6,678Total Current Liabilities
    
    
    169,315
    
    
    
    149,591Long-Term LiabilitiesLong-term debt, net of current maturities
    
    
    218,709
    
    
    
    249,056Deferred income taxes
    
    
    45,307
    
    
    
    43,443Other liabilities
    
    
    25,607
    
    
    
    29,852Commitments and Contingencies
    
    
    
    
    
    
    Minority Interest
    
    
    2,391
    
    
    
    2,378Shareholders EquityCommon stock, par value $.20 per share,
authorized 60,000,000 shares, issued and
outstanding 25,073,811 and 21,319,698 shares
    
    
    5,015
    
    
    
    4,264Additional paid-in capital
    
    
    253,105
    
    
    
    144,879Retained earnings
    
    
    304,954
    
    
    
    287,344Accumulated other comprehensive income
    
    
    29,554
    
    
    
    24,541Total Shareholders Equity
    
    
    592,628
    
    
    
    461,028$
    1,053,957
    
    
    $
    935,348
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Three Months EndedJanuary 28,
    
    
    January 30,2005
    
    
    2004(Restated)
    
    
    (Restated)Net Sales
    
    $
    190,243
    
    
    $
    129,454Cost of Sales
    
    
    131,692
    
    
    
    90,77458,551
    
    
    
    38,680ExpensesSelling, general & administrative
    
    
    30,887
    
    
    
    32,301Research, development & engineering
    
    
    9,247
    
    
    
    5,423Total Expenses
    
    
    40,134
    
    
    
    37,724Operating Earnings From Continuing Operations
    
    
    18,417
    
    
    
    956Other (income) expense
    
    
    38
    
    
    
    (556
    )Interest income
    
    
    (535
    )
    
    
    (313
    )Interest expense
    
    
    4,682
    
    
    
    4,292Other Expense, Net
    
    
    4,185
    
    
    
    3,423Income (Loss) From Continuing Operations Before Income Taxes
    
    
    14,232
    
    
    
    (2,467
    )Income Tax Expense (Benefit)
    
    
    4,024
    
    
    
    (2,581
    )Income From Continuing Operations
Before Minority Interest
    
    
    10,208
    
    
    
    114Minority Interest
    
    
    (13
    )
    
    
    Income From Continuing Operations
    
    
    10,195
    
    
    
    114Income From Discontinued Operations, Net of Tax
    
    
    7,415
    
    
    
    292Net Earnings
    
    $
    17,610
    
    
    $
    406Earnings Per
Share  Basic:Continuing operations
    
    $
    .42
    
    
    $
    .01Discontinued operations
    
    
    .31
    
    
    
    .01Earnings per
share  basic
    
    $
    .73
    
    
    $
    .02Earnings Per
Share  Diluted:Continuing operations
    
    $
    .42
    
    
    $
    .01Discontinued operations
    
    
    .30
    
    
    
    .01Earnings per
share  diluted
    
    $
    .72
    
    
    $
    .02
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Three Months EndedJanuary 28,
    
    
    January 30,2005
    
    
    2004(Restated)
    
    
    (Restated)Cash Flows Provided (Used) by Operating ActivitiesNet earnings
    
    $
    17,610
    
    
    $
    406Minority interest
    
    
    13
    
    
    
    Depreciation and amortization
    
    
    9,801
    
    
    
    7,682Deferred income taxes
    
    
    2,110
    
    
    
    1,121Stockbased compensation
    
    
    (702
    )
    
    
    2,172Gain on sale of land
    
    
    
    
    
    
    (557
    )Gain on sale of discontinued operation
    
    
    (9,771
    )
    
    
    Working capital changes, net of effect of acquisitionsAccounts receivable
    
    
    12,068
    
    
    
    15,828Inventories
    
    
    (8,430
    )
    
    
    (1,024
    )Prepaid expense
    
    
    1,168
    
    
    
    (556
    )Accounts payable
    
    
    1,672
    
    
    
    (3,197
    )Accrued liabilities
    
    
    (15,500
    )
    
    
    (8,218
    )Federal and foreign income taxes
    
    
    343
    
    
    
    (5,321
    )Other liabilities
    
    
    627
    
    
    
    Other, net
    
    
    (943
    )
    
    
    (5,026
    )10,066
    
    
    
    3,310Cash Flows Provided (Used) by Investing ActivitiesPurchases of capital assets
    
    
    (4,021
    )
    
    
    (5,170
    )Proceeds from sale of land
    
    
    
    
    
    
    1,159Proceeds from sale of discontinued operation
    
    
    23,700
    
    
    
    Escrow deposit
    
    
    
    
    
    
    Capital dispositions
    
    
    123
    
    
    
    385Purchase of short-term investments
    
    
    (8,820
    )
    
    
    Sale of short-term investments
    
    
    
    
    
    
    5,021Acquisitions of businesses, net of cash acquired
    
    
    (3,346
    )
    
    
    (6,593
    )7,636
    
    
    
    (5,198
    )
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Three Months EndedJanuary 28,
    
    
    January 30,2005
    
    
    2004(Restated)
    
    
    (Restated)Cash Flows Provided (Used) by Financing ActivitiesProceeds provided by stock issuance under
employee stock plans
    
    
    649
    
    
    
    651Proceeds provided by sale of common stock
    
    
    109,030
    
    
    
    Debt and other issuance costs
    
    
    
    
    
    
    (125
    )Net change in credit facilities
    
    
    (3,078
    )
    
    
    540Repayment of long-term obligations
    
    
    (452
    )
    
    
    (29,044
    )106,149
    
    
    
    (27,978
    )Effect of Foreign Exchange Rates on Cash
    
    
    (18
    )
    
    
    6,004Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    123,833
    
    
    
    (23,862
    )Cash and
Cash Equivalents  Beginning of Period
    
    
    29,479
    
    
    
    131,363Cash and
Cash Equivalents  End of Period
    
    $
    153,312
    
    
    $
    107,501Supplemental Cash Flow InformationCash Paid for Interest
    
    $
    8,394
    
    
    $
    9,185Cash Paid for Taxes
    
    
    4,716
    
    
    
    1,376
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1.
    
    The consolidated balance sheet as of January 28, 2005, the consolidated statement of
operations for the three month periods ended January 28, 2005 and January 30, 2004, and the
consolidated statement of cash flows for the three month periods ended January 28, 2005 and
January 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/A 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/A.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 year. 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 24,034,000 and 21,099,000 for the first fiscal quarter in 2005 and 2004,
respectively. The weighted average number of shares outstanding used to compute diluted
earnings per share was 24,421,000 and 21,436,000 for the first fiscal quarter in 2005 and
2004, respectively.5.
    
    Restatement of Stock Option AccountingThe Company has restated its financial statements to account for the Companys non-qualified
stock option plan using variable accounting because grantees were permitted to exercise stock
options by surrendering stock under the grant to pay for the exercise price and statutory taxes.
The Company previously accounted for these stock option grants as fixed awards under APB No.
25. As a result, the Company recorded additional stock-based compensation expense under the
variable method of accounting and the related income tax adjustments. These adjustments are
reflected in the financial statements with the cumulative adjustment at October 31, 2003
resulting in an increase in additional paid in capital of
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$21.0 million, a
decrease of retained earnings of $18.8 million and increase in deferred income taxes of $2.2
million.A summary of the significant effects of the restatement for the three months ended in the period
ended January 28, 2005 and January 30, 2004 follows:(In thousands, except per share amounts)
 Three Months Ended
    
    Three Months EndedJanuary 28, 2005
    
    January 30, 2004As
    
    As
    
    As
    
    AsReported
    
    Restated
    
    Reported
    
    RestatedSelling, General and
Administrative Expenses
    
    $
    31,589
    
    
    $
    30,887
    
    
    $
    30,129
    
    
    $
    32,301Income From Continuing Operations
    
    
    9,753
    
    
    
    10,195
    
    
    
    1,586
    
    
    
    114Net Income
    
    
    17,168
    
    
    
    17,610
    
    
    
    1,878
    
    
    
    406Earnings Per Share  BasicContinuing operations
    
    $
    .41
    
    
    $
    .42
    
    
    $
    .08
    
    
    $
    .01Earnings per share  basic
    
    
    .71
    
    
    
    .73
    
    
    
    .09
    
    
    
    .02Earnings Per Share  DilutedContinuing operations
    
    $
    .40
    
    
    $
    .42
    
    
    $
    .08
    
    
    $
    .01Earnings per share  diluted
    
    
    .70
    
    
    
    .72
    
    
    
    .09
    
    
    
    .02Deferred Income Tax Benefits
    
    $
    21,364
    
    
    $
    23,518
    
    
    $
    13,524
    
    
    $
    15,901Shareholders Equity
    
    
    590,474
    
    
    
    592,628
    
    
    
    408,568
    
    
    
    410,945
 6.
    
    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 public companies for interim or annual periods beginning after June 15, 2005. Management
intends to comply with the standard at the beginning of the first fiscal quarter of 2006;
however, management does not believe that the impact would be materially different from the
pro forma disclosures under Note 10.
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7.
    
    The Companys comprehensive income is as follows:
 (In thousands)
    
    Three Months EndedJanuary 28,
    
    
    January 30,2005
    
    
    2004(Restated)
    
    
    (Restated)Net Earnings
    
    $
    17,610
    
    
    $
    406Change in Fair Value of Derivative Financial Instruments,
Net of Tax
    
    
    823
    
    
    
    660Foreign Currency Translation Adjustment
    
    
    4,190
    
    
    
    10,987Comprehensive Income
    
    $
    22,623
    
    
    $
    12,053
 8.
    
    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 $7.2 million, net of tax of $2.5 million in the first
fiscal quarter of 2005. Sales and net earnings were $3.4 million and $0.2 million,
respectively, during the first fiscal quarter of 2005 and $3.1 million and $0.3 million,
respectively, during the first fiscal quarter of 2004.On July 25, 2002, the Board of Directors adopted a formal plan for the sale of the assets and
operations of its 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 in the Automation segment were $4.6 million for the three month period
ended January 30, 2004.Fluid Regulators and the Automation segment are reported as discontinued operations and the
consolidated financial statements for all prior periods have been adjusted to reflect this
presentation.9.
    
    The effective tax rate for the first fiscal quarter of 2005 was 28.3% compared with 31.7% for
the prior year period. The first fiscal quarter of 2004 rate was before a $1.8 million
reduction of previously estimated tax liabilities. The effective tax rate differed from the
statutory rate in the first fiscal quarter in 2005 and 2004, as both periods benefited from
various tax credits. The first fiscal quarter in 2005 also benefited from certain foreign
interest expense deductions. On February 4, 2004, the Company received 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. As a result of 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 during the first fiscal quarter of 2004. As
noted above, the revision resulted in the $1.8 million reduction of previously estimated tax
liabilities.
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10.
    
    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, Accounting for Stock-Based
Compensation (Statement No. 123):
 (In thousands, except per share amounts)
    
    Three Months EndedJanuary 28,
    
    
    January 30,2005
    
    
    2004(Restated)
    
    
    (Restated)Net earnings, as reported
    
    $
    17,610
    
    
    $
    406Stock-based compensation costs
net of income tax included in
net earnings as reported
    
    
    (454
    )
    
    
    1,446Stock-based compensation costs
net of income tax under the fair
value method of accounting
    
    
    (441
    )
    
    
    (418
    )Pro forma net earnings
    
    $
    16,715
    
    
    $
    1,434Basic earnings per share, as reported
    
    $
    .73
    
    
    $
    .02Add (Deduct): FAS 123 Adjustment
    
    
    (.03
    )
    
    
    .05Pro forma basic earnings per share
    
    $
    .70
    
    
    $
    .07Diluted earnings per share, as reported
    
    $
    .72
    
    
    $
    .02Add (Deduct): FAS 123 Adjustment
    
    
    (.04
    )
    
    
    .05Pro forma diluted earnings per share
    
    $
    .68
    
    
    $
    .07
 11.
    
    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. Components of periodic
pension cost consisted of the following:
 (In thousands)
    
    Three Months EndedJanuary 28,
    
    
    January 30,2005
    
    
    2004Components of Net Periodic Pension CostService cost
    
    $
    1,068
    
    
    $
    906Interest cost
    
    
    2,356
    
    
    
    1,729Expected return on plan assets
    
    
    (2,955
    )
    
    
    (2,236
    )Amortization of prior service cost
    
    
    4
    
    
    
    4Amortization of actuarial loss
    
    
    170
    
    
    
    148Net Periodic Cost
    
    $
    643
    
    
    $
    551
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12.
    
    Segment information:Business segment information for continuing operations includes the segments of Avionics &
Controls, Sensors & Systems and Advanced Materials.
 (In thousands)
    
    Three Months EndedJanuary 28,
    
    
    January 30,2005
    
    
    2004(Restated)
    
    
    (Restated)SalesAvionics & Controls
    
    $
    60,855
    
    
    $
    46,316Sensors & Systems
    
    
    74,374
    
    
    
    34,652Advanced Materials
    
    
    54,564
    
    
    
    48,398Other
    
    
    450
    
    
    
    88Total Sales
    
    $
    190,243
    
    
    $
    129,454Income from Continuing OperationsAvionics & Controls
    
    $
    9,399
    
    
    $
    6,334Sensors & Systems
    
    
    6,397
    
    
    
    (4,402
    )Advanced Materials
    
    
    6,481
    
    
    
    3,639Other
    
    
    181
    
    
    
    (181
    )Segment Earnings
    
    
    22,458
    
    
    
    5,390Corporate expense
    
    
    (4,041
    )
    
    
    (4,434
    )Other income (expense)
    
    
    (38
    )
    
    
    556Interest income
    
    
    535
    
    
    
    313Interest expense
    
    
    (4,682
    )
    
    
    (4,292
    )$
    14,232
    
    
    $
    (2,467
    )
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13.
    
    On August 27, 2004, the Company acquired all of the outstanding capital stock of Leach
Holding Corporation (Leach), a $119 million (sales) manufacturer of electrical power switching
control and data communication devices for the aerospace industry for approximately $145.0
million (approximately $147.0 million including acquisition costs) before an adjustment for
the change in working capital from December 31, 2003 to closing, pursuant to an Agreement and
Plan of Merger dated as of July 8, 2004. Leach also manufactures medical diagnostic,
therapeutic and patient monitoring devices, and analytical, optical and biosensor instruments
for medical, laboratory and industrial applications. The acquisition was funded with
available cash and a draw on the Companys credit facility. The acquisition expands the
Companys capabilities in providing solutions to its customers power distribution and
diagnostic monitoring requirements. The aerospace business is included in the Sensors &
Systems segment and the medical business is included in the Avionics & Controls segment.On December 1, 2003, the Company acquired all of the outstanding capital stock of AVISTA,
Incorporated (AVISTA), a $10 million in sales Wisconsin-based developer of embedded avionics
software, for approximately $6.5 million in cash. A purchase price adjustment was paid to the
seller in December 2004 and an additional amount will be paid in December 2005 contingent upon
the achievement of financial results as defined in the Stock Purchase Agreement. The December
2004 purchase price adjustment was approximately $3.3 million. AVISTA provides a software
engineering center to support the Companys customers with such applications as primary flight
displays, flight management systems, air data computers and engine control systems. AVISTA is
included in the Avionics & Controls segment and the results of its operations were included from
the effective date of the acquisition. Revenues are largely related to fees charged for
software engineering services.14.
    
    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. During the first fiscal quarters of 2005 and
2004, the Company issued 74,115 and 101,117 shares, respectively, under its employee stock
plans.
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15.
    
    The following schedules set forth condensed consolidating financial information as required
by Rule 3-10 of Securities and Exchange Commission Regulation S-X as of January 28, 2005, and
October 29, 2004, and for the applicable periods ended January 28, 2005, and January 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., 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 Auxitrol S.A., Auxitrol Technologies S.A., Auxitrol Asia PTE Ltd., 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
Technologies Partner GmbH (Germany), Muirhead Aerospace Ltd., Norcroft Dynamics Ltd., Pressure
Systems International Ltd., 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.
 14




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent AssetsCash and cash equivalents
    
    $
    123,138
    
    
    $
    1,964
    
    
    $
    28,210
    
    
    $
    
    
    
    $
    153,312Cash in escrow
    
    
    13,570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,570Short-term investments
    
    
    8,820
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,820Accounts receivable, net
    
    
    1,198
    
    
    
    70,906
    
    
    
    47,511
    
    
    
    
    
    
    
    119,615Inventories
    
    
    
    
    
    
    80,163
    
    
    
    46,032
    
    
    
    
    
    
    
    126,195Deferred income tax benefits
    
    
    40,864
    
    
    
    
    
    
    
    (17,346
    )
    
    
    
    
    
    
    23,518Prepaid expenses
    
    
    272
    
    
    
    4,240
    
    
    
    3,904
    
    
    
    
    
    
    
    8,416Other current assets
    
    
    
    
    
    
    288
    
    
    
    
    
    
    
    
    
    
    
    288Total Current Assets
    
    
    187,862
    
    
    
    157,561
    
    
    
    108,311
    
    
    
    
    
    
    
    453,734Property, Plant & Equipment, Net
    
    
    2,271
    
    
    
    95,904
    
    
    
    42,720
    
    
    
    
    
    
    
    140,895Goodwill
    
    
    
    
    
    
    171,917
    
    
    
    73,943
    
    
    
    
    
    
    
    245,860Intangibles, Net
    
    
    141
    
    
    
    75,708
    
    
    
    93,511
    
    
    
    
    
    
    
    169,360Debt Issuance Costs, Net
    
    
    5,650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,650Deferred Income Tax Benefits
    
    
    10,601
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,601Other Assets
    
    
    4,762
    
    
    
    18,335
    
    
    
    4,760
    
    
    
    
    
    
    
    27,857Amounts Due (To) From
Subsidiaries
    
    
    135,143
    
    
    
    60,784
    
    
    
    
    
    
    
    (195,927
    )
    
    
    Investment in Subsidiaries
    
    
    576,519
    
    
    
    
    
    
    
    
    
    
    
    (576,519
    )
    
    
    Total Assets
    
    $
    922,949
    
    
    $
    580,209
    
    
    $
    323,245
    
    
    $
    (772,446
    )
    
    $
    1,053,957
 15




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalLiabilities and
Shareholders EquityCurrent LiabilitiesAccounts payable
    
    $
    2,160
    
    
    $
    15,672
    
    
    $
    22,138
    
    
    $
    
    
    
    $
    39,970Accrued liabilities
    
    
    30,084
    
    
    
    33,634
    
    
    
    23,676
    
    
    
    
    
    
    
    87,394Credit facilities
    
    
    
    
    
    
    
    
    
    
    3,871
    
    
    
    
    
    
    
    3,871Current maturities of
long-term debt
    
    
    30,000
    
    
    
    15
    
    
    
    969
    
    
    
    
    
    
    
    30,984Federal and foreign
income taxes
    
    
    1,803
    
    
    
    76
    
    
    
    5,217
    
    
    
    
    
    
    
    7,096Total Current Liabilities
    
    
    64,047
    
    
    
    49,397
    
    
    
    55,871
    
    
    
    
    
    
    
    169,315Long-Term Debt, Net
    
    
    216,486
    
    
    
    
    
    
    
    2,223
    
    
    
    
    
    
    
    218,709Deferred Income Taxes
    
    
    45,007
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    45,307Other Liabilities
    
    
    4,781
    
    
    
    13,863
    
    
    
    6,963
    
    
    
    
    
    
    
    25,607Amounts Due To (From)
Subsidiaries
    
    
    
    
    
    
    
    
    
    
    188,277
    
    
    
    (188,277
    )
    
    
    Minority Interest
    
    
    
    
    
    
    
    
    
    
    2,391
    
    
    
    
    
    
    
    2,391Shareholders Equity
    
    
    592,628
    
    
    
    516,949
    
    
    
    67,220
    
    
    
    (584,169
    )
    
    
    592,628Total Liabilities and
Shareholders Equity
    
    $
    922,949
    
    
    $
    580,209
    
    
    $
    323,245
    
    
    $
    (772,446
    )
    
    $
    1,053,957
 16




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet Sales
    
    $
    
    
    
    $
    125,780
    
    
    $
    68,318
    
    
    $
    (3,855
    )
    
    $
    190,243Cost of Sales
    
    
    
    
    
    
    89,784
    
    
    
    45,763
    
    
    
    (3,855
    )
    
    
    131,692
    
    
    
    35,996
    
    
    
    22,555
    
    
    
    
    
    
    
    58,551ExpensesSelling, general
and administrative
    
    
    
    
    
    
    18,558
    
    
    
    12,329
    
    
    
    
    
    
    
    30,887Research, development
and engineering
    
    
    
    
    
    
    3,531
    
    
    
    5,716
    
    
    
    
    
    
    
    9,247Total Expenses
    
    
    
    
    
    
    22,089
    
    
    
    18,045
    
    
    
    
    
    
    
    40,134Operating Earnings from
Continuing Operations
    
    
    
    
    
    
    13,907
    
    
    
    4,510
    
    
    
    
    
    
    
    18,417Other expense
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    38Interest income
    
    
    (3,553
    )
    
    
    (1,125
    )
    
    
    (608
    )
    
    
    4,751
    
    
    
    (535
    )Interest expense
    
    
    4,489
    
    
    
    1,532
    
    
    
    3,412
    
    
    
    (4,751
    )
    
    
    4,682Other Expense, Net
    
    
    936
    
    
    
    407
    
    
    
    2,842
    
    
    
    
    
    
    
    4,185Income (Loss) from Continuing
Operations Before Taxes
    
    
    (936
    )
    
    
    13,500
    
    
    
    1,668
    
    
    
    
    
    
    
    14,232Income Tax Expense (Benefit)
    
    
    (261
    )
    
    
    3,868
    
    
    
    417
    
    
    
    
    
    
    
    4,024Income (Loss) From
Continuing Operations
Before Minority Interest
    
    
    (675
    )
    
    
    9,632
    
    
    
    1,251
    
    
    
    
    
    
    
    10,208Minority Interest
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    (13
    )Income (Loss) From
Continuing Operations
    
    
    (675
    )
    
    
    9,632
    
    
    
    1,238
    
    
    
    
    
    
    
    10,195Income From Discontinued
Operations, Net of Tax
    
    
    
    
    
    
    7,415
    
    
    
    
    
    
    
    
    
    
    
    7,415Equity in Net Income of
Consolidated Subsidiaries
    
    
    18,285
    
    
    
    
    
    
    
    
    
    
    
    (18,285
    )
    
    
    Net Income (Loss)
    
    $
    17,610
    
    
    $
    17,047
    
    
    $
    1,238
    
    
    $
    (18,285
    )
    
    $
    17,610
 17




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalCash Flows Provided (Used)
by Operating ActivitiesNet earnings (loss)
    
    $
    17,610
    
    
    $
    17,047
    
    
    $
    1,238
    
    
    $
    (18,285
    )
    
    $
    17,610Minority interest
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    13Depreciation & amortization
    
    
    
    
    
    
    5,524
    
    
    
    4,277
    
    
    
    
    
    
    
    9,801Deferred income taxes
    
    
    2,239
    
    
    
    
    
    
    
    (129
    )
    
    
    
    
    
    
    2,110Stock-based compensation
    
    
    
    
    
    
    (533
    )
    
    
    (169
    )
    
    
    
    
    
    
    (702
    )Gain on sale of
discontinued operation
    
    
    
    
    
    
    (9,771
    )
    
    
    
    
    
    
    
    
    
    
    (9,771
    )Working capital changes, net of
effect of acquisitionsAccounts receivable
    
    
    1,023
    
    
    
    10,546
    
    
    
    499
    
    
    
    
    
    
    
    12,068Inventories
    
    
    
    
    
    
    (6,174
    )
    
    
    (2,256
    )
    
    
    
    
    
    
    (8,430
    )Prepaid expenses
    
    
    81
    
    
    
    (708
    )
    
    
    1,795
    
    
    
    
    
    
    
    1,168Accounts payable
    
    
    1,640
    
    
    
    (1,142
    )
    
    
    1,174
    
    
    
    
    
    
    
    1,672Accrued liabilities
    
    
    (4,855
    )
    
    
    (8,029
    )
    
    
    (2,616
    )
    
    
    
    
    
    
    (15,500
    )Federal & foreign income taxes
    
    
    (1,193
    )
    
    
    1
    
    
    
    1,535
    
    
    
    
    
    
    
    343Other liabilities
    
    
    498
    
    
    
    23
    
    
    
    106
    
    
    
    
    
    
    
    627Other, net
    
    
    27
    
    
    
    (49
    )
    
    
    (921
    )
    
    
    
    
    
    
    (943
    )17,070
    
    
    
    6,735
    
    
    
    4,546
    
    
    
    (18,285
    )
    
    
    10,066Cash Flows Provided (Used)
by Investing ActivitiesPurchases of capital assets
    
    
    (10
    )
    
    
    (3,061
    )
    
    
    (950
    )
    
    
    
    
    
    
    (4,021
    )Proceeds from sale of
discontinued operation
    
    
    
    
    
    
    23,700
    
    
    
    
    
    
    
    
    
    
    
    23,700Capital dispositions
    
    
    5
    
    
    
    28
    
    
    
    90
    
    
    
    
    
    
    
    123Purchase of short-term investments
    
    
    (8,820
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,820
    )Acquisitions of businesses, net
    
    
    
    
    
    
    (3,346
    )
    
    
    
    
    
    
    
    
    
    
    (3,346
    )(8,825
    )
    
    
    17,321
    
    
    
    (860
    )
    
    
    
    
    
    
    7,636
 18




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalCash Flows Provided (Used)
by Financing ActivitiesProceeds provided by stock
issuance under employee
stock plans
    
    
    649
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    649Proceeds provided by sale
of common stock
    
    
    109,030
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109,030Net change in credit facilities
    
    
    (5,000
    )
    
    
    
    
    
    
    1,922
    
    
    
    
    
    
    
    (3,078
    )Repayment of long-term debt
    
    
    (283
    )
    
    
    (42
    )
    
    
    (127
    )
    
    
    
    
    
    
    (452
    )Investment in subsidiaries
    
    
    3,975
    
    
    
    (24,369
    )
    
    
    2,109
    
    
    
    18,285
    
    
    
    108,371
    
    
    
    (24,411
    )
    
    
    3,904
    
    
    
    18,285
    
    
    
    106,149Effect of foreign exchange
rates on cash
    
    
    (337
    )
    
    
    (34
    )
    
    
    353
    
    
    
    
    
    
    
    (18
    )Net increase (decrease) in cash
and cash equivalents
    
    
    116,279
    
    
    
    (389
    )
    
    
    7,943
    
    
    
    
    
    
    
    123,833Cash and cash equivalents
 beginning of year
    
    
    6,859
    
    
    
    2,353
    
    
    
    20,267
    
    
    
    
    
    
    
    29,479Cash and cash equivalents
 end of year
    
    $
    123,138
    
    
    $
    1,964
    
    
    $
    28,210
    
    
    $
    
    
    
    $
    153,312
 19




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent AssetsCash and cash equivalents
    
    $
    6,859
    
    
    $
    2,353
    
    
    $
    20,267
    
    
    $
    
    
    
    $
    29,479Cash in escrow
    
    
    8,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,511Accounts receivable, net
    
    
    2,221
    
    
    
    83,115
    
    
    
    46,870
    
    
    
    
    
    
    
    132,206Inventories
    
    
    
    
    
    
    76,168
    
    
    
    42,886
    
    
    
    
    
    
    
    119,054Deferred income tax benefits
    
    
    40,630
    
    
    
    
    
    
    
    (17,131
    )
    
    
    
    
    
    
    23,499Prepaid expenses
    
    
    353
    
    
    
    3,598
    
    
    
    5,490
    
    
    
    
    
    
    
    9,441Other current assets
    
    
    147
    
    
    
    288
    
    
    
    
    
    
    
    
    
    
    
    435Total Current Assets
    
    
    58,721
    
    
    
    165,522
    
    
    
    98,382
    
    
    
    
    
    
    
    322,625Property, Plant & Equipment, Net
    
    
    2,369
    
    
    
    99,360
    
    
    
    43,406
    
    
    
    
    
    
    
    145,135Goodwill
    
    
    
    
    
    
    175,607
    
    
    
    72,210
    
    
    
    
    
    
    
    247,817Intangibles, Net
    
    
    141
    
    
    
    77,160
    
    
    
    92,575
    
    
    
    
    
    
    
    169,876Debt Issuance Costs, Net
    
    
    5,818
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,818Deferred Income Tax Benefits
    
    
    11,216
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,216Other Assets
    
    
    9,780
    
    
    
    18,309
    
    
    
    4,772
    
    
    
    
    
    
    
    32,861Amounts Due To/From
Subsidiaries
    
    
    152,346
    
    
    
    36,188
    
    
    
    
    
    
    
    (188,534
    )
    
    
    Investment in Subsidiaries
    
    
    558,234
    
    
    
    
    
    
    
    92
    
    
    
    (558,326
    )
    
    
    Total Assets
    
    $
    798,625
    
    
    $
    572,146
    
    
    $
    311,437
    
    
    $
    (746,860
    )
    
    $
    935,348
 20




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalLiabilities and Shareholders EquityCurrent LiabilitiesAccounts payable
    
    $
    520
    
    
    $
    16,814
    
    
    $
    20,533
    
    
    $
    
    
    
    $
    37,867Accrued liabilities
    
    
    29,880
    
    
    
    41,466
    
    
    
    25,692
    
    
    
    
    
    
    
    97,038Credit facilities
    
    
    5,000
    
    
    
    
    
    
    
    1,977
    
    
    
    
    
    
    
    6,977Current maturities of
long-term debt
    
    
    
    
    
    
    50
    
    
    
    981
    
    
    
    
    
    
    
    1,031Federal and foreign
income taxes
    
    
    2,996
    
    
    
    75
    
    
    
    3,607
    
    
    
    
    
    
    
    6,678Total Current Liabilities
    
    
    38,396
    
    
    
    58,405
    
    
    
    52,790
    
    
    
    
    
    
    
    149,591Long-Term Debt, Net
    
    
    246,769
    
    
    
    7
    
    
    
    2,280
    
    
    
    
    
    
    
    249,056Deferred Income Taxes
    
    
    43,149
    
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    43,443Other Liabilities
    
    
    9,283
    
    
    
    13,840
    
    
    
    6,729
    
    
    
    
    
    
    
    29,852Amounts Due To (From)
Subsidiaries
    
    
    
    
    
    
    
    
    
    
    186,310
    
    
    
    (186,310
    )
    
    
    Minority Interest
    
    
    
    
    
    
    
    
    
    
    2,378
    
    
    
    
    
    
    
    2,378Shareholders Equity
    
    
    461,028
    
    
    
    499,894
    
    
    
    60,656
    
    
    
    (560,550
    )
    
    
    461,028Total Liabilities and
Shareholders Equity
    
    $
    798,625
    
    
    $
    572,146
    
    
    $
    311,437
    
    
    $
    (746,860
    )
    
    $
    935,348
 21




---



##### Table of Contents



Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet Sales
    
    $
    
    
    
    $
    100,205
    
    
    $
    29,486
    
    
    $
    (237
    )
    
    $
    129,454Cost of Sales
    
    
    
    
    
    
    71,449
    
    
    
    19,562
    
    
    
    (237
    )
    
    
    90,774
    
    
    
    28,756
    
    
    
    9,924
    
    
    
    
    
    
    
    38,680ExpensesSelling, general
and administrative
    
    
    
    
    
    
    19,680
    
    
    
    12,621
    
    
    
    
    
    
    
    32,301Research, development
and engineering
    
    
    
    
    
    
    2,024
    
    
    
    3,399
    
    
    
    
    
    
    
    5,423Total Expenses
    
    
    
    
    
    
    21,704
    
    
    
    16,020
    
    
    
    
    
    
    
    37,724Operating Earnings from
Continuing Operations
    
    
    
    
    
    
    7,052
    
    
    
    (6,096
    )
    
    
    
    
    
    
    956Other (income) expense
    
    
    
    
    
    
    (558
    )
    
    
    2
    
    
    
    
    
    
    
    (556
    )Interest income
    
    
    (1,477
    )
    
    
    (630
    )
    
    
    (84
    )
    
    
    1,878
    
    
    
    (313
    )Interest expense
    
    
    4,217
    
    
    
    625
    
    
    
    1,328
    
    
    
    (1,878
    )
    
    
    4,292Other (Income) Expense, Net
    
    
    2,740
    
    
    
    (563
    )
    
    
    1,246
    
    
    
    
    
    
    
    3,423Income (Loss) from Continuing
Operations Before Taxes
    
    
    (2,740
    )
    
    
    7,615
    
    
    
    (7,342
    )
    
    
    
    
    
    
    (2,467
    )Income Tax Expense (Benefit)
    
    
    (740
    )
    
    
    (3
    )
    
    
    (1,838
    )
    
    
    
    
    
    
    (2,581
    )Income (Loss) From
Continuing Operations
    
    
    (2,000
    )
    
    
    7,618
    
    
    
    (5,504
    )
    
    
    
    
    
    
    114Income From Discontinued
Operations, Net of Tax
    
    
    
    
    
    
    292
    
    
    
    
    
    
    
    
    
    
    
    292Equity in Net Income of
Consolidated Subsidiaries
    
    
    2,406
    
    
    
    
    
    
    
    
    
    
    
    (2,406
    )
    
    
    Net Income (Loss)
    
    $
    406
    
    
    $
    7,910
    
    
    $
    (5,504
    )
    
    $
    (2,406
    )
    
    $
    406
 22




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##### Table of Contents



Non-Guarantor
    
    GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalCash Flows Provided (Used)
by Operating ActivitiesNet earnings (loss)
    
    $
    406
    
    
    $
    7,910
    
    
    $
    (5,504
    )
    
    $
    (2,406
    )
    
    $
    406Depreciation & amortization
    
    
    
    
    
    
    5,755
    
    
    
    1,927
    
    
    
    
    
    
    
    7,682Deferred income taxes
    
    
    1,047
    
    
    
    
    
    
    
    74
    
    
    
    
    
    
    
    1,121Stock-based compensation
    
    
    
    
    
    
    1,629
    
    
    
    543
    
    
    
    
    
    
    
    2,172Gain on sale of land
    
    
    
    
    
    
    (557
    )
    
    
    
    
    
    
    
    
    
    
    (557
    )Working capital changes, net of
effect of acquisitionsAccounts receivable
    
    
    (71
    )
    
    
    11,449
    
    
    
    4,450
    
    
    
    
    
    
    
    15,828Inventories
    
    
    
    
    
    
    (803
    )
    
    
    (221
    )
    
    
    
    
    
    
    (1,024
    )Prepaid expenses
    
    
    22
    
    
    
    (575
    )
    
    
    (3
    )
    
    
    
    
    
    
    (556
    )Accounts payable
    
    
    (122
    )
    
    
    (1,493
    )
    
    
    (1,582
    )
    
    
    
    
    
    
    (3,197
    )Accrued liabilities
    
    
    (2,202
    )
    
    
    (9,416
    )
    
    
    3,400
    
    
    
    
    
    
    
    (8,218
    )Federal & foreign income taxes
    
    


    (2,593
    )
    

    
    (17
    )
    
    
    (2,711
    )
    
    
    
    
    
    
    (5,321
    )Other, net
    
    
    (780
    )
    
    
    807
    
    
    
    (5,053
    )
    
    
    
    
    
    
    (5,026
    )(4,293
    )
    
    
    14,689
    
    
    
    (4,680
    )
    
    
    (2,406
    )
    
    
    3,310Cash Flows Provided (Used)
by Investing ActivitiesPurchases of capital assets
    
    
    (217
    )
    
    
    (4,360
    )
    
    
    (593
    )
    
    
    
    
    
    
    (5,170
    )Proceeds from sale of land
    
    
    
    
    
    
    1,159
    
    
    
    
    
    
    
    
    
    
    
    1,159Escrow deposit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital dispositions
    
    
    40
    
    
    
    213
    
    
    
    132
    
    
    
    
    
    
    
    385Sale of short-term investments
    
    
    5,021
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,021Acquisitions of businesses, net
    
    
    
    
    
    
    (6,593
    )
    
    
    
    
    
    
    
    
    
    
    (6,593
    )4,844
    
    
    
    (9,581
    )
    
    
    (461
    )
    
    
    
    
    
    
    (5,198
    )
 23




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##### Table of Contents



Non-Guarantor
    
    GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalCash Flows Provided (Used)
by Financing ActivitiesProceeds provided by stock
issuance under employee
stock plans
    
    
    651
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    651Debt issuance costs
    
    
    (125
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125
    )Net change in credit facilities
    
    
    
    
    
    
    
    
    
    
    540
    
    
    
    
    
    
    
    540Repayment of long-term debt
    
    
    (28,904
    )
    
    
    (21
    )
    
    
    (119
    )
    
    
    
    
    
    
    (29,044
    )Investment in subsidiaries
    
    
    (1,792
    )
    
    
    (3,255
    )
    
    
    2,641
    
    
    
    2,406
    
    
    
    (30,170
    )
    
    
    (3,276
    )
    
    
    3,062
    
    
    
    2,406
    
    
    
    (27,978
    )Effect of foreign exchange
rates on cash
    
    
    21
    
    
    
    16
    
    
    
    5,967
    
    
    
    
    
    
    
    6,004Net increase (decrease) in cash
and cash equivalents
    
    
    (29,598
    )
    
    
    1,848
    
    
    
    3,888
    
    
    
    
    
    
    
    (23,862
    )Cash and cash equivalents
 beginning of year
    
    
    109,834
    
    
    
    3,030
    
    
    
    18,499
    
    
    
    
    
    
    
    131,363Cash and cash equivalents
 end of year
    
    $
    80,236
    
    
    $
    4,878
    
    
    $
    22,387
    
    
    $
    
    
    
    $
    107,501
 24




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
 Overview
      25




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##### Table of Contents



Results of Continuing Operations
 Three Month Period Ended January 28, 2005 Compared with Three Month Period Ended January 30, 2004
  Incr./(Decr.)
    
    Three Months Endedfrom prior
    
    January 28,
    
    
    January 30,(In thousands)
    
    year period
    
    2005
    
    
    2004Avionics & Controls
    
    31.4%
    
    $
    60,855
    
    
    $
    46,316Sensors & Systems
    
    114.6%
    
    
    74,374
    
    
    
    34,652Advanced Materials
    
    12.7%
    
    
    54,564
    
    
    
    48,398Other
    
    411.4%
    
    
    450
    
    
    
    88Total Net Sales
    
    
    
    $
    190,243
    
    
    $
    129,454
     26




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##### Table of Contents



27




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##### Table of Contents



28




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##### Table of Contents



Liquidity and Capital Resources
    Recent Accounting Pronouncements
  29




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##### Table of Contents



10-Q/A.
 Forward-Looking Statements
  
 Item 4. Controls and Procedures
   30




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##### Table of Contents



PART II  OTHER INFORMATION
 
 
 Item 1. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Votes CastName
    
    For
    
    WithheldLewis E. Burns
    
    
    23,389,961
    
    
    
    146,135Robert W. Cremin
    
    
    23,193,313
    
    
    
    342,783Anthony P. Franceschini
    
    
    23,244,969
    
    
    
    291,127
  Votes CastName
    
    For
    
    WithheldCharles R. Larson
    
    
    23,390,185
    
    
    
    145,911
  31




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##### Table of Contents



Item 5. Other Information
 (a)
    
    Annual Shareholders Meeting
   Audit Committee
 
 Compensation Committee
 
 Nominating & Corporate Governance Committee
 
 32




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##### Table of Contents



(b)
    
    Entry into Material Contracts
   Bonus Awards for Fiscal 2004
  Stock Option Grants to Executive Officers
  Number of SharesName
    
    Subject to Stock OptionRobert W. Cremin
    
    
    45,000Robert D. George
    
    
    12,000Larry A. Kring
    
    
    15,000Stephen R. Larson
    
    
    12,000
  33




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##### Table of Contents



Adoption of 2005 Annual Incentive Plan and New Long-Term Incentive Compensation Plan
   (c)
    
    Stock Grant to Non-Employee Directors
  34




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##### Table of Contents



Item 6. Exhibits
 10.19b
    
    Offer Letter from Esterline Technologies Corporation to Richard Wood dated
February 9, 2005.10.19c
    
    Severance Protection Agreement between Richard Wood and Esterline
Technologies Corporation, dated February 23, 2005.10.19d
    
    Executive Officer Compensation (incorporated by reference to the information
disclosed under (b) Entry into Material Contracts in Item 5 of Part II of
the Companys Quarterly Report on Form 10-Q for quarter ended January 28, 2005
(Commission File No. 1-6357)).10.20k
    
    Esterline Technologies Corporation Fiscal Year 2005 Annual Incentive
Plan.10.36a
    
    Form of Stock Option Agreement.10.40
    
    Esterline Technologies Corporation Amended and Restated
Non-Employee Directors Stock Compensation Plan.11
    
    Schedule setting forth computation of basic and diluted
earnings per common share for the three month periods ended January 28, 2005
and January 30, 2004.31.1
    
    Certification of Chief Executive Officer.31.2
    
    Certification of Chief Financial Officer.32.1
    
    Certification (of Robert W. Cremin) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    Certification (of Robert D. George) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
 
    
    Previously filed. 35




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##### Table of Contents



SIGNATURES
  ESTERLINE TECHNOLOGIES CORPORATION(Registrant)Dated: January 6, 2006
    
    By:
    
    /s/ Robert D. GeorgeRobert D. GeorgeVice President, Chief Financial Officer,Secretary and Treasurer(Principal Financial Officer)
 36