UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q



|  |  |                                                    
|- |  | ---------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
|  |  | THE SECURITIES EXCHANGE ACT OF 1934                



|                               |  |            
|------------------------------ |  | -----------
|For the quarterly period ended |  | May 1, 2009

OR



|  |  |                                                     
|- |  | ----------------------------------------------------
| ̈ |  | 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

(Exact name of
registrant as specified in its charter)



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

500 108th Avenue N.E., 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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    
                     
No



---

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                                                                          |  |                               
|------------------------------------------------------------------------- |  | ------------------------------
|Large accelerated filer    x                                              |  | Accelerated filer     ̈        
|Non-accelerated filer       ̈(Do not check if a smaller reporting
company) |  | Smaller reporting company     ̈

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 June 3,
2009, 29,716,368 shares of the issuers common stock were outstanding.



2



---

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

ESTERLINE
TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEET

As of May 1, 2009 and October 31, 2008

(In thousands, except share amounts)



|                                                                          |  |            |             |                 |   |          
|------------------------------------------------------------------------- |  | ---------- | ----------- | --------------- | - | ---------
|                                                                          |  | May 1,2009 |             | October 31,2008
|ASSETS                                                                    |  |            | (Unaudited) |                 |   |          
|                                                                          |  |           
|Current Assets                                                            |  |            |             |                 |   |          
|Cash and cash equivalents                                                 |  | $          | 115,406     |                 | $ | 160,645  
|Accounts receivable, net of allowances of $5,238 and $5,191               |  |            | 266,589     |                 |   | 297,506  
|Inventories                                                               |  |            |             |                 |   |          
|Raw materials and purchased parts                                         |  |            | 124,806     |                 |   | 110,984  
|Work in process                                                           |  |            | 99,962      |                 |   | 105,586  
|Finished goods                                                            |  |            | 61,426      |                 |   | 45,403   
|                                                                          |  |            |             |                 |   |          
|                                                                          |  |            | 286,194     |                 |   | 261,973  
|                                                                          |  |           
|Income tax refundable                                                     |  |            | 7,635       |                 |   | 5,567    
|Deferred income tax benefits                                              |  |            | 36,432      |                 |   | 37,702   
|Prepaid expenses                                                          |  |            | 15,036      |                 |   | 13,040   
|Other current assets                                                      |  |            | 55          |                 |   | 897      
|                                                                          |  |            |             |                 |   |          
|Total Current Assets                                                      |  |            | 727,347     |                 |   | 777,330  
|                                                                          |  |           
|Property, Plant and Equipment                                             |  |            | 451,010     |                 |   | 430,824  
|Accumulated depreciation                                                  |  |            | 231,190     |                 |   | 226,362  
|                                                                          |  |            |             |                 |   |          
|                                                                          |  |            | 219,820     |                 |   | 204,462  
|                                                                          |  |           
|Other Non-Current Assets                                                  |  |            |             |                 |   |          
|Goodwill                                                                  |  |            | 690,518     |                 |   | 576,861  
|Intangibles, net                                                          |  |            | 410,050     |                 |   | 290,440  
|Debt issuance costs, net of accumulated amortization of $6,872 and $6,132 |  |            | 8,151       |                 |   | 7,587    
|Deferred income tax benefits                                              |  |            | 60,597      |                 |   | 55,821   
|Other assets                                                              |  |            | 38,137      |                 |   | 9,601    
|                                                                          |  |            |             |                 |   |          
|                                                                          |  | $          | 2,154,620   |                 | $ | 1,922,102
|                                                                          |  |            |             |                 |   |          



3



---

ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEET

As of May 1, 2009 and October 31, 2008

(In thousands, except share amounts)



|                                                                                                                              |  |            |             |   |                 |   |           |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------- | ----------- | - | --------------- | - | --------- | -
|                                                                                                                              |  | May 1,2009 |             |   | October 31,2008 |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                          |  |            | (Unaudited) |   |                 |   |           |  
|                                                                                                                              |  |           
|Current Liabilities                                                                                                           |  |            |             |   |                 |   |           |  
|Accounts payable                                                                                                              |  | $          | 78,205      |   |                 | $ | 89,807    |  
|Accrued liabilities                                                                                                           |  |            | 201,074     |   |                 |   | 210,422   |  
|Credit facilities                                                                                                             |  |            | 2,398       |   |                 |   | 5,171     |  
|Current maturities of long-term debt                                                                                          |  |            | 12,482      |   |                 |   | 8,388     |  
|Deferred income tax liabilities                                                                                               |  |            | 3,869       |   |                 |   | 2,889     |  
|Federal and foreign income taxes                                                                                              |  |            | 316         |   |                 |   | 4,442     |  
|                                                                                                                              |  |            |             |   |                 |   |           |  
|Total Current Liabilities                                                                                                     |  |            | 298,344     |   |                 |   | 321,119   |  
|                                                                                                                              |  |           
|Long-Term Liabilities                                                                                                         |  |            |             |   |                 |   |           |  
|Long-term debt, net of current maturities                                                                                     |  |            | 513,559     |   |                 |   | 388,248   |  
|Deferred income tax liabilities                                                                                               |  |            | 122,499     |   |                 |   | 97,830    |  
|Pension and post-retirement obligations                                                                                       |  |            | 74,915      |   |                 |   | 68,966    |  
|Other liabilities                                                                                                             |  |            | 48,537      |   |                 |   | 16,801    |  
|                                                                                                                              |  |           
|Commitments and Contingencies                                                                                                 |  |            |             |   |                 |   |           |  
|                                                                                                                              |  |           
|Minority Interest                                                                                                             |  |            | 2,909       |   |                 |   | 2,797     |  
|                                                                                                                              |  |           
|Shareholders Equity                                                                                                          |  |            |             |   |                 |   |           |  
|Common stock, par value $.20 per share, authorized 60,000,000 shares, issued and outstanding 29,716,368 and 29,636,481 shares |  |            | 5,943       |   |                 |   | 5,927     |  
|Additional paid-in capital                                                                                                    |  |            | 499,822     |   |                 |   | 493,972   |  
|Retained earnings                                                                                                             |  |            | 665,719     |   |                 |   | 613,063   |  
|Accumulated other comprehensive income (loss)                                                                                 |  |            | (77,627     | ) |                 |   | (86,621   | )
|                                                                                                                              |  |            |             |   |                 |   |           |  
|Total Shareholders Equity                                                                                                    |  |            | 1,093,857   |   |                 |   | 1,026,341 |  
|                                                                                                                              |  |            |             |   |                 |   |           |  
|                                                                                                                              |  | $          | 2,154,620   |   |                 | $ | 1,922,102 |  
|                                                                                                                              |  |            |             |   |                 |   |           |  



4



---

ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

For the Three and Six Month Periods Ended
May 1, 2009 and May 2, 2008

(Unaudited)

(In thousands, except per share amounts)



|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|--------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------- | ---------- |  | - | ---------- | - |  | - | ------- | -
|                                                          |  | Three Months Ended |         |   | Six Months Ended |  
|                                                          |  | May 1,2009         |         |   | May 2,2008       |   |         | May 1,2009 |  |   | May 2,2008 |  
|                                                          |  |                    |         |  
|Net Sales                                                 |  | $                  | 359,502 |   |                  | $ | 358,033 |            |  | $ | 669,219    |   |  | $ | 715,358 |  
|Cost of Sales                                             |  |                    | 246,904 |   |                  |   | 236,646 |            |  |   | 454,469    |   |  |   | 478,758 |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|                                                          |  |                    | 112,598 |   |                  |   | 121,387 |            |  |   | 214,750    |   |  |   | 236,600 |  
|Expenses                                                  |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Selling, general & administrative                         |  |                    | 54,619  |   |                  |   | 57,697  |            |  |   | 114,344    |   |  |   | 117,125 |  
|Research, development & engineering                       |  |                    | 18,294  |   |                  |   | 25,046  |            |  |   | 35,692     |   |  |   | 46,678  |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Total Expenses                                            |  |                    | 72,913  |   |                  |   | 82,743  |            |  |   | 150,036    |   |  |   | 163,803 |  
|Other                                                     |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Other expense                                             |  |                    | 2,714   |   |                  |   | 86      |            |  |   | 7,728      |   |  |   | 86      |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Total Other                                               |  |                    | 2,714   |   |                  |   | 86      |            |  |   | 7,728      |   |  |   | 86      |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Operating Earnings From                                   |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Continuing Operations                                     |  |                    | 36,971  |   |                  |   | 38,558  |            |  |   | 56,986     |   |  |   | 72,711  |  
|                                                          |  |                    |         |  
|Interest income                                           |  |                    | (370    | ) |                  |   | (939    | )          |  |   | (781       | ) |  |   | (2,231  | )
|Interest expense                                          |  |                    | 7,610   |   |                  |   | 7,272   |            |  |   | 14,346     |   |  |   | 15,178  |  
|Gain on derivative financial instruments                  |  |                    |        |   |                  |   |        |            |  |   |           |   |  |   | (1,850  | )
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Other Expense, Net                                        |  |                    | 7,240   |   |                  |   | 6,333   |            |  |   | 13,565     |   |  |   | 11,097  |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|                                                          |  |                    |         |  
|Income From Continuing OperationsBefore Income Taxes      |  |                    | 29,731  |   |                  |   | 32,225  |            |  |   | 43,421     |   |  |   | 61,614  |  
|Income Tax Expense                                        |  |                    | 4,316   |   |                  |   | 8,107   |            |  |   | 6,484      |   |  |   | 7,749   |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Income From Continuing OperationsBefore Minority Interest |  |                    | 25,415  |   |                  |   | 24,118  |            |  |   | 36,937     |   |  |   | 53,865  |  
|Minority Interest                                         |  |                    | (77     | ) |                  |   | (171    | )          |  |   | (112       | ) |  |   | (193    | )
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Income From Continuing Operations                         |  |                    | 25,338  |   |                  |   | 23,947  |            |  |   | 36,825     |   |  |   | 53,672  |  
|                                                          |  |                    |         |  
|Income From DiscontinuedOperations, Net of Tax            |  |                    | 375     |   |                  |   | 1,238   |            |  |   | 15,831     |   |  |   | 2,497   |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|                                                          |  |                    |         |  
|Net Earnings                                              |  | $                  | 25,713  |   |                  | $ | 25,185  |            |  | $ | 52,656     |   |  | $ | 56,169  |  
|                                                          |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  



5



---

|                              |  |                    |     |                  |   |            |  |            |      |  |   |     
|----------------------------- |  | ------------------ | --- | ---------------- | - | ---------- |  | ---------- | ---- |  | - | ----
|                              |  | Three Months Ended |     | Six Months Ended
|                              |  | May 1,2009         |     | May 2,2008       |   | May 1,2009 |  | May 2,2008
|Earnings Per Share  Basic:   |  |                    |     |                  |   |            |  |            |      |  |   |     
|Continuing operations         |  | $                  | .85 |                  | $ | .81        |  | $          | 1.24 |  | $ | 1.82
|Discontinued operations       |  |                    | .02 |                  |   | .05        |  |            | .53  |  |   | .09 
|                              |  |                    |     |                  |   |            |  |            |      |  |   |     
|Earnings Per Share  Basic    |  | $                  | .87 |                  | $ | .86        |  | $          | 1.77 |  | $ | 1.91
|                              |  |                    |     |                  |   |            |  |            |      |  |   |     
|                              |  |                    |     |                 
|Earnings Per Share  Diluted: |  |                    |     |                  |   |            |  |            |      |  |   |     
|Continuing operations         |  | $                  | .85 |                  | $ | .80        |  | $          | 1.23 |  | $ | 1.80
|Discontinued operations       |  |                    | .01 |                  |   | .04        |  |            | .53  |  |   | .08 
|                              |  |                    |     |                  |   |            |  |            |      |  |   |     
|Earnings Per Share  Diluted  |  | $                  | .86 |                  | $ | .84        |  | $          | 1.76 |  | $ | 1.88
|                              |  |                    |     |                  |   |            |  |            |      |  |   |     



6



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ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Month Periods Ended
May 1, 2009 and May 2, 2008

(Unaudited)

(In thousands)



|                                                          |  |                  |          |   |            |   |         |  
|--------------------------------------------------------- |  | ---------------- | -------- | - | ---------- | - | ------- | -
|                                                          |  | Six Months Ended |         
|                                                          |  | May 1,2009       |          |   | May 2,2008 |  
|                                                          |  |                 
|Cash Flows Provided (Used) by Operating Activities        |  |                  |          |   |            |   |         |  
|Net earnings                                              |  | $                | 52,656   |   |            | $ | 56,169  |  
|Minority interest                                         |  |                  | 112      |   |            |   | 193     |  
|Depreciation and amortization                             |  |                  | 31,055   |   |            |   | 32,431  |  
|Deferred income taxes                                     |  |                  | (5,703   | ) |            |   | (12,515 | )
|Share-based compensation                                  |  |                  | 3,737    |   |            |   | 4,334   |  
|Gain on sale of discontinued operation                    |  |                  | (26,481  | ) |            |   |        |  
|Working capital changes, net of effect of acquisitions    |  |                  |          |   |            |   |         |  
|Accounts receivable                                       |  |                  | 41,506   |   |            |   | 12,324  |  
|Inventories                                               |  |                  | (18,497  | ) |            |   | (31,737 | )
|Prepaid expenses                                          |  |                  | (2,145   | ) |            |   | (3,597  | )
|Other current assets                                      |  |                  | 870      |   |            |   |        |  
|Accounts payable                                          |  |                  | (19,500  | ) |            |   | 2,983   |  
|Accrued liabilities                                       |  |                  | (11,490  | ) |            |   | (34     | )
|Federal and foreign income taxes                          |  |                  | (9,284   | ) |            |   | 2,813   |  
|Other liabilities                                         |  |                  | 7,959    |   |            |   | (2,756  | )
|Other, net                                                |  |                  | (4,508   | ) |            |   | (1,411  | )
|                                                          |  |                  |          |   |            |   |         |  
|                                                          |  |                  | 40,287   |   |            |   | 59,197  |  
|                                                          |  |                 
|Cash Flows Provided (Used) by Investing Activities        |  |                  |          |   |            |   |         |  
|Purchases of capital assets                               |  |                  | (20,884  | ) |            |   | (21,268 | )
|Proceeds from sale of discontinued operation, net of cash |  |                  | 62,944   |   |            |   |        |  
|Proceeds from sale of capital assets                      |  |                  | 365      |   |            |   | 613     |  
|Purchase of short-term investments                        |  |                  |         |   |            |   | (12,050 | )
|Acquisitions of businesses, net of cash acquired          |  |                  | (250,821 | ) |            |   |        |  
|                                                          |  |                  |          |   |            |   |         |  
|                                                          |  |                  | (208,396 | ) |            |   | (32,705 | )



7



---

ESTERLINE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Month Periods Ended
May 1, 2009 and May 2, 2008

(Unaudited)

(In thousands)



|                                                               |  |                  |         |   |            |   |         |  
|-------------------------------------------------------------- |  | ---------------- | ------- | - | ---------- | - | ------- | -
|                                                               |  | Six Months Ended |        
|                                                               |  | May 1,2009       |         |   | May 2,2008 |  
|                                                               |  |                 
|Cash Flows Provided (Used) by Financing Activities             |  |                  |         |   |            |   |         |  
|Proceeds provided by stock issuance under employee stock plans |  |                  | 2,121   |   |            |   | 3,875   |  
|Excess tax benefits from stock options exercised               |  |                  | 8       |   |            |   | 655     |  
|Debt and other issuance costs                                  |  |                  | (1,304  | ) |            |   |        |  
|Net change in credit facilities                                |  |                  | (2,818  | ) |            |   | (1,851  | )
|Proceeds from issuance of long-term debt                       |  |                  | 125,000 |   |            |   |        |  
|Repayment of long-term debt, net                               |  |                  | (731    | ) |            |   | (65,947 | )
|                                                               |  |                  |         |   |            |   |         |  
|                                                               |  |                  | 122,276 |   |            |   | (63,268 | )
|                                                               |  |                 
|Effect of Foreign Exchange Rates on Cash                       |  |                  | 594     |   |            |   | (667    | )
|                                                               |  |                  |         |   |            |   |         |  
|Net Decrease in Cash and Cash Equivalents                      |  |                  | (45,239 | ) |            |   | (37,443 | )
|                                                               |  |                 
|Cash and Cash Equivalents  Beginning of Period                |  |                  | 160,645 |   |            |   | 147,069 |  
|                                                               |  |                  |         |   |            |   |         |  
|Cash and Cash Equivalents  End of Period                      |  | $                | 115,406 |   |            | $ | 109,626 |  
|                                                               |  |                  |         |   |            |   |         |  
|                                                               |  |                 
|Supplemental Cash Flow Information                             |  |                  |         |   |            |   |         |  
|Cash Paid for Interest                                         |  | $                | 13,153  |   |            | $ | 15,543  |  
|Cash Paid for Taxes                                            |  |                  | 27,657  |   |            |   | 20,372  |  



8



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ESTERLINE TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Month Periods Ended
May 1, 2009 and May 2, 2008



|1. | The consolidated balance sheet as of May 1, 2009, the consolidated statement of operations for the three and six month periods ended May 1, 2009, and
May 2, 2008, and the consolidated statement of cash flows for the six month periods ended May 1, 2009, and May 2, 2008, 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 31, 2008, 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 periods in both Europe and North America. The first six months of fiscal 2009 contained 26 weeks, while the first six months of fiscal 2008 contained 27
weeks.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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. Common shares issuable from stock options that are excluded from the calculation of diluted earnings per share because they were anti-dilutive were 1,544,020 and 426,920 in the second fiscal quarters of 2009 and 2008, respectively.
Shares used for calculating earnings per share are disclosed in the following table.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                              |  |                    |  |                  |  |            |  |           
|--------------------------------------------- |  | ------------------ |  | ---------------- |  | ---------- |  | ----------
|(In thousands)                                |  | Three Months Ended |  | Six Months Ended
|                                              |  | May 1,2009         |  | May 2,2008       |  | May 1,2009 |  | May 2,2008
|                                              |  |                    |  |                 
|Shares Used for Basic    Earnings Per Share   |  | 29,705             |  | 29,442           |  | 29,684     |  | 29,413    
|Shares Used for Diluted    Earnings Per Share |  | 29,829             |  | 29,882           |  | 29,847     |  | 29,846    



9



---

|5. | Recent Accounting Pronouncements
|-- | --------------------------------

On
December 4, 2007, the Financial Accounting Standards Board issued Financial Accounting Standard No. 141(R), Business Combinations, (Statement No. 141(R)) and Statement No. 160, Accounting and Reporting of
Non-controlling Interest in Consolidated Financial Statements, an amendment of ARB No. 51, (Statement No. 160). These new standards will significantly change the accounting for and reporting of business combination transactions and
non-controlling (minority) interests in consolidated financial statements. Statement No. 141(R) and Statement No. 160 are required to be adopted simultaneously and are effective for fiscal 2010.

The significant changes in the accounting for business combination transactions under Statement No. 141(R) include the following:



| |  |  | Recognize, with certain exceptions, 100% of the fair values of assets acquired, liabilities assumed, and non-controlling interests of acquired businesses.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Measure all acquirer shares issued in consideration for a business combination at fair value on the acquisition date. With the effectiveness of Statement
No. 141(R), the agreement and announcement date measurement principles in EITF Issue 99-12 will be nullified.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recognize contingent consideration arrangements at their acquisition-date fair values, with subsequent changes in fair value generally reflected in earnings.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | With the one exception described in the last sentence of this section, recognize pre-acquisition gain and loss contingencies at their acquisition-date fair values.
Subsequent accounting for pre-acquisition loss contingencies is based on the greater of acquisition-date fair value or the amount calculated pursuant to FASB Statement No. 5, Accounting for Contingencies, (Statement No. 5).
Subsequent accounting for pre-acquisition gain contingencies is based on the lesser of acquisition-date fair value or the best estimate of the future settlement amount. Adjustments after the acquisition date are made only upon the receipt of new
information on the possible outcome of the contingency, and changes to the measurement of pre-acquisition contingencies are recognized in ongoing results of operations. Absent new information, no adjustments to the acquisition-date fair value are
made until the contingency is resolved. Pre-acquisition contingencies that are both (1) non-contractual and (2) as of the acquisition date are not more likely than not of materializing are not recognized in acquisition
accounting and, instead, are accounted for based on the guidance in Statement No. 5, Accounting for Contingencies.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Capitalize in-process research and development (IPR&D) assets acquired at acquisition date fair value. After acquisition, apply the indefinite-lived impairment
model (lower of basis or fair value) through the development period to capitalized IPR&D without amortization. Charge development costs incurred after acquisition to
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



---

| | results of operations. Upon completion of a successful development project, assign an estimated useful life to the amount then capitalized, amortize over
that life, and consider the asset a definite-lived asset for impairment accounting purposes.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recognize acquisition-related transaction costs as an expense when incurred.
| | - |  | ----------------------------------------------------------------------------



| |  |  | Recognize acquisition-related restructuring cost accruals in acquisition accounting only if the criteria in Statement No. 146 are met as of the acquisition
date. With the effectiveness of Statement No. 141(R), the EITF Issue 95-3 concepts of assessing, formulating, finalizing and committing/communicating that currently pertain to recognition in purchase accounting of an
acquisition-related restructuring plan will be nullified.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recognize changes in the acquirers income tax valuation allowance resulting from the business combination separately from the business combination as
adjustments to income tax expense. Also, changes after the acquisition date in an acquired entitys valuation allowance or tax uncertainty established at the acquisition date are accounted for as adjustments to income tax expense.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company is currently evaluating the impact of Statement No. 141(R) and Statement No. 160 on the
Companys financial statements.



|6. | The Company performs the annual impairment test of goodwill as of the first day of the fiscal fourth quarter. For fiscal 2008 the annual impairment test was conducted as of
August 2, 2008, and it was determined that no impairment existed as of that date. The Company is also required to test goodwill for impairment between annual tests if events occur or circumstances change that would more likely than not reduce
the enterprise fair value below the book value. During the second quarter of 2009, the Company experienced a significant decline in its stock price. Because of the decline in the stock price and other contributing factors, management concluded that
sufficient indicators existed to require an interim assessment of goodwill as of May 1, 2009.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company measured the
fair value of each of the reporting units using accepted valuation techniques. The valuation of reporting units requires judgment in estimating future cash flows, discount rates and estimated product life cycles. In making these judgments the
Company evaluates the financial health of the business, including such factors as industry performance, changes in technology and operating cash flows. To validate the reasonableness of the reporting unit fair values, the Company reconciled the
aggregate fair value of the reporting units to the enterprise market capitalization. Enterprise market capitalization includes, among other factors, the fully diluted market capitalization of the stock, an acquisition premium based on historical
data from acquisitions within the same or similar industries and the appropriate value of the Companys debt. In performing the reconciliation the Company may, depending on the volatility of the market value of the stock price, use either the
stock price on the valuation date or the average stock price over a range of dates around that date. The Company considers quantitative and qualitative factors that are



11



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considered relevant, which may change depending on the date for which the assessment is made. This
assessment resulted in no impairment of goodwill as of May 1, 2009.

Management will continue to monitor goodwill for possible future
impairment. Management cannot assure that goodwill will not be impaired in future periods. The Company has accumulated $690.5 million of goodwill as of May 1, 2009.



|7. | The Companys comprehensive income is as follows:
|-- | -------------------------------------------------



|                                                                        |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|----------------------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ---------- |  | - | ---------- | - |  | - | ------- | -
|(In thousands)                                                          |  | Three Months Ended |        |   | Six Months Ended |  
|                                                                        |  | May 1,2009         |        |   | May 2,2008       |   |        | May 1,2009 |  |   | May 2,2008 |  
|                                                                        |  |                    |        |  
|Net Earnings                                                            |  | $                  | 25,713 |   |                  | $ | 25,185 |            |  | $ | 52,656     |   |  | $ | 56,169  |  
|Change in Fair Value of Derivative Financial Instruments, Net of Tax(1) |  |                    | 9,461  |   |                  |   | (1,039 | )          |  |   | 9,986      |   |  |   | (2,835  | )
|Adjustment for Minimum Pension Liability, Net of Tax(2)                 |  |                    | (202   | ) |                  |   | (19    | )          |  |   | 222        |   |  |   | (89     | )
|Foreign Currency Translation Adjustment                                 |  |                    | 25,841 |   |                  |   | (1,722 | )          |  |   | (1,214     | ) |  |   | (25,180 | )
|                                                                        |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|Comprehensive Income                                                    |  | $                  | 60,813 |   |                  | $ | 22,405 |            |  | $ | 61,650     |   |  | $ | 28,065  |  
|                                                                        |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  

(1)Net of tax (expense) benefit of $(4,214) and $442 for the second fiscal quarter of 2009 and 2008, respectively. Net of tax (expense) benefit of $(4,545) and $1,423 for the first
six months of fiscal 2009 and 2008, respectively.

(2)Net of tax (expense) benefit of $58 and $54 for the second fiscal quarter of 2009 and 2008, respectively. Net of tax (expense) benefit of $(124) and $88 for
the first six months of fiscal 2009 and 2008, respectively.



|8. | On December 15, 2008, the Company acquired all of the outstanding capital stock of NMC Group, Inc. (NMC) for approximately $89.8 million in cash, including
acquisition costs. NMC designs and manufactures specialized light-weight fasteners principally for commercial aviation applications. The acquisition expands the scale of the Companys existing advanced materials business. NMC is included in the
Advanced Materials segment.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following summarizes the estimated fair value of the assets acquired and liabilities assumed
at the date of acquisition. The allocation of the purchase price was based upon a preliminary valuation analysis. The Company has not finalized the allocation of the purchase price to tangible and intangible assets and tax basis of acquired assets
and liabilities. The Company recorded goodwill of $40.7 million. The amount allocated to goodwill is expected to be deductible for income tax purposes.



12



---

|                                                |  |   |       
|----------------------------------------------- |  | - | ------
|(In thousands)                                  |  |  
|As of December 15, 2008                         |  |   |       
|                                                | 
|Current assets                                  |  | $ | 7,945 
|Property, plant and equipment                   |  |   | 3,246 
|Intangible assets subject to amortization       |  |   |       
|Programs (15 year weighted average useful life) |  |   | 39,280
|Goodwill                                        |  |   | 40,726
|Other assets                                    |  |   | 19    
|                                                |  |   |       
|Total assets acquired                           |  |   | 91,216
|                                                | 
|Current liabilities assumed                     |  |   | 1,371 
|                                                |  |   |       
|Net assets acquired                             |  | $ | 89,845
|                                                |  |   |       

On January 26, 2009, the Company acquired all of the outstanding capital stock of Racal
Acoustics Global Ltd. (Racal) for approximately £119.3 million, or $166.7 million in cash, including acquisition costs. Racal develops and manufactures high technology ruggedized personal communication equipment for the defense
and avionics segment. The acquisition expands the scale of the Companys existing avionics and controls business. Racal is included in the Avionics & Controls segment.

The following summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The allocation of the
purchase price was based upon a preliminary valuation analysis. The Company has not finalized the allocation of the purchase price to tangible and intangible assets and tax basis of acquired assets and liabilities. The Company recorded goodwill of
$89.2 million. The amount allocated to goodwill is not expected to be deductible for income tax purposes.



|                                                |  |   |        
|----------------------------------------------- |  | - | -------
|(In thousands)                                  |  |  
|As of January 26, 2009                          |  |   |        
|                                                | 
|Current assets                                  |  | $ | 24,847 
|Property, plant and equipment                   |  |   | 3,091  
|Intangible assets subject to amortization       |  |   |        
|Programs (15 year weighted average useful life) |  |   | 90,045 
|Goodwill                                        |  |   | 89,246 
|                                                |  |   |        
|Total assets acquired                           |  |   | 207,229
|                                                | 
|Liabilities assumed                             |  |   | 40,526 
|                                                |  |   |        
|Net assets acquired                             |  | $ | 166,703
|                                                |  |   |        



|9. | On November 3, 2008, the Company sold U.K.-based Muirhead Aerospace Limited and Traxsys Input Products Limited, which were included in the Sensors & Systems
segment, for approximately U.K. £40.0 million or $63.4 million, resulting in an after-tax gain of $15.8 million. As a result, the consolidated income statement presents Muirhead Aerospace Limited and Traxsys Input Products
Limited as discontinued operations.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



---

The operating results of the discontinued operations for the three and six month periods ended
May 1, 2009 and May 2, 2008 consisted of the following:



|                                                        |  |                    |      |                  |            |   |            |  |            |        |  |   |       
|------------------------------------------------------- |  | ------------------ | ---- | ---------------- | ---------- | - | ---------- |  | ---------- | ------ |  | - | ------
|(In thousands)                                          |  | Three Months Ended |      | Six Months Ended
|                                                        |  | May 1,2009         |      |                  | May 2,2008 |   | May 1,2009 |  | May 2,2008
|                                                        |  |                    |      |                 
|Sales                                                   |  | $                  |     |                  |            | $ | 15,922     |  | $          |       |  | $ | 31,026
|Income from discontinued operations before income taxes |  |                    | 102  |                  |            |   | 1,782      |  |            | 26,481 |  |   | 3,437 
|Income tax expense (benefit)                            |  |                    | (273 | )                |            |   | 544        |  |            | 10,650 |  |   | 940   
|                                                        |  |                    |      |                  |            |   |            |  |            |        |  |   |       
|Income from discontinued operations                     |  | $                  | 375  |                  |            | $ | 1,238      |  | $          | 15,831 |  | $ | 2,497 
|                                                        |  |                    |      |                  |            |   |            |  |            |        |  |   |       



|10. | The effective income tax rate for the first six months of 2009 was 14.2% (before a $0.3 million tax expense) compared with 22.6% (before a $6.2 million tax benefit) for
the prior-year period. The $0.3 million tax expense in the first six months of 2009 was the result of three events. The first event was a $2.0 million tax benefit for the reduction of previously recorded withholding tax liabilities as a
result of the enactment of a U.S.-Canadian tax treaty. The second event was the recording of a $1.6 million tax expense as a result of accruing a penalty due to a development with regard to certain foreign tax laws. The third event was a $0.7
million expense resulting from the reversal of previously recorded tax benefits associated with the implementation of CMCs SADI program. The $6.2 million of tax benefits in the prior-year period was the result of three events. The first
event was the settlement of an examination of the U.S. federal income tax returns for fiscal 2003 through 2005, which resulted in a $2.8 million reduction of previously estimated income tax liabilities. The second event was the enactment of tax
laws reducing the Canadian statutory tax rate, which resulted in a $4.1 million net reduction of deferred income tax liabilities. The third event was the recognition of $0.7 million of additional income tax liabilities at CMC. The
effective tax rate differed from the statutory rate in the first six months of 2009 and 2008, as both years benefited from various tax credits and certain foreign interest expense deductions.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In June 2005, the FASB issued FIN 48, which clarifies the accounting for uncertainty in income taxes by establishing a minimum recognition threshold
a tax position is required to meet before being recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a company should recognize, derecognize, measure, present, and disclose in its financial statements
uncertain tax positions that a company has taken or expects to take on a tax return. In addition, FIN 48 provides guidance on interest and penalties, accounting in interim periods, and transition.

The Company adopted the provisions of FIN 48 effective October 27, 2007. During the first six months of 2009, a gross increase of
$18.0 million of unrecognized tax benefits was recorded due to developments with regard to certain foreign tax laws. As $17.5 million of this liability represents an acquired tax liability, the recording of the liability resulted in an



14



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increase to goodwill. Further, the $17.5 million liability is specifically indemnified pursuant to a
stock purchase agreement. As this liability is specifically indemnified pursuant to a stock purchase agreement, a receivable has been established to reflect the recoverability of the contingent tax. The total amount of unrecognized tax benefits that
may decrease based on the reasonably possible resolution of certain tax matters within the next 12 months is $17.5 million. As this decrease represents an acquired tax liability, the reduction would be offset by a decrease to goodwill.

The Company recognizes interest related to unrecognized tax benefits in income tax expense. During the first six months of 2009, a gross
increase of $6.9 million of interest related to unrecognized tax benefits was recorded due to developments with regard to certain foreign tax laws. As $6.6 million of this liability is specifically indemnified pursuant to a stock purchase
agreement, a receivable has been established to reflect the recoverability of the contingent interest. The total amount of interest related to unrecognized tax benefits that may decrease based on the reasonably possible resolution of certain tax
matters within the next 12 months is $6.6 million. This decrease would be offset by a reduction in a corresponding receivable.

The
Company recognizes penalties related to unrecognized tax benefits in income tax expense. During the first six months of 2009, a gross increase of $6.9 million of penalties related to unrecognized tax benefits was recorded due to developments
with regard to certain foreign tax laws. As $5.2 million of this liability is specifically indemnified pursuant to a stock purchase agreement, a receivable has been established to reflect the recoverability of the contingent penalty. The total
amount of penalties related to unrecognized tax benefits that may decrease based on the reasonably possible resolution of certain tax matters within the next 12 months is $6.9 million. The $5.2 million decrease would be offset by a
reduction in a corresponding receivable. The remaining $1.7 million decrease would reduce the periods tax expense.

The Company
and/or one of its subsidiaries files income tax returns in the U. S. federal jurisdiction and various states and foreign jurisdictions. The Company and/or one of its subsidiaries which are no longer subject to income tax examinations by tax
authorities in its major tax jurisdictions are as follows:



|                 |  |                                
|---------------- |  | -------------------------------
|Tax Jurisdiction |  | Years No LongerSubject to Audit
|                 | 
|U.S. Federal     |  | 2005 and prior                 
|Canada           |  | 2002 and prior                 
|France           |  | 2004 and prior                 
|Germany          |  | 2003 and prior                 
|United Kingdom   |  | 2003 and prior                 



|11. | As of May 1, 2009, the Company had three share-based compensation plans  an employee stock purchase plan, an employee share-save scheme for U.K.
employees, and an equity
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



---

| | incentive plan. The compensation cost that has been charged against income for those plans for the first six months of 2009 and 2008 was $3.7 million
and $4.3 million, respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the first six months of 2009 and 2008, the Company issued 79,887 and 118,069
shares, respectively, under its employee stock plans. The Company converted the ESPP to a safe harbor design on December 16, 2008. Under the safe harbor design, shares are purchased by participants at 95% of the market value on
the purchase date and, therefore, compensation cost is no longer recognized for the ESPP.

The fair value of the awards under the employee
stock purchase plan was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table.



|                                                           |  |                  |   |  |                |  
|---------------------------------------------------------- |  | ---------------- | - |  | -------------- | -
|                                                           |  | Six Months Ended |  
|                                                           |  | May 1,    2009   |   |  | May 2,    2008 |  
|                                                           |  |                 
|Risk-free interest rate (U.S. Treasury zero coupon issues) |  | 3.32             | % |  | 3.32  5.15    | %
|Expected dividend yield                                    |  |                 |   |  |               |  
|Expected volatility                                        |  | 33.8             | % |  | 21.4  34.8    | %
|Expected life (months)                                     |  | 6                |   |  | 6              |  

In April 2009, the Company offered shares under the employee share-save scheme for U.K. employees.
This plan allows participants the option to purchase shares at 95% of the market price of the stock as of the beginning of the offering period. The term of these options is three years. The share-save scheme is not a safe-harbor design,
and, therefore, compensation cost will be recognized on this plan.

Under the employee share-save scheme, option exercise prices are equal
to the fair market value of the Companys common stock on the date of grant. The Company granted 164,199 options in the six-month period ended May 1, 2009. The weighted-average grant date fair value of options granted during the six-month
period ended May 1, 2009, was $7.49 per share.

The fair value of the awards under the employee share-save scheme was estimated using
a Black-Scholes pricing model which uses the assumptions noted in the following table:



|                                                           |  |                |  
|---------------------------------------------------------- |  | -------------- | -
|                                                           |  | May 1,    2009 |  
|                                                           | 
|Risk-free interest rate (U.S. Treasury zero coupon issues) |  | 0.58           | %
|Expected dividend yield                                    |  |               |  
|Expected volatility                                        |  | 50.08          | %
|Expected life (years)                                      |  | 3              |  

Under the equity incentive plan, option exercise prices are equal to the fair market value of the
Companys common stock on the date of grant. The Company granted 399,400 options and



16



---

349,300 options in the six month periods ended May 1, 2009 and May 2, 2008,
respectively. The weighted-average grant date fair value of options granted during the six month periods ended May 1, 2009, and May 2, 2008, was $15.76 per share and $25.42 per share, respectively.

The fair value of each option granted by the Company was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following
table.



|                                                           |  |                  |   |  |             |  
|---------------------------------------------------------- |  | ---------------- | - |  | ----------- | -
|                                                           |  | Six Months Ended |  
|                                                           |  | May 1,2009       |   |  | May 2,2008  |  
|                                                           |  |                 
|Risk-free interest rate (U.S. Treasury zero coupon issues) |  | 1.43  3.12      | % |  | 3.24  4.53 | %
|Expected dividend yield                                    |  |                 |   |  |            |  
|Expected volatility                                        |  | 36.8  43.1      | % |  | 33.0  42.9 | %
|Expected life (years)                                      |  | 4.5  9.5        |   |  | 2.0  9.5   |  



|12. | The Companys pension plans principally include a U.S. pension plan maintained by Esterline and a non-U.S. plan maintained by CMC. Components of periodic pension cost consisted
of the following:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                                                                                                                                               |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------ | - | ---------------- | - | ------ | ---------- |  | - | ---------- | - |  | - | ------- | -
|(In thousands)                                                                                                                                                                                                                 |  | Three Months Ended |        |   | Six Months Ended |  
|                                                                                                                                                                                                                               |  | May 1,2009         |        |   | May 2,2008       |   |        | May 1,2009 |  |   | May 2,2008 |  
|Components of Net Periodic Pension Cost                                                                                                                                                                                        |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|Service cost                                                                                                                                                                                                                   |  | $                  | 1,444  |   |                  | $ | 1,753  |            |  | $ | 2,919      |   |  | $ | 3,554   |  
|Interest cost                                                                                                                                                                                                                  |  |                    | 4,568  |   |                  |   | 4,272  |            |  |   | 9,143      |   |  |   | 8,661   |  
|Expected return on plan assets                                                                                                                                                                                                 |  |                    | (3,507 | ) |                  |   | (5,504 | )          |  |   | (7,016     | ) |  |   | (11,175 | )
|Amortization of prior service cost                                                                                                                                                                                             |  |                    | 4      |   |                  |   | 4      |            |  |   | 4          |   |  |   | 9       |  
|Amortization of actuarial loss                                                                                                                                                                                                 |  |                    | 1,007  |   |                  |   | 95     |            |  |   | 2,005      |   |  |   | 145     |  
|                                                                                                                                                                                                                               |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|Net Periodic Cost                                                                                                                                                                                                              |  | $                  | 3,516  |   |                  | $ | 620    |            |  | $ | 7,055      |   |  | $ | 1,194   |  
|                                                                                                                                                                                                                               |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|                                                                                                                                                                                                                              
|The Companys principal post-retirement plans include non-U.S. plans, which are non-contributory healthcare and life insurance plans. The components of expense of these other
retirement benefits consisted of the following: | 
|                                                                                                                                                                                                                               |  |                   
|(In thousands)                                                                                                                                                                                                                 |  | Three Months Ended |        |   | Six Months Ended |  
|                                                                                                                                                                                                                               |  | May 1,2009         |        |   | May 2,2008       |   |        | May 1,2009 |  |   | May 2,2008 |  
|Components of Net Periodic Pension Cost                                                                                                                                                                                        |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|Service cost                                                                                                                                                                                                                   |  | $                  | 80     |   |                  | $ | 91     |            |  | $ | 162        |   |  | $ | 190     |  
|Interest cost                                                                                                                                                                                                                  |  |                    | 160    |   |                  |   | 151    |            |  |   | 321        |   |  |   | 317     |  
|Amortization of actuarial loss (gain)                                                                                                                                                                                          |  |                    | (18    | ) |                  |   | 3      |            |  |   | (37        | ) |  |   | 7       |  
|                                                                                                                                                                                                                               |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  
|Net Periodic Cost                                                                                                                                                                                                              |  | $                  | 222    |   |                  | $ | 245    |            |  | $ | 446        |   |  | $ | 514     |  
|                                                                                                                                                                                                                               |  |                    |        |   |                  |   |        |            |  |   |            |   |  |   |         |  



17



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|13. | The Company adopted the required portions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, (Statement No. 157) on
November 1, 2008. Statement No. 157 applies to all assets and liabilities that are being measured and reported at fair value. Statement No. 157 defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. Statement No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. An asset or
liabilitys level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy of fair value measurements is described below:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Level 1  Valuations are based on quoted prices that the Company has the ability to obtain in actively traded markets for identical assets and
liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market or exchange traded market, a valuation of these instruments does not require a significant degree of judgment.

Level 2  Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3  Valuations are based on model-based techniques for which some or all of the assumptions are obtained from indirect market information that is significant to the overall fair value measurement and which require a
significant degree of management judgment.

The following table sets forth the Companys financial assets and liabilities that were
measured at fair value on a recurring basis by level within the fair value hierarchy at May 1, 2009.



|                     |  |         |       
|-------------------- |  | ------- | ------
|(In thousands)       |  | Level 2
|Assets:              |  |         |       
|Embedded Derivatives |  | $       | 1,256 
|Liabilities:         |  |         |       
|Derivative Contracts |  | $       | 11,139

The Companys embedded derivatives are the result of entering into sales or purchase
contracts that are denominated in a currency other than the Companys functional currency or the suppliers or customers functional currency. The fair value is determined by calculating the difference between quoted exchange rates at
the time the contract was entered into and the period end exchange rate. These contracts are categorized as Level 2 in the fair value hierarchy.

The Companys derivative contracts consist of foreign currency exchange contracts. These derivative contracts are over the counter and their fair value is determined using modeling techniques that include market
inputs such as interest rates, yield curves, and currency exchange rates. These contracts are categorized as Level 2 in the fair value hierarchy.



18



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The Company adopted Statement of Financial Accounting Standards No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities, (Statement No. 159) effective November 1, 2008. Statement No. 159 permits entities to elect to measure eligible financial instruments at fair value on an
instrument-by-instrument basis. The adoption of Statement No. 159 had no impact on the consolidated financial position, results of operations or cash flows, as no eligible financial instruments were elected to be measured at fair value under
this guidance.



|14. | The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and interest rate swap contracts for the purpose of minimizing exposure
to changes in foreign currency exchange rates on business transactions and interest rates, respectively. The Companys policy is to execute such instruments with banks the Company believes to be creditworthy and not to enter into derivative
financial instruments for speculative purposes. These derivative financial instruments do not subject the Company to undue risk as gains and losses on these instruments generally offset gains and losses on the underlying assets, liabilities, or
anticipated transactions that are being hedged.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All derivative financial instruments are recorded at fair value in the
Consolidated Balance Sheet. For a derivative that has not been designated as an accounting hedge, the change in the fair value is recognized immediately through earnings. For a derivative that has been designated as accounting hedge of an existing
asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or liability is recognized immediately through earnings. For a derivative designated as an accounting hedge of an anticipated
transaction (a cash flow hedge), the change in the fair value is recorded on the Consolidated Balance Sheet in Accumulated Other Comprehensive Loss (AOCL) to the extent the derivative is effective in mitigating the exposure related to the
anticipated transaction. The change in the fair value related to the ineffective portion of the hedge, if any, is immediately recognized in earnings. The amount recorded within AOCL is reclassified into earnings in the same period during which the
underlying hedged transaction affects earnings. The Company does not exclude any amounts from the measure of effectiveness for both fair value and cash flow hedges.

The fair values of derivative instruments are presented on a gross basis as the Company does not have any derivative contracts which are subject to master netting arrangements. The Company does not have any hedges
with credit-risk-related contingent features or that required the posting of collateral as of May 1, 2009. The cash flows from derivative contracts are recorded in operating activities in the Consolidated Statement of Cash Flows.

Foreign Currency Forward Exchange Contracts

The Company transacts business in various foreign currencies which subjects the Companys cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or
sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates and are used to offset changes in the fair
value of certain assets or liabilities or forecasted cash flows resulting from



19



---

transactions denominated in foreign currencies. As of May 1, 2009 and October 31, 2008, the
Company had outstanding foreign currency forward exchange contracts with notional amounts of $293.8 million and $313.4 million, respectively. These notional values consist primarily of contracts for the European euro, British pound
sterling and Canadian dollar, and are stated in U.S. dollar equivalents at spot exchange rates at the respective dates.

Interest Rate
Swaps

The Company manages its exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt, which
over time should moderate the costs of debt financing. When considered necessary, the Company may use financial instruments in the form of interest rate swap to help meet this objective. At May 1, 2009, the Company does not have any interest
rate swap contracts. A $2.9 million deferred gain on terminated interest rate swap is being amortized in proportion to the repayment of the underlying debt. The gain will be amortized through 2013.

Embedded Derivative Instruments

The
Companys embedded derivatives are the result of entering into sales or purchase contracts that are denominated in a currency other than the Companys functional currency or the suppliers or customers functional currency.

Net Investment Hedge

In February 2006, the Company entered into a term loan for U.K. £57.0 million. The Company designated the term loan a hedge of the investment in a certain U.K. business unit. The foreign currency gain or loss that is effective as
a hedge is reported as a component of other comprehensive income in shareholders equity. To the extent that this hedge is ineffective, the foreign currency gain or loss is recorded in earnings. There was no ineffectiveness in 2009.

Fair Value of Derivative Instruments

Fair values of derivative instruments in the Consolidated Balance Sheet as of May 1, 2009 are as follows:



|                                           |  |                                    |  |           |       
|------------------------------------------ |  | ---------------------------------- |  | --------- | ------
|(In thousands)                             |  | Derivatives                       
|                                           |  | Classification                     |  | FairValue
|Foreign currency forwardexchange contracts |  | Accrued liabilities                |  | $         | 11,139
|Net investment hedge                       |  | Current maturities, long-term debt |  | $         | 11,553
|Net investment hedge                       |  | Long-term debt                     |  | $         | 18,023
|Embedded derivative instruments            |  | Other assets                       |  | $         | 1,256 



20



---

The effect of derivative instruments on the Consolidated Statement of Operations for the three and six
months ended May 1, 2009 is as follows:



|                                                             |  |                        |  |                                     |        |   |                |   |         |  
|------------------------------------------------------------ |  | ---------------------- |  | ----------------------------------- | ------ | - | -------------- | - | ------- | -
|(In thousands)                                               |  |                        |  | Amount of Gain (Loss)at May 1, 2009 |       
|                                                             |  | Location ofGain (Loss) |  | ThreeMonthsEnded                    |        |   | SixMonthsEnded |  
|Fair Value Hedges                                            |  |                        |  |                                     |        |   |                |   |         |  
|Interest rate swap contracts                                 |  | Interest Expense       |  | $                                   | 161    |   |                | $ | 242     |  
|Embedded derivatives                                         |  | Sales                  |  |                                     | (1,986 | ) |                |   | (1,755  | )
|                                                             |  |                        | 
|Cash Flow Hedges                                             |  |                        |  |                                     |        |   |                |   |         |  
|Foreign currency forwardexchange contracts:                  |  |                        |  |                                     |        |   |                |   |         |  
|Amount of gain (loss) recognized in AOCL (effective portion) |  | AOCL                   |  | $                                   | 13,675 |   |                | $ | 14,531  |  
|Amount of gain (loss) reclassified from AOCL into income     |  | Sales                  |  |                                     | (5,574 | ) |                |   | (10,999 | )
|                                                             |  |                        | 
|Net Investment Hedges                                        |  |                        |  |                                     |        |   |                |   |         |  
|U.K. term loan                                               |  | AOCL                   |  | $                                   | (838   | ) |                | $ | 2,612   |  

During the three and six month period ended May 1, 2009, the Company recorded a
$5.4 million gain and a $3.0 million gain on foreign currency forward exchange contracts that have not been designated as an accounting hedge. These foreign currency exchange gains are included in selling, general and administrative
expense.

There was no significant impact to the Companys earnings related to the ineffective portion of any hedging instruments
during the three and six months ended May 1, 2009. In addition, there was no significant impact to the Companys earnings when a hedged firm commitment no longer qualified as a fair value hedge or when a hedged forecasted transaction no
longer qualified as a cash flow hedge during the three and six months ended May 1, 2009.

Cash flow hedges are designated as fair
value hedges once the underlying transaction is recorded on the balance sheet. Amounts included in AOCL are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately $6.2 million of net loss
into earnings over the next 12 months. The maximum duration of a foreign currency cash flow hedge contract at May 1, 2009, is 19 months.



21



---

|15. | Segment information:
|--- | --------------------

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



|                                         |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|---------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------- | ---------- |  | - | ---------- | - |  | - | ------- | -
|(In thousands)                           |  | Three Months Ended |         |   | Six Months Ended |  
|                                         |  | May 1,2009         |         |   | May 2,2008       |   |         | May 1,2009 |  |   | May 2,2008 |  
|Sales                                    |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Avionics & Controls                      |  | $                  | 169,111 |   |                  | $ | 147,174 |            |  | $ | 297,579    |   |  | $ | 290,082 |  
|Sensors & Systems                        |  |                    | 86,755  |   |                  |   | 97,332  |            |  |   | 171,310    |   |  |   | 190,873 |  
|Advanced Materials                       |  |                    | 103,636 |   |                  |   | 113,527 |            |  |   | 200,330    |   |  |   | 234,403 |  
|                                         |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Total Sales                              |  | $                  | 359,502 |   |                  | $ | 358,033 |            |  | $ | 669,219    |   |  | $ | 715,358 |  
|                                         |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|                                         |  |                    |         |  
|Income from Continuing Operations        |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Avionics & Controls                      |  | $                  | 21,685  |   |                  | $ | 17,401  |            |  | $ | 36,160     |   |  | $ | 32,851  |  
|Sensors & Systems                        |  |                    | 9,899   |   |                  |   | 10,467  |            |  |   | 20,151     |   |  |   | 22,835  |  
|Advanced Materials                       |  |                    | 14,359  |   |                  |   | 19,925  |            |  |   | 24,333     |   |  |   | 35,574  |  
|                                         |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|Segment Earnings                         |  |                    | 45,943  |   |                  |   | 47,793  |            |  |   | 80,644     |   |  |   | 91,260  |  
|                                         |  |                    |         |  
|Corporate expense                        |  |                    | (6,258  | ) |                  |   | (9,149  | )          |  |   | (15,930    | ) |  |   | (18,463 | )
|Other expense                            |  |                    | (2,714  | ) |                  |   | (86     | )          |  |   | (7,728     | ) |  |   | (86     | )
|Interest income                          |  |                    | 370     |   |                  |   | 939     |            |  |   | 781        |   |  |   | 2,231   |  
|Interest expense                         |  |                    | (7,610  | ) |                  |   | (7,272  | )          |  |   | (14,346    | ) |  |   | (15,178 | )
|Gain on derivative financial instruments |  |                    |        |   |                  |   |        |            |  |   |           |   |  |   | 1,850   |  
|                                         |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  
|                                         |  | $                  | 29,731  |   |                  | $ | 32,225  |            |  | $ | 43,421     |   |  | $ | 61,614  |  
|                                         |  |                    |         |   |                  |   |         |            |  |   |            |   |  |   |         |  



|16. | The acquisition of Racal was funded from cash proceeds from the sale of U.K.-based Muirhead and Traxsys and the Companys line of credit. Due to holding of pounds sterling to
fund the acquisition during a period of foreign exchange volatility, the Company incurred a $7.9 million foreign currency transaction loss in January 2009, which was recorded in other expense. To facilitate the acquisition of Racal, the Company
executed a $159.7 million U.S. dollar-denominated intercompany loan with a wholly owned subsidiary, of which its functional currency is the pound sterling. The Company was subject to foreign currency exchange risk on this intercompany loan
until bank lender approval was secured to convert the intercompany loan to an investment in subsidiary. On February 24, 2009, lender approval was obtained. From January 30, 2009, to February 24, 2009, the effect of
foreign currency changes resulted in a foreign currency loss of $0.1 million on the intercompany loan. No further foreign currency transaction losses or gains will be recorded because the intercompany loan was converted to an investment in
subsidiary.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17. | The Company paid down £31.0 million of the £57.0 GBP million term loan during the first six months of 2008 and terminated the interest rate swap on the
U.K. pound-denominated note for a gain of $1.9 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22



---

In April 2009, the Company amended the credit facility to provide for a $125.0 million term loan.
The Company used the proceeds from the loan to repay its outstanding borrowings under the revolving credit facility and provide enhanced liquidity. Borrowings under the U.S. Term Loan Facility bear interest at a rate equal to either: (a) the
LIBOR rate plus 2.50% or (b) the Base Rate (defined as the higher of Wachovia Bank, National Associations prime rate and the Federal funds rate plus 0.50%) plus 1.50%. The loan is accruing interest at a variable rate based on
LIBOR plus 2.5% and was 2.82% on May 1, 2009. The principal amount of the U.S. Term Loan Facility is payable quarterly commencing on March 31, 2010, the first four payments equal to 1.25% of the outstanding balance, the following four
payments equal to 2.50%, with a final payment equal to 85.00% on March 13, 2012.



|18. | Construction costs are being incurred related to the Companys construction of a 216,000 square foot manufacturing facility under a 55-year land lease. During the first six
month period of fiscal 2009, the Company recorded $12.0 million as construction in progress along with a corresponding amount recorded as a capital lease obligation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|19. | 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
May 1, 2009, and October 31, 2008, and for the applicable periods ended May 1, 2009, and May 2, 2008, for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the subsidiary
guarantors (Guarantor Subsidiaries) of the Credit Agreement, Senior Subordinated Notes due 2013 (Senior Subordinated Notes) and Senior Notes due 2017 (Senior Notes) which include Advanced Input Devices, Inc., Amtech Automated Manufacturing
Technology, Angus Electronics Co., Armtec Countermeasures Co., Armtec Countermeasures TNO Co., Armtec Defense Products Co., AVISTA, Incorporated, BVR Technologies Co., CMC DataComm Inc., CMC Electronics Acton Inc., CMC
Electronics Aurora Inc., EA Technologies Corporation, Equipment Sales Co., Esterline Canadian Holding Corporation, Esterline International Company, Esterline Sensors Services Americas, Inc., Esterline Technologies Holdings Limited, Esterline
Technologies Ltd. (England), H.A. Sales Co., Hauser Inc., Hytek Finishes Co., Janco Corporation, Kirkhill-TA Co., Korry Electronics Co., Leach Holding Corporation, Leach International Corporation, Leach International Mexico S. de
R.L. de C.V. (Mexico), Leach Technology Group, Inc., Mason Electric Co., MC Tech Co., Memtron Technologies Co., NMC Group, Inc., Norwich Aero Products, Inc., Palomar Products, Inc., Pressure Systems, Inc., Pressure Systems
International, Inc., Racal Acoustics Inc., UMM Electronics Inc., and (c) on a combined basis, the subsidiary non-guarantors (Non-Guarantor Subsidiaries), which include Acoustics Holdco Limited, Auxitrol S.A., BAE Systems Canada/Air TV
LLC, CMC Electronics Inc., CMC Electronics ME Inc., Darchem Engineering Ltd., Darchem Holding Ltd., Esterline Acquisition Ltd., Esterline Canadian Acquisition Corporation, Esterline Canada Limited Partnership, Esterline Foreign Sales Corporation,
Esterline Input Devices Asia Ltd., Esterline Input Devices (Shanghai) Ltd., Esterline Mexico S. de R.L. de C.V., Esterline Sensors Services Asia PTE Ltd., Esterline Technologies Acquisition Ltd., Esterline Technologies Denmark ApS, Esterline
Technologies Europe Limited, Guizhou Leach-Tianyi Aviation Electrical Company Ltd., Leach International Asia-Pacific Ltd., Leach International Europe S.A., Leach International Germany GmbH,
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23



---

Leach International U.K. Ltd., Leach Italia Srl., LRE Medical GmbH, Pressure Systems International Ltd.,
Rag Newco Ltd., Racal Acoustics Global Ltd., Racal Acoustics Group Ltd., Racal Acoustics Holdings Limited, Racal Acoustics Limited, TA Mfg. Ltd., UKCI Limited, Wallop Defence Systems Ltd., Wallop Industries Ltd., Weston Aero 2003, and Weston
Aerospace Ltd. Muirhead Aerospace Limited (Muirhead), Norcroft Dynamics Ltd. (Norcroft), and Traxsys Input Products Ltd. (Traxsys), were Non-Guarantor Subsidiaries as of October 31, 2008. As explained in Note 9, Muirhead, Norcroft,
and Traxsys were sold on November 3, 2008, and, accordingly, Muirhead, Norcroft, and Traxsys were excluded from the Condensed Consolidating Balance Sheet at May 1, 2009, and accounted for as a discontinued operation in the Condensed
Consolidating Statement of Operations and Cash Flows for the six month periods ended May 1, 2009, and May 2, 2008. The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation
and have fully and unconditionally, jointly and severally, guaranteed the Credit Agreement, the Senior Notes and Senior Subordinated Notes.



24



---

Condensed Consolidating Balance Sheet as of May 1, 2009



|                                   |  |        |           |   |                       |   |                           |  |              |           |  |       |            |   |  |   |          
|---------------------------------- |  | ------ | --------- | - | --------------------- | - | ------------------------- |  | ------------ | --------- |  | ----- | ---------- | - |  | - | ---------
|(In thousands)                     |  |        |           |   |                       |   |                           |  |              |           |  |      
|                                   |  | Parent |           |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |           |  | Total
|                                   |  |        |           |   |                      
|Assets                             |  |        |           |   |                       |   |                           |  |              |           |  |       |            |   |  |   |          
|                                   |  |        |           |   |                      
|Current Assets                     |  |        |           |   |                       |   |                           |  |              |           |  |       |            |   |  |   |          
|Cash and cash equivalents          |  | $      | 38,330    |   |                       | $ | 2,440                     |  | $            | 74,636    |  | $     |           |   |  | $ | 115,406  
|Accounts receivable, net           |  |        | 840       |   |                       |   | 119,604                   |  |              | 146,145   |  |       |           |   |  |   | 266,589  
|Inventories                        |  |        |          |   |                       |   | 138,471                   |  |              | 147,723   |  |       |           |   |  |   | 286,194  
|Income tax refundable              |  |        |          |   |                       |   |                          |  |              | 7,635     |  |       |           |   |  |   | 7,635    
|Deferred income tax benefits       |  |        | 22,626    |   |                       |   | 80                        |  |              | 13,726    |  |       |           |   |  |   | 36,432   
|Prepaid expenses                   |  |        | (1,825    | ) |                       |   | 6,057                     |  |              | 10,804    |  |       |           |   |  |   | 15,036   
|Other current assets               |  |        |          |   |                       |   |                          |  |              | 55        |  |       |           |   |  |   | 55       
|                                  
|Total Current Assets               |  |        | 59,971    |   |                       |   | 266,652                   |  |              | 400,724   |  |       |           |   |  |   | 727,347  
|                                   |  |        |           |   |                      
|Property, Plant & Equipment, Net   |  |        | 1,551     |   |                       |   | 130,883                   |  |              | 87,386    |  |       |           |   |  |   | 219,820  
|Goodwill                           |  |        |          |   |                       |   | 251,094                   |  |              | 439,424   |  |       |           |   |  |   | 690,518  
|Intangibles, Net                   |  |        | 39        |   |                       |   | 104,155                   |  |              | 305,856   |  |       |           |   |  |   | 410,050  
|Debt Issuance Costs, Net           |  |        | 8,151     |   |                       |   |                          |  |              |          |  |       |           |   |  |   | 8,151    
|Deferred Income Tax Benefits       |  |        | 24,675    |   |                       |   | 5,872                     |  |              | 30,050    |  |       |           |   |  |   | 60,597   
|Other Assets                       |  |        | 167       |   |                       |   | 1,809                     |  |              | 36,161    |  |       |           |   |  |   | 38,137   
|Amounts Due (To) From Subsidiaries |  |        | 23,356    |   |                       |   |                          |  |              |          |  |       | (23,356    | ) |  |   |         
|Investment in Subsidiaries         |  |        | 1,567,432 |   |                       |   | 232,289                   |  |              | 187,743   |  |       | (1,987,464 | ) |  |   |         
|                                  
|Total Assets                       |  | $      | 1,685,342 |   |                       | $ | 992,754                   |  | $            | 1,487,344 |  | $     | (2,010,820 | ) |  | $ | 2,154,620
|                                  



25



---

|                                           |  |        |           |   |                       |   |         |                           |  |              |           |  |       |            |   |  |   |          
|------------------------------------------ |  | ------ | --------- | - | --------------------- | - | ------- | ------------------------- |  | ------------ | --------- |  | ----- | ---------- | - |  | - | ---------
|(In thousands)                             |  |        |           |   |                       |   |         |                           |  |              |           |  |      
|                                           |  | Parent |           |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  | Eliminations |           |  | Total
|                                           |  |        |           |  
|Liabilities and Shareholders Equity       |  |        |           |   |                       |   |         |                           |  |              |           |  |       |            |  
|                                           |  |        |           |   |                      
|Current Liabilities                        |  |        |           |   |                       |   |         |                           |  |              |           |  |       |            |   |  |   |          
|Accounts payable                           |  | $      | 3,308     |   |                       | $ | 26,152  |                           |  | $            | 48,745    |  | $     |           |   |  | $ | 78,205   
|Accrued liabilities                        |  |        | 11,207    |   |                       |   | 58,997  |                           |  |              | 130,870   |  |       |           |   |  |   | 201,074  
|Credit facilities                          |  |        |          |   |                       |   |        |                           |  |              | 2,398     |  |       |           |   |  |   | 2,398    
|Current maturities of long-term debt       |  |        | 11,553    |   |                       |   | 470     |                           |  |              | 459       |  |       |           |   |  |   | 12,482   
|Deferred income tax liabilities            |  |        | 2,123     |   |                       |   |        |                           |  |              | 1,746     |  |       |           |   |  |   | 3,869    
|Federal and foreign income taxes           |  |        | (11,049   | ) |                       |   | (4,827  | )                         |  |              | 16,192    |  |       |           |   |  |   | 316      
|                                          
|Total Current Liabilities                  |  |        | 17,142    |   |                       |   | 80,792  |                           |  |              | 200,410   |  |       |           |   |  |   | 298,344  
|                                           |  |        |           |   |                      
|Long-Term Debt, Net                        |  |        | 493,023   |   |                       |   | 20,252  |                           |  |              | 284       |  |       |           |   |  |   | 513,559  
|Deferred Income Tax Liabilities            |  |        | 27,167    |   |                       |   | 5,870   |                           |  |              | 89,462    |  |       |           |   |  |   | 122,499  
|Pension and Post-Retirement Obligations    |  |        | 22,865    |   |                       |   | 31,993  |                           |  |              | 20,057    |  |       |           |   |  |   | 74,915   
|Other Liabilities                          |  |        |          |   |                       |   |        |                           |  |              | 48,537    |  |       |           |   |  |   | 48,537   
|Amounts Due To (From) Subsidiaries         |  |        | 31,288    |   |                       |   | 43,416  |                           |  |              | 87,343    |  |       | (162,047   | ) |  |   |         
|Minority Interest                          |  |        |          |   |                       |   |        |                           |  |              | 2,909     |  |       |           |   |  |   | 2,909    
|Shareholders Equity                       |  |        | 1,093,857 |   |                       |   | 810,431 |                           |  |              | 1,038,342 |  |       | (1,848,773 | ) |  |   | 1,093,857
|                                          
|Total Liabilities and Shareholders Equity |  | $      | 1,685,342 |   |                       | $ | 992,754 |                           |  | $            | 1,487,344 |  | $     | (2,010,820 | ) |  | $ | 2,154,620
|                                          



26



---

Condensed Consolidating Statement of Operations for the three month period ended May 1, 2009.



|                                                                  |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|----------------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|(In thousands)                                                    |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |        
|                                                                  |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|                                                                  |  |        |        |   |                      
|Net Sales                                                         |  | $      |       |   |                       | $ | 201,402 |                           |  | $ | 158,361      |   |  | $     | (261    | ) |  | $ | 359,502 |  
|Cost of Sales                                                     |  |        |       |   |                       |   | 133,132 |                           |  |   | 114,033      |   |  |       | (261    | ) |  |   | 246,904 |  
|                                                                  | 
|                                                                  |  |        |       |   |                       |   | 68,270  |                           |  |   | 44,328       |   |  |       |        |   |  |   | 112,598 |  
|Expenses                                                          |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Selling, general and administrative                               |  |        |       |   |                       |   | 29,404  |                           |  |   | 25,215       |   |  |       |        |   |  |   | 54,619  |  
|Research, development and engineering                             |  |        |       |   |                       |   | 7,767   |                           |  |   | 10,527       |   |  |       |        |   |  |   | 18,294  |  
|                                                                  | 
|Total Expenses                                                    |  |        |       |   |                       |   | 37,171  |                           |  |   | 35,742       |   |  |       |        |   |  |   | 72,913  |  
|Other                                                             |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Other expense (income)                                            |  |        | 2,664  |   |                       |   | (31     | )                         |  |   | 81           |   |  |       |        |   |  |   | 2,714   |  
|                                                                  | 
|Total Other                                                       |  |        | 2,664  |   |                       |   | (31     | )                         |  |   | 81           |   |  |       |        |   |  |   | 2,714   |  
|                                                                  | 
|Operating Earnings From Continuing Operations                     |  |        | (2,664 | ) |                       |   | 31,130  |                           |  |   | 8,505        |   |  |       |        |   |  |   | 36,971  |  
|                                                                  |  |        |        |   |                      
|Interest income                                                   |  |        | (5,983 | ) |                       |   | (1,116  | )                         |  |   | (8,769       | ) |  |       | 15,498  |   |  |   | (370    | )
|Interest expense                                                  |  |        | 7,270  |   |                       |   | 6,114   |                           |  |   | 9,724        |   |  |       | (15,498 | ) |  |   | 7,610   |  
|                                                                  | 
|Other (Income) Expense, Net                                       |  |        | 1,287  |   |                       |   | 4,998   |                           |  |   | 955          |   |  |       |        |   |  |   | 7,240   |  
|                                                                  | 
|                                                                  |  |        |        |   |                      
|Income (Loss) From Continuing Operations Before Taxes             |  |        | (3,951 | ) |                       |   | 26,132  |                           |  |   | 7,550        |   |  |       |        |   |  |   | 29,731  |  
|Income Tax Expense (Benefit)                                      |  |        | (445   | ) |                       |   | 3,409   |                           |  |   | 1,352        |   |  |       |        |   |  |   | 4,316   |  
|                                                                  | 
|Income (Loss) From Continuing Operations Before Minority Interest |  |        | (3,506 | ) |                       |   | 22,723  |                           |  |   | 6,198        |   |  |       |        |   |  |   | 25,415  |  
|Minority Interest                                                 |  |        |       |   |                       |   |        |                           |  |   | (77          | ) |  |       |        |   |  |   | (77     | )
|                                                                  | 
|Income (Loss) From Continuing Operations                          |  |        | (3,506 | ) |                       |   | 22,723  |                           |  |   | 6,121        |   |  |       |        |   |  |   | 25,338  |  
|Income From Discontinued Operations, Net of Tax                   |  |        |       |   |                       |   | 375     |                           |  |   |             |   |  |       |        |   |  |   | 375     |  
|Equity in Net Income of Consolidated Subsidiaries                 |  |        | 29,219 |   |                       |   | 6,564   |                           |  |   | (1,001       | ) |  |       | (34,782 | ) |  |   |        |  
|                                                                  | 
|Net Income (Loss)                                                 |  | $      | 25,713 |   |                       | $ | 29,662  |                           |  | $ | 5,120        |   |  | $     | (34,782 | ) |  | $ | 25,713  |  
|                                                                  | 



27



---

Condensed Consolidating Statement of Operations for the six month period ended May 1, 2009.



|                                                                  |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|----------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|(In thousands)                                                    |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |        
|                                                                  |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|                                                                  |  |        |         |   |                      
|Net Sales                                                         |  | $      |        |   |                       | $ | 388,582 |                           |  | $ | 281,175      |   |  | $     | (538    | ) |  | $ | 669,219 |  
|Cost of Sales                                                     |  |        |        |   |                       |   | 258,277 |                           |  |   | 196,730      |   |  |       | (538    | ) |  |   | 454,469 |  
|                                                                  | 
|                                                                  |  |        |        |   |                       |   | 130,305 |                           |  |   | 84,445       |   |  |       |        |   |  |   | 214,750 |  
|Expenses                                                          |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Selling, general and administrative                               |  |        |        |   |                       |   | 61,784  |                           |  |   | 52,560       |   |  |       |        |   |  |   | 114,344 |  
|Research, development and engineering                             |  |        |        |   |                       |   | 15,434  |                           |  |   | 20,258       |   |  |       |        |   |  |   | 35,692  |  
|                                                                  | 
|Total Expenses                                                    |  |        |        |   |                       |   | 77,218  |                           |  |   | 72,818       |   |  |       |        |   |  |   | 150,036 |  
|Other                                                             |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Other expense (income)                                            |  |        | 3,914   |   |                       |   | 10,656  |                           |  |   | (6,842       | ) |  |       |        |   |  |   | 7,728   |  
|                                                                  | 
|Total Other                                                       |  |        | 3,914   |   |                       |   | 10,656  |                           |  |   | (6,842       | ) |  |       |        |   |  |   | 7,728   |  
|                                                                  | 
|Operating Earnings From Continuing Operations                     |  |        | (3,914  | ) |                       |   | 42,431  |                           |  |   | 18,469       |   |  |       |        |   |  |   | 56,986  |  
|                                                                  |  |        |         |   |                      
|Interest income                                                   |  |        | (11,207 | ) |                       |   | (2,223  | )                         |  |   | (16,141      | ) |  |       | 28,790  |   |  |   | (781    | )
|Interest expense                                                  |  |        | 13,594  |   |                       |   | 11,237  |                           |  |   | 18,305       |   |  |       | (28,790 | ) |  |   | 14,346  |  
|                                                                  | 
|Other (Income) Expense, Net                                       |  |        | 2,387   |   |                       |   | 9,014   |                           |  |   | 2,164        |   |  |       |        |   |  |   | 13,565  |  
|                                                                  | 
|                                                                  |  |        |         |   |                      
|Income (Loss) From Continuing Operations Before Taxes             |  |        | (6,301  | ) |                       |   | 33,417  |                           |  |   | 16,305       |   |  |       |        |   |  |   | 43,421  |  
|Income Tax Expense (Benefit)                                      |  |        | (888    | ) |                       |   | 2,742   |                           |  |   | 4,630        |   |  |       |        |   |  |   | 6,484   |  
|                                                                  | 
|Income (Loss) From Continuing Operations Before Minority Interest |  |        | (5,413  | ) |                       |   | 30,675  |                           |  |   | 11,675       |   |  |       |        |   |  |   | 36,937  |  
|Minority Interest                                                 |  |        |        |   |                       |   |        |                           |  |   | (112         | ) |  |       |        |   |  |   | (112    | )
|                                                                  | 
|Income (Loss) From Continuing Operations                          |  |        | (5,413  | ) |                       |   | 30,675  |                           |  |   | 11,563       |   |  |       |        |   |  |   | 36,825  |  
|Income From Discontinued Operations, Net of Tax                   |  |        |        |   |                       |   | 15,831  |                           |  |   |             |   |  |       |        |   |  |   | 15,831  |  
|Equity in Net Income of Consolidated Subsidiaries                 |  |        | 58,069  |   |                       |   | 7,843   |                           |  |   | 5,345        |   |  |       | (71,257 | ) |  |   |        |  
|                                                                  | 
|Net Income (Loss)                                                 |  | $      | 52,656  |   |                       | $ | 54,349  |                           |  | $ | 16,908       |   |  | $     | (71,257 | ) |  | $ | 52,656  |  
|                                                                  | 



28



---

Condensed Consolidating Statement of Cash Flows for the six month period ended May 1, 2009.



|                                                                           |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |          |  
|-------------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | -------- | -
|(In thousands)                                                             |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |        
|                                                                           |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|                                                                           |  |        |        
|Cash Flows Provided (Used) by Operating Activities                         |  |        |         |   |                       |   |         |                           |  |   |              |   | 
|Net earnings (loss)                                                        |  | $      | 52,656  |   |                       | $ | 54,349  |                           |  | $ | 16,908       |   |  | $     | (71,257 | ) |  | $ | 52,656   |  
|Minority interest                                                          |  |        |        |   |                       |   |        |                           |  |   | 112          |   |  |       |        |   |  |   | 112      |  
|Depreciation & amortization                                                |  |        |        |   |                       |   | 15,125  |                           |  |   | 15,930       |   |  |       |        |   |  |   | 31,055   |  
|Deferred income taxes                                                      |  |        | (1,914  | ) |                       |   | (82     | )                         |  |   | (3,707       | ) |  |       |        |   |  |   | (5,703   | )
|Share-based compensation                                                   |  |        |        |   |                       |   | 2,012   |                           |  |   | 1,725        |   |  |       |        |   |  |   | 3,737    |  
|Gain on sale of discontinued operation                                     |  |        |        |   |                       |   | (26,481 | )                         |  |   |             |   |  |       |        |   |  |   | (26,481  | )
|Working capital changes, net of effect of acquisitions Accounts receivable |  |        | (635    | ) |                       |   | 10,603  |                           |  |   | 31,538       |   |  |       |        |   |  |   | 41,506   |  
|Inventories                                                                |  |        |        |   |                       |   | (6,352  | )                         |  |   | (12,145      | ) |  |       |        |   |  |   | (18,497  | )
|Prepaid expenses                                                           |  |        | 1,851   |   |                       |   | (1,381  | )                         |  |   | (2,615       | ) |  |       |        |   |  |   | (2,145   | )
|Other current assets                                                       |  |        |        |   |                       |   |        |                           |  |   | 870          |   |  |       |        |   |  |   | 870      |  
|Accounts payable                                                           |  |        | 80      |   |                       |   | (4,645  | )                         |  |   | (14,935      | ) |  |       |        |   |  |   | (19,500  | )
|Accrued liabilities                                                        |  |        | (3,589  | ) |                       |   | (10,477 | )                         |  |   | 2,576        |   |  |       |        |   |  |   | (11,490  | )
|Federal & foreign income taxes                                             |  |        | (15,071 | ) |                       |   | 5,125   |                           |  |   | 662          |   |  |       |        |   |  |   | (9,284   | )
|Other liabilities                                                          |  |        | 6,201   |   |                       |   | (126    | )                         |  |   | 1,884        |   |  |       |        |   |  |   | 7,959    |  
|Other, net                                                                 |  |        | (494    | ) |                       |   | 19      |                           |  |   | (4,033       | ) |  |       |        |   |  |   | (4,508   | )
|                                                                           | 
|                                                                           |  |        | 39,085  |   |                       |   | 37,689  |                           |  |   | 34,770       |   |  |       | (71,257 | ) |  |   | 40,287   |  
|                                                                           |  |        |        
|Cash Flows Provided (Used) by Investing Activities                         |  |        |         |   |                       |   |         |                           |  |   |              |   | 
|Purchases of capital assets                                                |  |        | (2      | ) |                       |   | (12,998 | )                         |  |   | (7,884       | ) |  |       |        |   |  |   | (20,884  | )
|Proceeds from sale of discontinued operation, net of cash                  |  |        |        |   |                       |   | 62,944  |                           |  |   |             |   |  |       |        |   |  |   | 62,944   |  
|Proceeds from sale of capital assets                                       |  |        |        |   |                       |   | 323     |                           |  |   | 42           |   |  |       |        |   |  |   | 365      |  
|Acquisitions of businesses, net of cash acquired                           |  |        |        |   |                       |   | (89,635 | )                         |  |   | (161,186     | ) |  |       |        |   |  |   | (250,821 | )
|                                                                           | 
|                                                                           |  |        | (2      | ) |                       |   | (39,366 | )                         |  |   | (169,028     | ) |  |       |        |   |  |   | (208,396 | )



29



---

|                                                               |  |        |          |   |                       |   |         |                           |  |   |              |   |       |   |        |  |   |         |  
|-------------------------------------------------------------- |  | ------ | -------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - | ----- | - | ------ |  | - | ------- | -
|(In thousands)                                                 |  |        |          |   |                       |   |         |                           |  |   |              |   |       |  
|                                                               |  | Parent |          |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Total |  
|                                                               |  |        |         
|Cash Flows Provided (Used) by Financing Activities             |  |        |          |   |                       |   |         |                           |  |   |              |  
|Proceeds provided by stock issuance under employee stock plans |  |        | 2,121    |   |                       |   |        |                           |  |   |             |   |       |   |       |  |   | 2,121   |  
|Excess tax benefits from stock options exercised               |  |        | 8        |   |                       |   |        |                           |  |   |             |   |       |   |       |  |   | 8       |  
|Debt and other issuance costs                                  |  |        | (1,304   | ) |                       |   |        |                           |  |   |             |   |       |   |       |  |   | (1,304  | )
|Net change in credit facilities                                |  |        |         |   |                       |   |        |                           |  |   | (2,818       | ) |       |   |       |  |   | (2,818  | )
|Proceeds from issuance of long-term debt                       |  |        | 125,000  |   |                       |   |        |                           |  |   |             |   |       |   |       |  |   | 125,000 |  
|Repayment of long-term debt                                    |  |        | (9       | ) |                       |   | (413    | )                         |  |   | (309         | ) |       |   |       |  |   | (731    | )
|Net change in intercompany financing                           |  |        | (207,455 | ) |                       |   | (17,358 | )                         |  |   | 153,556      |   |       |   | 71,257 |  |   |        |  
|                                                               | 
|                                                               |  |        | (81,639  | ) |                       |   | (17,771 | )                         |  |   | 150,429      |   |       |   | 71,257 |  |   | 122,276 |  
|                                                               |  |        |          |   |                      
|Effect of foreign exchange rates on cash                       |  |        | 2        |   |                       |   | (25     | )                         |  |   | 617          |   |       |   |       |  |   | 594     |  
|                                                               | 
|                                                               |  |        |          |   |                      
|Net increase (decrease) in cash and cash equivalents           |  |        | (42,554  | ) |                       |   | (19,473 | )                         |  |   | 16,788       |   |       |   |       |  |   | (45,239 | )
|Cash and cash equivalents  beginning of year                  |  |        | 80,884   |   |                       |   | 21,913  |                           |  |   | 57,848       |   |       |   |       |  |   | 160,645 |  
|                                                               | 
|Cash and cash equivalents end of year                         |  | $      | 38,330   |   |                       | $ | 2,440   |                           |  | $ | 74,636       |   |       | $ |       |  | $ | 115,406 |  
|                                                               | 



30



---

Condensed Consolidating Balance Sheet as of October 31, 2008



|                                   |  |        |           |                       |   |         |                           |  |   |              |   |  |       |            |   |  |   |          
|---------------------------------- |  | ------ | --------- | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|(In thousands)                     |  |        |           |                       |   |         |                           |  |   |              |   |  |      
|                                   |  | Parent |           | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total
|                                   |  |        |           |                       |  
|Assets                             |  |        |           |                       |   |         |                           |  |   |              |   |  |       |            |   |  |   |          
|                                   |  |        |           |                       |  
|Current Assets                     |  |        |           |                       |   |         |                           |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents          |  | $      | 80,884    |                       | $ | 21,913  |                           |  | $ | 57,848       |   |  | $     |           |   |  | $ | 160,645  
|Accounts receivable, net           |  |        | 205       |                       |   | 127,583 |                           |  |   | 169,718      |   |  |       |           |   |  |   | 297,506  
|Inventories                        |  |        |          |                       |   | 127,216 |                           |  |   | 134,757      |   |  |       |           |   |  |   | 261,973  
|Income tax refundable              |  |        |          |                       |   | 13,664  |                           |  |   | (8,097       | ) |  |       |           |   |  |   | 5,567    
|Deferred income tax benefits       |  |        | 30,034    |                       |   | (1      | )                         |  |   | 7,669        |   |  |       |           |   |  |   | 37,702   
|Prepaid expenses                   |  |        | 26        |                       |   | 4,584   |                           |  |   | 8,430        |   |  |       |           |   |  |   | 13,040   
|Other current assets               |  |        |          |                       |   |        |                           |  |   | 897          |   |  |       |           |   |  |   | 897      
|                                  
|Total Current Assets               |  |        | 111,149   |                       |   | 294,959 |                           |  |   | 371,222      |   |  |       |           |   |  |   | 777,330  
|                                   |  |        |           |                       |  
|Property, Plant & Equipment, Net   |  |        | 1,821     |                       |   | 112,782 |                           |  |   | 89,859       |   |  |       |           |   |  |   | 204,462  
|Goodwill                           |  |        |          |                       |   | 209,605 |                           |  |   | 367,256      |   |  |       |           |   |  |   | 576,861  
|Intangibles, Net                   |  |        |          |                       |   | 70,013  |                           |  |   | 220,427      |   |  |       |           |   |  |   | 290,440  
|Debt Issuance Costs, Net           |  |        | 7,587     |                       |   |        |                           |  |   |             |   |  |       |           |   |  |   | 7,587    
|Deferred Income Tax Benefits       |  |        | 18,082    |                       |   | 5,810   |                           |  |   | 31,929       |   |  |       |           |   |  |   | 55,821   
|Other Assets                       |  |        | 1,490     |                       |   | 1,857   |                           |  |   | 6,254        |   |  |       |           |   |  |   | 9,601    
|Amounts Due To (From) Subsidiaries |  |        |          |                       |   | 62,609  |                           |  |   |             |   |  |       | (62,609    | ) |  |   |         
|Investment in Subsidiaries         |  |        | 1,422,684 |                       |   | 221,267 |                           |  |   | 126,657      |   |  |       | (1,770,608 | ) |  |   |         
|                                  
|Total Assets                       |  | $      | 1,562,813 |                       | $ | 978,902 |                           |  | $ | 1,213,604    |   |  | $     | (1,833,217 | ) |  | $ | 1,922,102
|                                  



31



---

|                                           |  |        |           |                       |   |                           |  |   |              |   |  |       |            |   |  |   |          
|------------------------------------------ |  | ------ | --------- | --------------------- | - | ------------------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|(In thousands)                             |  |        |           |                       |   |                           |  |   |              |   |  |      
|                                           |  | Parent |           | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total
|                                           |  |        |           |                      
|Liabilities and Shareholders Equity       |  |        |           |                       |   |                           |  |   |              |   |  |       |            |  
|                                           |  |        |           |                       |  
|Current Liabilities                        |  |        |           |                       |   |                           |  |   |              |   |  |       |            |   |  |   |          
|Accounts payable                           |  | $      | 510       |                       | $ | 30,077                    |  | $ | 59,220       |   |  | $     |           |   |  | $ | 89,807   
|Accrued liabilities                        |  |        | 14,796    |                       |   | 68,924                    |  |   | 126,702      |   |  |       |           |   |  |   | 210,422  
|Credit facilities                          |  |        |          |                       |   |                          |  |   | 5,171        |   |  |       |           |   |  |   | 5,171    
|Current maturities of long-term debt       |  |        | 6,983     |                       |   | 740                       |  |   | 665          |   |  |       |           |   |  |   | 8,388    
|Deferred income tax liabilities            |  |        | 2,889     |                       |   |                          |  |   |             |   |  |       |           |   |  |   | 2,889    
|Federal and foreign income taxes           |  |        | 4,022     |                       |   | 730                       |  |   | (310         | ) |  |       |           |   |  |   | 4,442    
|                                          
|Total Current Liabilities                  |  |        | 29,200    |                       |   | 100,471                   |  |   | 191,448      |   |  |       |           |   |  |   | 321,119  
|                                           |  |        |           |                       |  
|Long-Term Debt, Net                        |  |        | 379,493   |                       |   | 8,408                     |  |   | 347          |   |  |       |           |   |  |   | 388,248  
|Deferred Income Tax Liabilities            |  |        | 28,152    |                       |   | 6,042                     |  |   | 63,636       |   |  |       |           |   |  |   | 97,830   
|Pension and Post-Retirement Obligations    |  |        | 8,890     |                       |   | 32,018                    |  |   | 28,058       |   |  |       |           |   |  |   | 68,966   
|Other Liabilities                          |  |        | 7,774     |                       |   |                          |  |   | 9,027        |   |  |       |           |   |  |   | 16,801   
|Amounts Due To (From) Subsidiaries         |  |        | 82,963    |                       |   |                          |  |   | 129,217      |   |  |       | (212,180   | ) |  |   |         
|Minority Interest                          |  |        |          |                       |   |                          |  |   | 2,797        |   |  |       |           |   |  |   | 2,797    
|Shareholders Equity                       |  |        | 1,026,341 |                       |   | 831,963                   |  |   | 789,074      |   |  |       | (1,621,037 | ) |  |   | 1,026,341
|                                          
|Total Liabilities and Shareholders Equity |  | $      | 1,562,813 |                       | $ | 978,902                   |  | $ | 1,213,604    |   |  | $     | (1,833,217 | ) |  | $ | 1,922,102
|                                          



32



---

Condensed Consolidating Statement of Operations for the three month period ended May 2, 2008.



|                                                                  |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|----------------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|(In thousands)                                                    |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |        
|                                                                  |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|                                                                  |  |        |        |   |                      
|Net Sales                                                         |  | $      |       |   |                       | $ | 213,955 |                           |  | $ | 150,250      |   |  | $     | (6,172  | ) |  | $ | 358,033 |  
|Cost of Sales                                                     |  |        |       |   |                       |   | 141,943 |                           |  |   | 100,875      |   |  |       | (6,172  | ) |  |   | 236,646 |  
|                                                                  | 
|                                                                  |  |        |       |   |                       |   | 72,012  |                           |  |   | 49,375       |   |  |       |        |   |  |   | 121,387 |  
|Expenses                                                          |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Selling, general and administrative                               |  |        |       |   |                       |   | 29,294  |                           |  |   | 28,403       |   |  |       |        |   |  |   | 57,697  |  
|Research, development and engineering                             |  |        |       |   |                       |   | 6,370   |                           |  |   | 18,676       |   |  |       |        |   |  |   | 25,046  |  
|                                                                  | 
|Total Expenses                                                    |  |        |       |   |                       |   | 35,664  |                           |  |   | 47,079       |   |  |       |        |   |  |   | 82,743  |  
|Other                                                             |  |        |        |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Other expense (income)                                            |  |        | 90     |   |                       |   | 1       |                           |  |   | (5           | ) |  |       |        |   |  |   | 86      |  
|                                                                  | 
|Total Other                                                       |  |        | 90     |   |                       |   | 1       |                           |  |   | (5           | ) |  |       |        |   |  |   | 86      |  
|                                                                  | 
|Operating Earnings From Continuing Operations                     |  |        | (90    | ) |                       |   | 36,347  |                           |  |   | 2,301        |   |  |       |        |   |  |   | 38,558  |  
|                                                                  |  |        |        |   |                      
|Interest income                                                   |  |        | (5,196 | ) |                       |   | (947    | )                         |  |   | (9,912       | ) |  |       | 15,116  |   |  |   | (939    | )
|Interest expense                                                  |  |        | 6,950  |   |                       |   | 5,330   |                           |  |   | 10,108       |   |  |       | (15,116 | ) |  |   | 7,272   |  
|Gain on derivative financial instrument                           |  |        |       |   |                       |   |        |                           |  |   |             |   |  |       |        |   |  |   |        |  
|                                                                  | 
|Other Expense, Net                                                |  |        | 1,754  |   |                       |   | 4,383   |                           |  |   | 196          |   |  |       |        |   |  |   | 6,333   |  
|                                                                  | 
|                                                                  |  |        |        |   |                      
|Income (Loss) From Continuing Operations Before Taxes             |  |        | (1,844 | ) |                       |   | 31,964  |                           |  |   | 2,105        |   |  |       |        |   |  |   | 32,225  |  
|Income Tax Expense (Benefit)                                      |  |        | (422   | ) |                       |   | 7,338   |                           |  |   | 1,191        |   |  |       |        |   |  |   | 8,107   |  
|                                                                  | 
|Income (Loss) From Continuing Operations Before Minority Interest |  |        | (1,422 | ) |                       |   | 24,626  |                           |  |   | 914          |   |  |       |        |   |  |   | 24,118  |  
|Minority Interest                                                 |  |        |       |   |                       |   |        |                           |  |   | (171         | ) |  |       |        |   |  |   | (171    | )
|                                                                  | 
|Income (Loss) From Continuing Operations                          |  |        | (1,422 | ) |                       |   | 24,626  |                           |  |   | 743          |   |  |       |        |   |  |   | 23,947  |  
|Income From Discontinued Operations, Net of Tax                   |  |        |       |   |                       |   |        |                           |  |   | 1,238        |   |  |       |        |   |  |   | 1,238   |  
|Equity in Net Income of Consolidated Subsidiaries                 |  |        | 26,607 |   |                       |   | 4,038   |                           |  |   | (693         | ) |  |       | (29,952 | ) |  |   |        |  
|                                                                  | 
|Net Income (Loss)                                                 |  | $      | 25,185 |   |                       | $ | 28,664  |                           |  | $ | 1,288        |   |  | $     | (29,952 | ) |  | $ | 25,185  |  
|                                                                  | 



33



---

Condensed Consolidating Statement of Operations for the six month period ended May 2, 2008.



|                                                                  |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|----------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|(In thousands)                                                    |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |        
|                                                                  |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|                                                                  |  |        |         |   |                      
|Net Sales                                                         |  | $      |        |   |                       | $ | 415,795 |                           |  | $ | 312,388      |   |  | $     | (12,825 | ) |  | $ | 715,358 |  
|Cost of Sales                                                     |  |        |        |   |                       |   | 280,995 |                           |  |   | 210,588      |   |  |       | (12,825 | ) |  |   | 478,758 |  
|                                                                  | 
|                                                                  |  |        |        |   |                       |   | 134,800 |                           |  |   | 101,800      |   |  |       |        |   |  |   | 236,600 |  
|Expenses                                                          |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Selling, general and administrative                               |  |        |        |   |                       |   | 59,640  |                           |  |   | 57,485       |   |  |       |        |   |  |   | 117,125 |  
|Research, development and engineering                             |  |        |        |   |                       |   | 13,012  |                           |  |   | 33,666       |   |  |       |        |   |  |   | 46,678  |  
|                                                                  | 
|Total Expenses                                                    |  |        |        |   |                       |   | 72,652  |                           |  |   | 91,151       |   |  |       |        |   |  |   | 163,803 |  
|Other                                                             |  |        |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Other (income) expense                                            |  |        | 90      |   |                       |   | 1       |                           |  |   | (5           | ) |  |       |        |   |  |   | 86      |  
|                                                                  | 
|Total Other                                                       |  |        | 90      |   |                       |   | 1       |                           |  |   | (5           | ) |  |       |        |   |  |   | 86      |  
|                                                                  | 
|Operating Earnings From Continuing Operations                     |  |        | (90     | ) |                       |   | 62,147  |                           |  |   | 10,654       |   |  |       |        |   |  |   | 72,711  |  
|                                                                  |  |        |         |   |                      
|Interest income                                                   |  |        | (11,093 | ) |                       |   | (1,910  | )                         |  |   | (20,967      | ) |  |       | 31,739  |   |  |   | (2,231  | )
|Interest expense                                                  |  |        | 14,520  |   |                       |   | 11,101  |                           |  |   | 21,296       |   |  |       | (31,739 | ) |  |   | 15,178  |  
|Gain on derivative financial instrument                           |  |        | (1,850  | ) |                       |   |        |                           |  |   |             |   |  |       |        |   |  |   | (1,850  | )
|                                                                  | 
|Other Expense, Net                                                |  |        | 1,577   |   |                       |   | 9,191   |                           |  |   | 329          |   |  |       |        |   |  |   | 11,097  |  
|                                                                  | 
|                                                                  |  |        |         |   |                      
|Income (Loss) From Continuing Operations Before Taxes             |  |        | (1,667  | ) |                       |   | 52,956  |                           |  |   | 10,325       |   |  |       |        |   |  |   | 61,614  |  
|Income Tax Expense (Benefit)                                      |  |        | (382    | ) |                       |   | 9,188   |                           |  |   | (1,057       | ) |  |       |        |   |  |   | 7,749   |  
|                                                                  | 
|Income (Loss) From Continuing Operations Before Minority Interest |  |        | (1,285  | ) |                       |   | 43,768  |                           |  |   | 11,382       |   |  |       |        |   |  |   | 53,865  |  
|Minority Interest                                                 |  |        |        |   |                       |   |        |                           |  |   | (193         | ) |  |       |        |   |  |   | (193    | )
|                                                                  | 
|Income (Loss) From Continuing Operations                          |  |        | (1,285  | ) |                       |   | 43,768  |                           |  |   | 11,189       |   |  |       |        |   |  |   | 53,672  |  
|Income From Discontinued Operations, Net of Tax                   |  |        |        |   |                       |   |        |                           |  |   | 2,497        |   |  |       |        |   |  |   | 2,497   |  
|Equity in Net Income of Consolidated Subsidiaries                 |  |        | 57,454  |   |                       |   | 10,045  |                           |  |   | (1,420       | ) |  |       | (66,079 | ) |  |   |        |  
|                                                                  | 
|Net Income (Loss)                                                 |  | $      | 56,169  |   |                       | $ | 53,813  |                           |  | $ | 12,266       |   |  | $     | (66,079 | ) |  | $ | 56,169  |  
|                                                                  | 



34



---

Condensed Consolidating Statement of Cash Flows for the six month period ended May 2, 2008.



|                                                                          |  |        |         |   |                       |   |        |                           |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|(In thousands)                                                            |  |        |         |   |                       |   |        |                           |  |   |              |   |  |       |        
|                                                                          |  | Parent |         |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|                                                                          |  |        |        
|Cash Flows Provided (Used) by Operating Activities                        |  |        |         |   |                       |   |        |                           |  |   |              |   | 
|Net earnings (loss)                                                       |  | $      | 56,169  |   |                       | $ | 53,813 |                           |  | $ | 12,266       |   |  | $     | (66,079 | ) |  | $ | 56,169  |  
|Minority interest                                                         |  |        |        |   |                       |   |       |                           |  |   | 193          |   |  |       |        |   |  |   | 193     |  
|Depreciation & amortization                                               |  |        |        |   |                       |   | 14,152 |                           |  |   | 18,279       |   |  |       |        |   |  |   | 32,431  |  
|Deferred income taxes                                                     |  |        | 203     |   |                       |   | 2      |                           |  |   | (12,720      | ) |  |       |        |   |  |   | (12,515 | )
|Share-based compensation                                                  |  |        |        |   |                       |   | 2,366  |                           |  |   | 1,968        |   |  |       |        |   |  |   | 4,334   |  
|Working capital changes, net of effect of acquisitionsAccounts receivable |  |        | (292    | ) |                       |   | 6,704  |                           |  |   | 5,912        |   |  |       |        |   |  |   | 12,324  |  
|Inventories                                                               |  |        |        |   |                       |   | (7,577 | )                         |  |   | (24,160      | ) |  |       |        |   |  |   | (31,737 | )
|Prepaid expenses                                                          |  |        | 39      |   |                       |   | (1,006 | )                         |  |   | (2,630       | ) |  |       |        |   |  |   | (3,597  | )
|Accounts payable                                                          |  |        | (306    | ) |                       |   | (2,160 | )                         |  |   | 5,449        |   |  |       |        |   |  |   | 2,983   |  
|Accrued liabilities                                                       |  |        | (8,162  | ) |                       |   | 180    |                           |  |   | 7,948        |   |  |       |        |   |  |   | (34     | )
|Federal & foreign income taxes                                            |  |        | 7,261   |   |                       |   | (1,292 | )                         |  |   | (3,156       | ) |  |       |        |   |  |   | 2,813   |  
|Other liabilities                                                         |  |        | (1,657  | ) |                       |   | (1,388 | )                         |  |   | 289          |   |  |       |        |   |  |   | (2,756  | )
|Other, net                                                                |  |        | 524     |   |                       |   | (578   | )                         |  |   | (1,357       | ) |  |       |        |   |  |   | (1,411  | )
|                                                                          | 
|                                                                          |  |        | 53,779  |   |                       |   | 63,216 |                           |  |   | 8,281        |   |  |       | (66,079 | ) |  |   | 59,197  |  
|                                                                          |  |        |        
|Cash Flows Provided (Used) by Investing Activities                        |  |        |         |   |                       |   |        |                           |  |   |              |   | 
|Purchases of capital assets                                               |  |        | (338    | ) |                       |   | (6,911 | )                         |  |   | (14,019      | ) |  |       |        |   |  |   | (21,268 | )
|Proceeds from sale of capital assets                                      |  |        | 1       |   |                       |   | 345    |                           |  |   | 267          |   |  |       |        |   |  |   | 613     |  
|Purchase of short-term investments                                        |  |        | (12,050 | ) |                       |   |       |                           |  |   |             |   |  |       |        |   |  |   | (12,050 | )
|                                                                          | 
|                                                                          |  |        | (12,387 | ) |                       |   | (6,566 | )                         |  |   | (13,752      | ) |  |       |        |   |  |   | (32,705 | )



35



---

|                                                               |  |        |         |   |                       |   |         |                           |  |   |              |   |       |   |        |  |   |         |  
|-------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - | ----- | - | ------ |  | - | ------- | -
|(In thousands)                                                 |  |        |         |   |                       |   |         |                           |  |   |              |   |       |  
|                                                               |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Total |  
|                                                               |  |        |        
|Cash Flows Provided (Used) by Financing Activities             |  |        |         |   |                       |   |         |                           |  |   |              |  
|Proceeds provided by stock issuance under employee stock plans |  |        | 3,875   |   |                       |   |        |                           |  |   |             |   |       |   |       |  |   | 3,875   |  
|Excess tax benefits from stock options exercised               |  |        | 655     |   |                       |   |        |                           |  |   |             |   |       |   |       |  |   | 655     |  
|Net change in credit facilities                                |  |        |        |   |                       |   |        |                           |  |   | (1,851       | ) |       |   |       |  |   | (1,851  | )
|Repayment of long-term debt                                    |  |        | (65,663 | ) |                       |   | (565    | )                         |  |   | 281          |   |       |   |       |  |   | (65,947 | )
|Net change in intercompany financing                           |  |        | (26,561 | ) |                       |   | (55,915 | )                         |  |   | 16,397       |   |       |   | 66,079 |  |   |        |  
|                                                               | 
|                                                               |  |        | (87,694 | ) |                       |   | (56,480 | )                         |  |   | 14,827       |   |       |   | 66,079 |  |   | (63,268 | )
|                                                               |  |        |         |   |                      
|Effect of foreign exchange rates on cash                       |  |        | (1      | ) |                       |   | (174    | )                         |  |   | (492         | ) |       |   |       |  |   | (667    | )
|                                                               | 
|                                                               |  |        |         |   |                      
|Net increase (decrease) in cash and cash equivalents           |  |        | (46,303 | ) |                       |   | (4      | )                         |  |   | 8,864        |   |       |   |       |  |   | (37,443 | )
|Cash and cash equivalents - beginning of year                  |  |        | 89,275  |   |                       |   | 1,502   |                           |  |   | 56,292       |   |       |   |       |  |   | 147,069 |  
|                                                               | 
|Cash and cash equivalents -end of year                         |  | $      | 42,972  |   |                       | $ | 1,498   |                           |  | $ | 65,156       |   |       | $ |       |  | $ | 109,626 |  
|                                                               | 



36



---

|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.

The Avionics & Controls segment includes avionics systems, control systems, interface technologies and
communication systems capabilities. Avionics systems designs and develops cockpit systems integration and avionics solutions for commercial and military applications. Control systems designs and manufactures technology interface systems for military
and commercial aircraft and land- and sea-based military vehicles. Interface technologies manufactures and develops custom control panels, input systems for medical, industrial, military and gaming industries. Communication systems designs and
manufactures military audio and data products designed to operate in severe battle environments. In addition, communication systems designs and manufactures communication control systems with an emphasis on security and aural clarity in military
applications.

The Sensors & Systems segment includes power systems and advanced sensors capabilities. Power systems develops and manufactures
electrical power switching and other related systems, principally for aerospace and defense customers. Advanced sensors develops and manufactures high precision temperature and pressure sensors for aerospace and defense customers.

The Advanced Materials segment includes engineered materials and defense technologies capabilities. Engineered materials develops and manufactures thermally engineered
components and high-performance elastomer products used in a wide range of commercial aerospace and military applications. Defense technologies develops and manufactures combustible ordnance components and electronic warfare countermeasure devices
for military customers. Sales in all segments include domestic, international, defense and commercial customers.

Our current business and strategic plan
focuses on the continued development of our products principally for aerospace and defense markets. We are concentrating our efforts to expand our capabilities in these markets and 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 strategic realignments of operations to expand our capabilities as a more comprehensive supplier to our customers across our
entire product offering.

On November 3, 2008, we sold Muirhead Aerospace (Muirhead) and Traxsys Input Products Limited (Traxsys) for $63.4
million, which resulted in an after tax gain of $15.8 million. Muirhead and Traxsys were included in the Sensors & Systems segment. The results of Muirhead and Traxsys were accounted for as discontinued operations in the consolidated
income statement.



37



---

On December 15, 2008, we acquired NMC Group, Inc. (NMC), which designs and manufactures specialized
light-weight fasteners principally for commercial aviation applications. NMC is included in our Advanced Materials segment.

On January 26, 2009,
we acquired Racal Acoustics Global Ltd. (Racal), which develops and manufactures high technology ruggedized personal communication equipment for the defense and avionics segment. Racal is included in our Avionics & Controls segment.

During the first six months of 2009, our operating results were affected by large fluctuations in foreign currency exchange rates, reductions in our
after-market spares sales due to reduced air traffic and our flare countermeasure operations, operating results of which can vary significantly from quarter to quarter as the requirements from our customers change. Additionally, on a comparative
basis, the first six months of 2009 contained 26 weeks, while the first six months of 2008 contained 27 weeks. Income from continuing operations was $36.8 million, or $1.23 per diluted share, compared with $53.7 million, or $1.80 per
diluted share, in the prior-year period.

Income from continuing operations was also impacted by a foreign currency loss of $7.9 million or
$1.7 million after tax, or $0.06 per diluted share, relating to the pound sterling-denominated funding of our acquisition of Racal in January 2009.

Income from continuing operations for the first six months of 2009 includes a $2.0 million, or $0.07 per diluted share, reduction of previously recorded withholding tax liabilities as a result of the enactment of a U.S.-Canadian tax
treaty, a $1.6 million, or $0.05 per diluted share, penalty due to a development with regard to certain foreign tax laws and a $0.7 million, or $0.03 per diluted share, expense resulting from the reversal of previously recorded tax benefits
associated with CMCs SADI program. Prior-year results include a $2.8 million, or $0.09 per diluted share, reduction of previously estimated income tax liabilities, a $4.1 million, or $0.14 per diluted share, net reduction in deferred
income tax liabilities resulting from the enactment of tax laws reducing the Canadian statutory corporate income tax rate, and a $0.7 million, or $0.02 per diluted share, net increase in income tax liabilities at CMC.

Income from discontinued operations was $0.53 per diluted share, compared with $0.08 per diluted share in the prior-year period, reflecting the gain on sale of our
U.K.-based Muirhead and Traxsys subsidiaries in November 2008. Net income was $52.7 million, or $1.76 per diluted share, compared with net income of $56.2 million, or $1.88 per diluted share, in the prior-year period.



38



---

Results of Operations

Three Month Period Ended May 1, 2009 Compared with Three Month Period Ended May 2, 2008

Sales for the second fiscal
quarter increased 0.4% when compared with the prior-year period. Sales by segment were as follows:

(In thousands)

|                    |  |                                        |            |                    |            |  |   |        
|------------------- |  | -------------------------------------- | ---------- | ------------------ | ---------- |  | - | -------
|                    |  | Incr./(Decr.)from
prior    year period |            | Three Months Ended
|                    |  |                                        | May 1,2009 |                    | May 2,2008
|                    |  |                                        |           
|Avionics & Controls |  | 14.9%                                  |            | $                  | 169,111    |  | $ | 147,174
|Sensors & Systems   |  | (10.9)%                                |            |                    | 86,755     |  |   | 97,332 
|Advanced Materials  |  | (8.7)%                                 |            |                    | 103,636    |  |   | 113,527
|                    |  |                                        |            |                    |            |  |   |        
|Total Net Sales     |  |                                        |            | $                  | 359,502    |  | $ | 358,033
|                    |  |                                        |            |                    |            |  |   |        

The 14.9% increase in sales of Avionics & Controls was principally due to incremental sales from the
Racal acquisition and increased sales volumes of cockpit controls and avionics systems for military aviation, partially offset by lower sales of cockpit controls for commercial aviation OEM and after-market customers. Stronger sales of interface
technologies devices to the gaming industry offset weakness in the medical market. Management expects sales in the second half of the fiscal year to be impacted by continued weakness of commercial aviation, particularly in the business jet segment
of the market.

The 10.9% decrease in sales of Sensors & Systems mainly reflected the effect of exchange rates and the strong U.S. dollar. Sales
in the second fiscal quarter of 2009 reflected a weaker pound sterling and euro relative to the U.S. dollar. The average exchange rate from the pound sterling to the U.S. dollar decreased from 1.98 in the second fiscal quarter of 2008 to 1.44 in the
second fiscal quarter of 2009. The average exchange rate from the euro to the U.S. dollar decreased from 1.54 in the second fiscal quarter of 2008 to 1.30 in the second fiscal quarter of 2009. Additionally, sales were impacted by lower sales of
temperature sensors for business jets and certain power systems devices due to the delay of issuance of an Airworthiness Directive by the FAA. Management expects sales in the second half of the year to be impacted by lower sales to advanced sensors
after-market customers and power systems to business jet customers.

The 8.7% decrease in sales of Advanced Materials principally reflected the effect of
exchange rates on our U.K.based thermally engineered component operation, lower commercial aircraft build rates, and weakened industrial commercial demand for engineered materials. Additionally, sales at our U.S. flare countermeasure
operations decreased over the prior-year period, reflecting reduced demand, which management expects will continue in the second half of fiscal 2009. Sales at our U.K. flare countermeasure operations were weak in the second fiscal quarter of 2009
but are expected to be strong in the second half of the year. Sales at our combustible ordnance operation were even with the prior-year period.



39



---

Overall, gross margin as a percentage of sales was 31.3%, compared to 33.9% in the same period a year ago.

Avionics & Controls segment gross margin was 33.1% and 36.7% for the second fiscal quarter of 2009 and 2008, respectively. The decrease in gross margin reflects
a $4.1 million increase in the estimate to complete on certain firm fixed-price long-term contracts for the development and manufacture of certain cockpit avionics systems. Additionally, gross margins were impacted by a $1.6 million charge
from mark-to-market accounting for embedded derivatives arising from backlog denominated in other than the functional currency of the cockpit avionics systems unit or its customer. While gross margin declined at our cockpit avionics systems unit,
gross margin improved at our control systems operations due to pricing leverage, strong cost control and certain reductions in the work force. Control systems gross margin benefited from a higher mix of military versus commercial aviation sales.

Sensors & Systems segment gross margin was 32.6% and 34.7% for the second fiscal quarter of 2009 and 2008, respectively. The decrease in gross
margin principally reflects lower sales of temperature sensors, the impact of starting up a manufacturing facility in Mexico and higher warranty costs. In addition, gross margins were impacted by the delay in shipping certain commercial power system
devices as described above.

Advanced Materials segment gross margin was 27.4% compared to 29.5% for the same period one year ago. The decrease in gross
margin mainly reflects decreased sales of engineered materials to commercial aviation customers resulting in a lower recovery of fixed costs. Defense systems gross margins were even with the prior-year period reflecting strong gross margins at our
combustible ordnance and chaff countermeasure operations and weak gross margins at our flare countermeasure operations.

Selling, general and
administrative expenses (which include corporate expenses) totaled $54.6 million, or 15.2% of sales, and $57.7 million, or 16.1% of sales, for the second fiscal quarter of 2009 and 2008, respectively. The decrease in the amount of selling,
general and administrative expenses was due principally to reduced incentive compensation expense, lower professional fees, and the effect of foreign exchange rates at our non-U.S. operations.

Research, development and engineering spending was $18.3 million, or 5.1% of sales, for the second fiscal quarter of 2009 compared with $25.0 million, or 7.0%
of sales, for the second fiscal quarter of 2008. The decrease in research, development and engineering principally reflected lower spending on the development of the integrated cockpit system for the T-6B military trainer and certain cockpit
avionics systems and the A400M development, as well as increased customer funding of certain development costs and the effect of foreign exchange rates. Fiscal 2009 research, development and engineering spending is expected to be about 5.0% of
sales.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the second fiscal quarter of 2009 were
$45.9 million, or 12.8% of sales, compared with $47.8 million, or 13.3% of sales, for the second fiscal quarter of 2008.



40



---

Avionics & Controls segment earnings were $21.7 million, or 12.8% of sales, in the second fiscal quarter of
2009 and $17.4 million, or 11.8% of sales, in the second fiscal quarter of 2008, principally reflecting a strong contribution from our Racal acquisition. Cockpit control systems earnings were even against the prior-year period. An increase in
sales and earnings from military applications offset decreased sales and earnings from commercial aviation applications. In addition, cockpit control systems benefited from cost control and reductions in the work force. As indicated above, our
cockpit avionics systems operations were impacted by an unfavorable estimate to complete adjustment on long-term contracts. Interface technologies operations earnings were down slightly against the prior-year period, primarily reflecting lower
earnings from a new product development with introductory pricing for a limited number of shipments and reduced earnings from our medical business.

Sensors & Systems segment earnings were $9.9 million, or 11.4% of sales, for the second fiscal quarter of 2009 compared with $10.5 million, or 10.8% of sales, for the second fiscal quarter of 2008. Both advanced sensors
and power systems operations earnings were slightly below the prior-year period. Advanced sensors results were favorably impacted by strong after-market sales, which are not expected to continue at this level for the balance of the year. Power
systems operations benefited from lower research and development expenses and higher customer funding of research and development.

Advanced Materials
segment earnings were $14.4 million, or 13.9% of sales, for the second fiscal quarter of 2009 compared with $19.9 million, or 17.6% of sales, for the second fiscal quarter of 2008, principally reflecting lower earnings from our engineered
materials and flare countermeasure operations. Engineered materials operations were impacted by lower demand from commercial aviation and industrial commercial customers. Flare countermeasure operations are also being impacted by lower requirements
and delayed shipments due to the availability of certified munitions carriers. Our thermally engineered material operations are benefiting from strong sales and earnings from nuclear and petrochemical customers and cost control actions.

Interest expense for the second fiscal quarter of 2009 was $7.6 million compared with $7.3 million for the second fiscal quarter of 2008, reflecting
increased borrowings to finance the acquisition of Racal and NMC in the first fiscal quarter of 2009.

The effective income tax rate for the second fiscal
quarter of 2009 was 12.2% (before a $0.7 million tax expense) compared with 23.0% (before a $0.7 million tax expense) for the prior-year period. The $0.7 million tax expense in the second fiscal quarter of 2009 was related to the reduction
of prior year tax benefits resulting from CMCs implementation of its SADI program. The $0.7 million tax expense in the second fiscal quarter of 2008 was related to certain tax liabilities of CMC. The effective tax rate differed from the
statutory rate in the second fiscal quarters of 2009 and 2008, as both years benefited from various tax credits and certain foreign interest expense deductions.

To the extent that sales are transacted in a currency other than the functional currency of the operating unit, we are subject to foreign currency fluctuation risk. We use forward contracts to hedge our foreign currency exchange risk. Also,
we are subject to foreign currency gains or



41



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losses from embedded derivatives on backlog denominated in a currency other than the functional currency of our operating
companies or its customer. Gains and losses on forward contracts, embedded derivatives, and revaluation of assets and liabilities denominated in currency other than the functional currency of the Company for the three-month period ended May 1,
2009 and May 2, 2008 are as follows:



|                                                         |  |                    |        |   |            |   |       |  
|-------------------------------------------------------- |  | ------------------ | ------ | - | ---------- | - | ----- | -
|(In thousands)                                           |  | Three Months Ended |       
|                                                         |  | May 1,2009         |        |   | May 2,2008 |  
|                                                         |  |                   
|Forward foreign currency contracts  gain (loss)         |  | $                  | (128   | ) |            | $ | 1,572 |  
|Embedded derivatives  gain (loss)                       |  |                    | (1,986 | ) |            |   | 91    |  
|Revaluation of monetary assets/liabilities  gain (loss) |  |                    | 7,968  |   |            |   | (8    | )
|                                                         |  |                    |        |   |            |   |       |  
|Total                                                    |  | $                  | 5,854  |   |            | $ | 1,655 |  
|                                                         |  |                    |        |   |            |   |       |  



42



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Six Month Period Ended May 1, 2009 Compared with Six Month Period Ended May 2, 2008

Sales for the first six months decreased 6.4% when compared with the prior-year period. Sales by segment were as follows:

(In thousands)

|                    |  |                                    |            |                  |            |  |   |        
|------------------- |  | ---------------------------------- | ---------- | ---------------- | ---------- |  | - | -------
|                    |  | Incr./(Decr.)from prioryear period |            | Six Months Ended
|                    |  |                                    | May 1,2009 |                  | May 2,2008
|                    |  |                                    |           
|Avionics & Controls |  | 2.6%                               |            | $                | 297,579    |  | $ | 290,082
|Sensors & Systems   |  | (10.2)%                            |            |                  | 171,310    |  |   | 190,873
|Advanced Materials  |  | (14.5)%                            |            |                  | 200,330    |  |   | 234,403
|                    |  |                                    |            |                  |            |  |   |        
|Total Net Sales     |  |                                    |            | $                | 669,219    |  | $ | 715,358
|                    |  |                                    |            |                  |            |  |   |        

The 2.6% increase in sales of Avionics & Controls was principally due to the acquisition of Racal and the
decrease in the number of weeks contained in the first six months of 2009 compared to the prior-year period, as explained above. Avionics & Controls sales benefited from strong military demand but weak commercial aviation demand impacting
OEM and aftermarket spares sales.

The 10.2% decrease in sales of Sensors & Systems mainly reflected the effect of exchange rates at our non-U.S.
operations, lower sales of certain power systems devices, and the decrease in the number of weeks contained in the first six month period of 2009 compared to the prior-year period. Sales in the first six months of 2009 reflected a weaker pound
sterling and euro relative to the U.S. dollar. The average exchange rate from the pound sterling to the U.S. dollar decreased from 2.00 in the first six months of 2008 to 1.48 in the first six months of 2009. The average exchange rate from the euro
to the U.S. dollar decreased from 1.50 in the first six months of 2008 to 1.31 in the first six months of 2009.

The 14.5% decrease in sales of Advanced
Materials principally reflected lower sales of flare countermeasure devices at our U.K. operation, decreased sales of thermally engineered components and elastomer components, and the decrease in the number of weeks contained in the first six months
of 2009 compared to the prior-year period. The decrease in flare countermeasures sales principally related to timing of receiving orders and scheduling shipments of our international customers. The decrease in sales of thermally engineered
components reflected the weakening of the pound sterling as described above. The decrease in sales at our engineered materials operations was principally due to lower demand from commercial aviation customers. These decreases in sales were partially
offset by increased sales of combustible ordnance and incremental sales from the acquisition of NMC in December 2008.

Overall, gross margin as a
percentage of sales was 32.1% and 33.1% for the first six months of fiscal 2009 and 2008, respectively.

Avionics & Controls segment gross margin
was 34.2% and 35.7% for the first six months of 2009 and 2008, respectively. The decrease in gross margin reflected the $4.1 million estimate to complete adjustment for certain long-term contracts, a $1.6 million charge from mark-to-market



43



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accounting for embedded derivatives, as previously described above, lower after-market sales, and decreased gross margins at our interface technologies
operation. These decreases were partially offset by improved gross margins at our cockpit control systems operation due to cost control and pricing strength.

Sensors & Systems segment gross margin was 33.9% and 36.1% for the first six months of 2009 and 2008, respectively. The decrease in gross margin was due to lower after-market sales and certain higher margin power distribution
devices for commercial aircraft applications, partially offset by a retroactive price adjustment on certain temperature and pressure sensors and the impact of exchange rates, as well as improved gross margin on certain power distribution devices for
defense applications.

Advanced Materials segment gross margin was 27.4% compared to 27.3% for the same period one year ago. The increase in Advanced
Materials gross margin reflected strong gross margins at our combustible ordnance and thermally engineered components operations, partially offset by lower gross margins at our U.K. flare countermeasure and engineered materials operations,
reflecting lower sales volumes and a decreased recovery of fixed overhead expenses.

Selling, general and administrative expenses (which include corporate
expenses) totaled $114.3 million, or 17.1% of sales, and $117.1 million, or 16.4% of sales, for the first six months of 2009 and 2008, respectively. The decrease in selling, general and administrative expense principally reflects lower
incentive compensation expense and the effect of changes in foreign currency exchange rates, and partially offset by an increase in pension cost.

Research, development and engineering spending was $35.7 million, or 5.3% of sales, for the first six months of 2009 compared with $46.7 million, or 6.5% of sales, for the first six months of 2008. The decrease in research,
development and engineering principally reflected increased customer funding and governmental assistance on certain development programs, lower spending on the integrated cockpit system for the T-6B military trainer, the A400M and 787 programs, and
the effect of translating our non-U.S. units from their functional currency to the U.S. dollar as the Canadian dollar, euro and pound sterling weakened against the U.S. dollar.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the first six months of 2009 totaled $80.6 million, or 12.1% of sales, compared with $91.3 million, or 12.8%
of sales, for the first six months in 2008.

Avionics & Controls segment earnings were $36.2 million, or 12.2% of sales, in the first six
months of 2009 and $32.9 million, or 11.3% of sales, in the first six months of 2008, principally reflecting the incremental earnings from the Racal acquisition. Control systems earnings declined against the prior-year period, reflecting
decreased sales of after-market spares sales. Our avionics systems unit incurred operating losses in both the first six months of fiscal 2009 and 2008. Operating losses of our avionics systems unit in the first six months of fiscal 2009 mainly
reflected lower than expected gross margins on certain long-term contracts, partially offset by lower research, development and engineering costs principally related to the development of the cockpit integration system for the T-6B military trainer.
During the first six months of fiscal 2008, the



44



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Canadian dollar strengthened against the U.S. dollar, which adversely impacted operating results, as approximately 80% of
avionics systems sales are denominated in the U.S. dollar. Earnings of our interface technologies operation were almost even with the prior-year period.

Sensors & Systems segment earnings were $20.2 million, or 11.8% of sales, for the first six months of 2009 compared with $22.8 million, or 12.0% of sales, for the first six months of 2008. The decrease in segment earnings
as a percent of sales principally reflects lower gross margins at our temperature and pressure sensor operations and start-up costs incurred to set up a manufacturing operation in Mexico. Lower gross margins at our power distribution operations were
substantially offset by decreased research, engineering and development due to increased governmental assistance and customer development funding and decreased A400M program development expenses.

Advanced Materials segment earnings were $24.3 million, or 12.1% of sales, for the first six months of 2009 compared with $35.6 million, or 15.2% of sales, for
the first six months of 2008, principally reflecting lower earnings from our engineered materials, U.K. countermeasure flare, and metal finishing operations. As explained above, our U.K. flare countermeasure unit had significant international sales
and gross profit in the prior-year period, which did not occur in the first six months of 2009. We expect our international flare countermeasure sales orders to ship later this year. The decrease in earnings at our advanced materials operation
principally reflected lower sales volumes and gross margin due to sales mix. The decrease in earnings at our metal finishing unit resulted from decreased sales and gross profit principally due to the effects of the strike at Boeing.

On January 26, 2009, we acquired Racal for £119.3 million or $166.7 million. Racal develops and manufactures high technology ruggedized
personal communication equipment for the defense and avionics market segment. The acquisition was funded with cash proceeds from the sale of U.K.-based Muirhead and Traxsys and our line of credit. To facilitate the acquisition of Racal, we executed
a $159.7 million U.S. dollar-denominated intercompany loan with a wholly owned subsidiary, for which its functional currency is the pound sterling. Due to our holding of pounds sterling to fund the acquisition during a period of foreign
exchange volatility, we incurred a $7.9 million foreign currency transaction loss in January 2009, which was recorded in other expense. We were subject to foreign currency exchange risk on this intercompany loan until bank lender approval was
secured to convert the intercompany loan to an investment in subsidiary. On February 24, 2009, lender approval was obtained.

Interest expense
for the first six months of 2009 was $14.3 million compared with $15.2 million for the first six months of 2008, reflecting lower borrowings during most of the first six months of 2009.

During the first six months of 2008, we repaid £31.0 million under our pound sterling term loan and terminated our interest rate swap, which resulted in a
$1.9 million gain.

The effective income tax rate for the first six months of 2009 was 14.2% (before a $0.3 million tax benefit) compared with
22.6% (before a $6.2 million tax benefit) for the prior-year period.



45



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The $0.3 million tax benefit in the first six months of 2009 was the result of three events. The first event was a
$2.0 million reduction of previously recorded withholding tax liabilities as a result of the enactment of a U.S.-Canadian tax treaty. The second event was the recording of a $1.6 million tax expense as a result of accruing a penalty due to
a development with regard to certain foreign tax laws. The third event was a $0.7 million expense resulting from the reversal of previously recorded tax benefits associated with the implementation of CMCs SADI program. The
$6.2 million tax benefit in the first six months of 2008 was the result of three events. The first event was the settlement of an examination of the U.S. federal income tax returns for fiscal years 2003 through 2005, which resulted in a
$2.8 million reduction of previously estimated income tax liabilities. The second event was the enactment of tax laws reducing the Canadian statutory corporate income tax rate, which resulted in a $4.1 million net reduction of deferred
income tax liabilities. The third event was the recognition of $0.7 million of additional income tax liabilities at CMC. The effective tax rate differed from the statutory rate in the first six months of 2009 and 2008, as both years benefited from
various tax credits and certain foreign interest expense deductions.

To the extent that sales are transacted in a currency other than the functional
currency of the operating unit, we are subject to foreign currency fluctuation risk. We use forward contracts to hedge our foreign currency exchange risk. Also, we are subject to foreign currency gains or losses from embedded derivatives on backlog
denominated in a currency other than the functional currency of our operating companies or its customer. Gains and losses on forward contracts, embedded derivatives, and revaluation of assets and liabilities denominated in currency other than the
functional currency of the Company for the six-month period ended May 1, 2009, and May 2, 2008, are as follows:



|                                                         |  |                  |        |   |            |   |      
|-------------------------------------------------------- |  | ---------------- | ------ | - | ---------- | - | -----
|(In thousands)                                           |  | Six Months Ended
|                                                         |  | May 1,2009       |        |   | May 2,2008
|                                                         |  |                 
|Forward foreign currency contracts  gain (loss)         |  | $                | (7,967 | ) |            | $ | 3,145
|Embedded derivatives  gain (loss)                       |  |                  | (1,755 | ) |            |   | 869  
|Revaluation of monetary assets/liabilities  gain (loss) |  |                  | 8,897  |   |            |   | 1,121
|                                                         |  |                  |        |   |            |   |      
|Total                                                    |  | $                | (825   | ) |            | $ | 5,135
|                                                         |  |                  |        |   |            |   |      

New orders for the first six months of 2009 were $676.3 million compared with $788.1 million for the
same period in 2008. Orders in the first six months of 2009 include $41.0 million in backlog acquired from the Racal and NMC acquisitions. New orders declined by $152.8 million if Racal and NMC acquired backlog is excluded. The decline in
new orders principally reflects the effect of exchange rates, the timing of receiving orders and a decrease in commercial aviation demand. Backlog was $1.1 billion compared with $1.0 billion at the end of the prior-year period and
$1.1 billion at the end of fiscal 2008.



46



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Liquidity and Capital Resources

Cash and cash equivalents at May 1, 2009, totaled $115.4 million, a decrease of $45.2 million from October 31, 2008. Net working capital
decreased to $429.0 million at May 1, 2009, from $456.2 million at October 31, 2008. Sources and uses of cash flows from operating activities principally consist of cash received from the sale of products and cash
payments for material, labor and operating expenses. Cash flows provided by operating activities were $40.3 million and $59.2 million in the first six months of 2009 and 2008, respectively. The decrease principally reflected lower income
from continuing operations, increased payments for income taxes, inventory for new program builds, and incentive compensation payments, which are paid annually in the first fiscal quarter of each year. The decrease in cash flows provided by
operating activities was partially offset by increased cash receipts from customers for shipments and advanced payments on long-term contracts.

Cash flows
used by investing activities were $208.4 million and $32.7 million in the first six months of 2009 and 2008, respectively. Cash flows used by investing activities in the first six months of 2009 primarily reflected approximately
$250.8 million for the acquisitions of NMC and Racal, and $20.9 million in purchases of capital assets, partially offset by proceeds from the sale of Muirhead and Traxsys of $62.9 million. Cash flows used by investing activities in
the prior-year period included $21.3 million in purchases of capital assets and $12.1 million in purchases of short-term investments.

Cash flows
provided by financing activities were $122.3 million in the first six months of 2009. Cash flows used by financing activities were $63.3 million in the first six months of 2008. The increase principally reflected a $125.0 million term
loan due in 2012 to finance the Racal acquisition, and $2.7 million in repayments on our GBP term loan. The prior-year period mainly included $65.7 million in repayments on our GBP term loan.

On December 15, 2008, the Company acquired all of the outstanding capital stock of NMC Group, Inc. (NMC) for approximately $89.8 million in cash,
including acquisition costs. The acquisition was funded from existing cash.

On January 26, 2008, the Company acquired all of the outstanding
capital stock of Racal Acoustics Global Ltd. (Racal) for approximately $166.7 million in cash, including acquisition costs. Racal develops and manufactures high technology ruggedized personal communication equipment for the defense and
avionics segment. The acquisition was funded from proceeds from the sale of Muirhead and Traxsys and our credit facility.

Capital expenditures, consisting
of machinery, equipment and computers, are anticipated to be approximately $84.0 million during fiscal 2009, including $18.5 million to be incurred under a capitalized lease obligation related to the construction of a new facility for our Korry
Electronics unit (Korry). Capital expenditures were $40.7 million in fiscal 2008. The increase in capital expenditures reflects the construction of a new facility for Korry and a replacement facility at our Wallop unit. Capital expenditures for the
first six months of 2009 totaled $32.9 million, including $12.0 million in costs incurred under Korrys capitalized lease obligation. Capital expenditures for the first six months of 2009 were primarily for machinery and equipment, construction
in process, and enhancements to information systems.



47



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In April 2009, we amended the credit facility to provide for a $125.0 million term loan. The Company used the
proceeds from the loan to repay its outstanding borrowings under the revolving credit facility and provide enhanced liquidity. Borrowings under the U.S. Term Loan Facility bear interest at a rate equal to either: (a) the LIBOR rate plus 2.50%
or (b) the Base Rate (defined as the higher of Wachovia Bank, National Associations prime rate and the Federal funds rate plus 0.50%) plus 1.50%. The loan is accruing interest at a variable rate based on LIBOR plus 2.5% and
was 2.82% on May 1, 2009. The principal amount of the U.S. Term Loan Facility is payable quarterly commencing on March 31, 2010, the first four payments equal to 1.25% of the outstanding balance, the following four payments equal to 2.50%,
with a final payment equal to 85.00% on March 13, 2012.

Total debt at May 1, 2009, was $528.4 million and consisted of
$175.0 million of Senior Notes due in 2017, $175.0 million of Senior Subordinated Notes due in 2013, $125.0 million under our U.S. term loan, $29.6 million under our GBP term loan, and $23.8 million of various foreign
currency debt agreements and other debt agreements, including capital lease obligations.

We believe cash on hand and funds generated from operations are
adequate to service operating cash requirements and capital expenditures through April 2010.



48



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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 31, 2008, 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. You should not place undue reliance on these 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.



|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 Exchange Act) as of May 1, 2009. Based upon that evaluation, they concluded as of May 1, 2009, 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. In addition, our principal executive and financial officers concluded as of May 1, 2009, that our disclosure controls and procedures are also effective to ensure that information required
to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.

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.



49



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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 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

At our annual meeting of shareholders held on March 4, 2009, the shareholders acted on the following proposals:



|a) | The election of the following directors for three-year terms expiring at the 2012 annual meeting:
|-- | -------------------------------------------------------------------------------------------------



|                                                                                                |  |            |  |          
|----------------------------------------------------------------------------------------------- |  | ---------- |  | ---------
|                                                                                                |  | Votes Cast
|Name                                                                                            |  | For        |  | Withheld 
|                                                                                                |  |           
|Lewis E. Burns                                                                                  |  | 24,733,651 |  | 1,729,275
|Robert S. Cline                                                                                 |  | 26,146,038 |  | 316,888  
|Jerry D. Leitman                                                                                |  | 24,574,692 |  | 1,888,234
|The election of the following director for a one-year term expiring
at the 2010 annual meeting:
|                                                                                                |  | Votes Cast
|Name                                                                                            |  | For        |  | Withheld 
|                                                                                                |  |           
|Paul V. Haack                                                                                   |  | 26,182,883 |  | 280,043  

Current directors whose terms are continuing after the 2009 annual meeting are
John F. Clearman, Robert W. Cremin, Anthony P. Franceschini, and James J. Morris.



|b) | The approval of the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending
October 30, 2009:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |            |  |         |  |          
| |  | ---------- |  | ------- |  | ---------
| |  | Votes Cast
| |  | For        |  | Against |  | Abstained
| |  |            | 
| |  | 26,190,380 |  | 266,400 |  | 6,146    



50



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|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                                                          
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|11   |  | Schedule setting forth computation of basic and diluted earnings per common share for the three and six month periods ended May 1, 2009, and May 2, 2008.
|     | 
|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.           



51



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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: June 4, 2009 |  |  |  | By:                                |  | /s/ Robert D. George                                                                                           
|                    |  |  |  |                                    |  | Robert D. George Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)



52