##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended October 28, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-6357
 ESTERLINE TECHNOLOGIES CORPORATION
  Delaware
(State or other jurisdiction
of incorporation or organization)
    
    13-2595091
(I.R.S. Employer
Identification No.)500 108thAvenue NE
Bellevue, Washington
(Address of principal executive offices)
    
    98004
(Zip code)
 425/453-9400
  Title of each class
    
    Name of each exchange
on which registeredCommon Stock ($.20 par value)
Preferred Stock Purchase Rights
    
    New York Stock Exchange
New York Stock Exchange
  þ o
 o
 þ o
  DOCUMENTS INCORPORATED BY REFERENCE




---



TABLE OF CONTENTS  PART IItem 1. BusinessItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity and Related Stockholder MattersItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Independent Registered Public Accounting Firm Fees and ServicesPART IVItem 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-KSIGNATURESEXHIBIT 10.4EXHIBIT 10.4(a)EXHIBIT 10.5EXHIBIT 10.5(a)EXHIBIT 10.15EXHIBIT 10.19EXHIBIT 10.21EXHIBIT 10.22EXHIBIT 10.25EXHIBIT 10.26EXHIBIT 11EXHIBIT 12.1EXHIBIT 13EXHIBIT 21EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Table of Contents  
 PART I
  
 Item 1. Business
 (a) General Development of Business.
     2




---



##### Table of Contents



(b) Financial Information About Industry Segments.
  (c) Narrative Description of Business.
 Avionics & Controls
    3




---



##### Table of Contents



Sensors & Systems
  Advanced Materials
  Specialized High-Performance Applications
 4




---



##### Table of Contents



Other Defense Applications
  Marketing and Distribution
   Backlog
   5




---



##### Table of Contents



Competition
  Research and Development
  Foreign Operations
  Government Contracts and Subcontracts
  6




---



##### Table of Contents



Patents and Licenses
  Seasonality
  Sources and Availability of Raw Materials and Components
  Environmental Matters
  7




---



##### Table of Contents



Employees
  (d) Financial Information About Foreign and Domestic Operations and Export Sales.
  (e) Available Information of the Registrant.
 www.esterline.com
 8




---



##### Table of Contents



9




---



##### Table of Contents



Executive Officers of the Registrant
  Name
    
    Position with the Company
    
    AgeRobert W. Cremin
    
    Chairman, President and Chief Executive Officer
    
    
    65Robert D. George
    
    Vice President, Chief Financial Officer, Secretary and Treasurer
    
    
    49Marcia J. M. Greenberg
    
    Vice President, Human Resources
    
    
    53Frank E. Houston
    
    Group Vice President
    
    
    54Larry A. Kring
    
    Senior Group Vice President
    
    
    65Stephen R. Larson
    
    Vice President, Strategy & Technology
    
    
    61Richard J. Wood
    
    Group Vice President
    
    
    52
        10




---



##### Table of Contents



Forward-Looking Statements
   
    
    A significant downturn in the aerospace industry;
    
    A significant reduction in defense spending;
    
    A decrease in demand for our products as a result of competition,
technological innovation or otherwise;
    
    Our inability to integrate acquired operations or complete acquisitions; and
    
    Loss of a significant customer or defense program.
  Risk Factors
 Risks Relating to Our Business and Our Industry
 Implementing our acquisition strategy involves risks and our failure to successfully implement this
strategy could have a material adverse effect on our business.
  
    
    Encountering difficulties identifying and executing acquisitions;
    
    Increased competition for targets, which may increase acquisition costs;
 11




---



##### Table of Contents




    
    Consolidation in our industry reducing the number of acquisition targets;
    
    Acquisition financing not being available on acceptable terms or at all; and
    
    Competition laws and regulations preventing us from making certain acquisitions.
  
    
    The business culture of the acquired business may not match well with our
culture;
    
    Technological and product synergies, economies of scale and cost reductions
may not occur as expected;
    
    Management may be distracted from overseeing existing operations by the need
to integrate acquired businesses;
    
    We may acquire or assume unexpected liabilities;
    
    Unforeseen difficulties may arise in integrating operations and systems;
    
    We may fail to retain and assimilate employees of the acquired business;
    
    We may experience problems in retaining customers and integrating customer bases; and
    
    Problems may arise in entering new markets in which we may have little or no experience.
  Our future financial results could be adversely impacted by asset impairment charges.
   12




---



##### Table of Contents



The loss of a significant customer or defense program could have a material adverse effect on our
operating results.
  Our operating results are subject to fluctuations that may cause our revenues to decline.
  Political and economic instability in foreign countries and markets may have a material adverse
effect on our operating results.
   13




---



##### Table of Contents



We may not be able to compete effectively.
  Our backlog is subject to modification or termination, which may reduce our sales in future
periods.
  Changes in defense procurement models may make it more difficult for us to successfully bid on
projects as a prime contractor and limit sole-source opportunities available to us.
  The amount of debt we have outstanding, as well as any debt we may incur in the future, could have
an adverse effect on our operational and financial flexibility.
  14




---



##### Table of Contents




    
    Depending on interest rates and debt maturities, a substantial portion of our cash flow from
operations could be dedicated to paying principal and interest on our debt, thereby
reducing funds available for our acquisition strategy, capital expenditures or other
purposes;
    
    A significant amount of debt could make us more vulnerable to changes in
economic conditions or increases in prevailing interest rates;
    
    Our ability to obtain additional financing for acquisitions, capital
expenditures or for other purposes could be impaired;
    
    The increase in the amount of debt we have outstanding increases the risk of
non-compliance with some of the covenants in our debt agreements which require us to
maintain specified financial ratios; and
    
    We may be more leveraged than some of our competitors, which may result in a
competitive disadvantage.
 If we were unable to protect our intellectual property rights adequately, the value of our products
could be diminished.
   15




---



##### Table of Contents



We may lose money or generate less than expected profits on our fixed-price contracts.
  We depend on the continued contributions of our executive officers and other key management, each
of whom would be difficult to replace.
  A downturn in the aircraft market could adversely affect our business.
    16




---



##### Table of Contents



The market for our products may be affected by our ability to adapt to technological change.
  Our business is subject to government contracting regulations, and our failure to comply with such
laws and regulations could harm our operating results and prospects.
  
    
    Protest or challenge by unsuccessful bidders; and
    
    Unilateral termination, reduction or modification in the event of changes in
government requirements.
  A significant portion of our business depends on U.S. Government contracts, which contracts are
often subject to competitive bidding, and a failure to compete effectively or accurately anticipate
the success of future projects could adversely affect our business.
 17




---



##### Table of Contents




    
    The frequent need to bid on programs in advance of the completion of their design, which
may result in unforeseen technological difficulties and/or cost overruns;
    
    The substantial time and effort, including design, development and marketing activities,
required to prepare bids and proposals for contracts that may not be awarded to us; and
    
    The design complexity and rapid rate of technological advancement of defense-related
products.
   The airline industry is heavily regulated and if we fail to comply with applicable requirements,
our results of operations could suffer.
   Future asbestos claims could harm our business.
  18




---



##### Table of Contents



Environmental laws and regulations may subject us to significant liability.
   We may be required to defend lawsuits or pay damages in connection with the alleged or actual harm
caused by our products.
  19




---



##### Table of Contents



20




---



##### Table of Contents



Item 2. Properties
  Approximate
    
    OwnedSquare
    
    orLocation
    
    Type of Facility
    
    Business Segment
    
    Footage
    
    LeasedBrea, CA
    
    Office, Plant &
Warehouse
    
    Advanced Materials
    
    
    429,000
    
    
    OwnedEast Camden, AR
    
    Office & Plant
    
    Advanced Materials
    
    
    175,000
    
    
    LeasedSeattle, WA
    
    Office & Plant
    
    Avionics & Controls
    
    
    200,000
    
    
    LeasedCoachella, CA
    
    Office & Plant
    
    Advanced Materials
    
    
    112,000
    
    
    OwnedBuena Park, CA
    
    Office & Plant
    
    Sensors & Systems
    
    
    110,000
    
    
    Owned*Bourges, France
    
    Office & Plant
    
    Sensors & Systems
    
    
    109,000
    
    
    LeasedFarnborough, U.K.
    
    Office & Plant
    
    Sensors & Systems
    
    
    108,000
    
    
    LeasedSylmar, CA
    
    Office & Plant
    
    Avionics & Controls
    
    
    96,000
    
    
    LeasedKent, WA
    
    Office & Plant
    
    Advanced Materials
    
    
    93,000
    
    
    OwnedValencia, CA
    
    Office & Plant
    
    Advanced Materials
    
    
    88,000
    
    
    OwnedCoeur dAlene, ID
    
    Office & Plant
    
    Avionics & Controls
    
    
    88,000
    
    
    LeasedTaunton, MA
    
    Office & Plant
    
    Advanced Materials
    
    
    85,000
    
    
    LeasedSanta Fe Springs, CA
    
    Office & Plant
    
    Advanced Materials
    
    
    81,000
    
    
    LeasedLondon, U.K.
    
    Office & Plant
    
    Sensors & Systems
    
    
    70,000
    
    
    LeasedTijuana, Mexico
    
    Office & Plant
    
    Sensors & Systems
    
    
    61,000
    
    
    LeasedNorwich, NY
    
    Office & Plant
    
    Sensors & Systems
    
    
    54,000
    
    
    OwnedLillington, NC
    
    Office & Plant
    
    Advanced Materials
    
    
    50,000
    
    
    Leased
 
 *
    
    The building is located on a parcel of land covering 16.1 acres that is leased by the company.  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  21




---



##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters
  (a)
    
    The high and low market sales prices of our common stock for each quarterly period
during fiscal years 2005 and 2004, respectively, is set forth under the section entitled
Market Price of Esterline Common Stock of the Annual Report to Shareholders for the
fiscal year ended October 28, 2005. The Annual Report is included as Exhibit 13 to this
report.(b)
    
    Restrictions on the ability to pay future cash dividends is set forth in Note 10 to the
Consolidated Financial Statements contained in the Annual Report to Shareholders for the
fiscal year ended October 28, 2005. The Annual Report is included as Exhibit 13 to this
report.
    
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  22




---



##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  23




---



##### Table of Contents



Item 9B. Other Information
  24




---



##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
   
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Independent Registered Public Accounting Firm Fees and Services
  25




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
   Annual ReportReferenceConsolidated
Statement of Operations  Fiscal years 2005, 2004, and 2003
    
    
    *Consolidated
Balance Sheet  October 28, 2005 and October 29, 2004
    
    
    *Consolidated
Statement of Cash Flows  Fiscal years 2005, 2004, and 2003
    
    
    *Consolidated Statement of Shareholders Equity and Comprehensive
Income  Fiscal years 2005, 2004, and 2003
    
    
    *Notes to
Consolidated Financial Statements  October 28, 2005
    
    
    *Report of Ernst & Young LLP, Independent Registered Public
Accounting Firm
    
    
    *
 
 *
    
    Incorporated by reference to the Annual Report to Shareholders for the fiscal year ended October
28, 2005. The Annual Report is included as Exhibit 13 to this report.        26




---



##### Table of Contents



ESTERLINE TECHNOLOGIES CORPORATION(Registrant)By
    /s/ Robert D. GeorgeRobert D. GeorgeVice President,Chief Financial Officer,Secretary and Treasurer(Principal Financial Officer)Dated: January 6, 2006
  /s/ Robert W. Cremin
    
    Chairman, President and
    
    January 6, 2006(Robert W. Cremin)
    
    Chief Executive Officer
    
Date(Principal Executive Officer)/s/ Robert D. George
    
    Vice President,
    
    January 6, 2006(Robert D. George)
    
    Chief Financial Officer,
    
DateSecretary and Treasurer(Principal Financial Officer)/s/ Gary J. Posner
    
    Corporate Controller and
    
    January 6, 2006(Gary J. Posner)
    
    Chief Accounting Officer
    
    Date(Principal Accounting Officer)/s/ Lewis E. Burns
    
    Director
    
    January 6, 2006(Lewis E. Burns)
    
    
    
    Date/s/ Ross J. Centanni
    
    Director
    
    January 6, 2006(Ross J. Centanni)
    
    
    
    Date
 27




---



##### Table of Contents



/s/ John F. Clearman
    
    Director
    
    January 6, 2006(John F. Clearman)
    
    
    
    Date/s/ Robert S. Cline
    
    Director
    
    January 6, 2006(Robert S. Cline)
    
    
    
    Date/s/ Anthony P. Franceschini
    
    Director
    
    January 6, 2006(Anthony P. Franceschini)
    
    
    
    Date/s/ Charles R. Larson
    
    Director
    
    January 6, 2006(Charles R. Larson)
    
    
    
    Date/s/ Jerry D. Leitman
    
    Director
    
    January 6, 2006(Jerry D. Leitman)
    
    
    
    Date/s/ James L. Pierce
    
    Director
    
    January 6, 2006(James L. Pierce)
    
    
    
    Date
 28




---



##### Table of Contents



ExhibitNumber
    
    Exhibit3.1
    
    Restated Certificate of Incorporation, dated June 6, 2002. (Incorporated by reference to
Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended April 26,
2002 [Commission File Number 1-6357].)3.2
    
    By-laws of the Company, as amended and restated September 8, 2005 (Incorporated by
reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated September 9, 2005
[Commission File Number 1-6357].)4.1
    
    Rights Agreement dated as of December 11, 2002, between Esterline Technologies
Corporation and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A
the Form of Certificate of Designation of Series B Serial Preferred Stock, as Exhibit B the
Form of Rights of Certificate and as Exhibit C the Summary of Rights to Purchase Preferred
Shares. (Incorporated by reference to Exhibit 4.1 to Esterline Technologies Corporations
Registration Statement on Form 8-A, as amended, filed on December 12, 2002 [Commission File
Number 1-6357].)4.2
    
    Indenture relating to Esterline Technologies Corporations 7.75% Senior Subordinated
Notes due 2013, dated as of June 11, 2003. (Incorporated by reference to Exhibit 4.1 to
Esterline Technologies Corporations Form 10-Q for the quarter ended August 1, 2003
[Commission File Number 1-6357].)4.3
    
    Form of Exchange Note. (Incorporated by reference to Exhibit 4.3 to Esterline
Technologies Corporations Form S-4, as amended, filed on September 30, 2003 [Commission File
Number 333-109325].)10.2
    
    Amendment No. 3 Credit Agreement, dated as of November 14, 2005, among Esterline
Technologies Corporation, the financial institutions referred to therein and Wachovia Bank,
National Association, as Administrative Agent. (Incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K dated November 14, 2005 [Commission File Number
1-6357].)10.4
    
    Industrial Lease dated July 17, 1984, between 901 Dexter Associates and Korry Electronics
Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20,
1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option Exercise
dated January 7, 1991, relating to the manufacturing facility of Korry Electronics at 901
Dexter Avenue N., Seattle, Washington.10.4a
    
    Fourth Amendment dated July 27, 1994, to Industrial Lease dated July 17, 1984 between Houg
Family Partnership, as successor to 901 Dexter Associates, and Korry Electronics Co.
 29




---



##### Table of Contents



ExhibitNumber
    
    Exhibit10.5
    
    Industrial Lease dated July 17, 1984, between 801 Dexter Associates and Korry Electronics
Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20,
1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option Exercise
dated January 7, 1991, relating to the manufacturing facility of Korry Electronics at 801
Dexter Avenue N., Seattle, Washington.10.5a
    
    Fourth Amendment dated March 28, 1994, to Industrial Lease dated July 17, 1984, between
Michael Maloney and the Bancroft & Maloney general partnership, as successor to 801 Dexter
Associates, and Korry Electronics Co.10.10*
    
    Compensation of Directors. (Incorporated by reference to Other Information as to
Directors  Compensation of Directors in the definitive form of the Companys Proxy
Statement, relating to its 2006 Annual Meeting of Shareholders to be held on March 1, 2006,
and to be filed with the Securities and Exchange Commission and the New York Stock Exchange.)10.13*
    
    Amended and Restated 1987 Stock Option Plan. (Incorporated by reference to Exhibit 10 to
Registration Statement of Form S-8 [No. 33-52851] filed March 28, 1994.)10.15*
    
    Esterline Corporation Supplemental Retirement Income Plan for Key Executives.10.16k*
    
    Esterline Technologies Corporation Long-Term Incentive Plan. (Incorporated by reference
to Exhibit 10.16k to the Companys Quarterly Report on Form 10-Q for the quarter ended July
29, 2005 [Commission File Number 1-6357].)10.19*
    
    Executive Officer Termination Protection Agreement.10.19b*
    
    Offer Letter from Esterline
Technologies Corporation to Richard Wood dated February 9, 2005.
(Incorporated by reference to Exhibit 10.19b to the
Companys Quarterly Report on Form 10-Q for the quarter
ended January 28, 2005 [Commission File Number 1-6357].)10.19c*
    
    Severance Protection Agreement between Richard Wood and Esterline Technologies
Corporation, dated February 23, 2005. (Incorporated by reference to Exhibit 10.19c to the
Companys Quarterly Report on Form 10-Q for the quarter ended January 28, 2005 [Commission
File Number 1-6357].)10.19d*
    
    Executive Officer Compensation.
(Incorporated by reference to Executive Compensation in
the definitive form of the Companys Proxy Statement, relating to its
2006 Annual Meeting of Shareholders to be held on March 1, 2006,
and to be filed with the Securities and Exchange Commission and the
New York Stock Exchange.)10.19e*
    
    Offer Letter from Esterline Technologies Corporation to Frank Houston dated March 4, 2005.
(Incorporated by reference to Exhibit 10.19e to the Companys Current Report on Form 8-K
dated March 29, 2005 [Commission File Number 1-6357].)10.20k*
    
    Esterline Technologies Corporation Fiscal Year 2005 Annual Incentive Compensation Plan.
(Incorporated by reference to Exhibit 10.20k to the Companys Quarterly Report on Form 10-Q
for the quarter ended January 28, 2005 [Commission File Number 1-6357].)10.21*
    
    Esterline Technologies Corporation Fiscal Year 2006 Annual Incentive Compensation Plan.
 30




---



##### Table of Contents



ExhibitNumber
    
    Exhibit10.22
    
    Real Property Lease and Sublease, dated June 28, 1996, between 810 Dexter L.L.C. and Korry
Electronics Co.10.24*
    
    Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan.
(Incorporated by reference to Annex B in the definitive form of the Companys Proxy
Statement, relating to its 2003 Annual Meeting of Shareholders held on March 5, 2003, filed
with the Securities and Exchange Commission and the New York Stock Exchange on January 23,
2003 [Commission File Number 1-6357].)10.25
    
    Property lease between Slibail Immobilier and Norbail Immobilier and Auxitrol S.A., dated
April 29, 1997, relating to the manufacturing facility of Auxitrol at 5, allée Charles Pathé,
18941 Bourges Cedex 9, France, effective on the construction completed date (December 5, 1997).10.26
    
    Industrial and build-to-suit purchase and sale agreement between The Newhall Land and
Farming Company, Esterline Technologies Corporation and TA Mfg. Co., dated February 13, 1997
including Amendments. The agreement is for land and building located at 28065 West Franklin
Parkway, Valencia, CA 91384, effective upon acceptance of construction completion (May 12, 1998).10.30
    
    Counterpart Underlease, dated January 4, 1993, between Openment Limited and Muirhead
Vactric Components Limited, relating to premises located at Oakfield Road, Penge in the
London Borough of Bromley. (Incorporated by reference to Exhibit 10.30 to the Companys
Annual Report on Form 10-K for the fiscal year ended October 27, 2000 [Commission File Number 1-6357].)10.31
    
    Lease Agreement, dated as of February 27, 1998, between Glacier Partners and Advanced
Input Devices, Inc., Lease Amendment #1, dated February 27, 1998. (Incorporated by reference
to Exhibit 10.31 to the Companys Annual Report on Form 10-K for the fiscal year ended
October 27, 2000 [Commission File Number 1-6357].)10.33*
    
    Esterline Technologies Corporation 2002 Employee Stock Purchase Plan. (Incorporated by
reference to Annex D in the definitive form of the Companys Proxy Statement, relating to its
2006 Annual Meeting of Shareholders to be held on March 1, 2006, and to be filed with the
Securities and Exchange Commission and the New York Stock Exchange.)
 31




---



##### Table of Contents



ExhibitNumber
    
    Exhibit10.34
    
    Lease Agreement, dated as of August 6, 2003, by and between the Prudential Insurance
Company of America and Mason Electric Co., relating to premises located at Sylmar,
California. (Incorporated by reference to Exhibit 10.34 to the Companys Annual Report on
Form 10-K for the fiscal year ended October 31, 2003 [Commission File Number 1-6357].)10.35
    
    Occupation Lease of Buildings known as Phases 3 and 4 on the Solartron Site at Victoria
Road, Farnborough, Hampshire between J Sainsbury Developments Limited and Weston Aerospace
Limited, dated July 21, 2000. (Incorporated by reference to Exhibit 10.35 to the Companys
Annual Report on Form 10-K for the fiscal year ended October 31, 2003 [Commission File Number 1-6357].)10.36*
    
    Esterline Technologies Corporation 2004 Equity Incentive Plan. (Incorporated by reference
to Annex C in the definitive form of the Companys Proxy Statement, relating to its 2006
Annual Meeting of Shareholders to be held on March 1, 2006, and to be filed with the
Securities and Exchange Commission and the New York Stock Exchange.)10.36a*
    
    Form of Stock Option Agreement. (Incorporated by reference to Exhibit 10.36a to the
Companys Quarterly Report on Form 10-Q for the quarter ended January 28, 2005 [Commission
File Number 1-6357].)10.37
    
    Lease Agreement dated as of March 19, 1969, as amended, between Leach Corporation and Gin
Gor Ju, Trustee of Ju Family Trust, relating to premises located in Orange County.
(Incorporated by reference to Exhibit 10.37 to the Companys Annual Report on Form 10-K for
the fiscal year ended October 29, 2004 [Commission File Number 1-6357].)10.40*
    
    Esterline Technologies Corporation Amended and Restated Non-Employee Directors Stock
Compensation Plan. (Incorporated by reference to Exhibit 10.40 to the Companys Quarterly
Report on Form 10-Q for the quarter ended January 28, 2005 [Commission File Number 1-6357].)11
    
    Schedule setting forth computation of earnings per share for the five fiscal years ended
October 28, 2005.12.1
    
    Statement of Computation of Ratio of Earnings to Fixed Charges.13
    
    Portions of the Annual Report to Shareholders for the fiscal year ended October 28, 2005,
incorporated by reference herein.21
    
    List of subsidiaries.23
    
    Consent of Independent Registered Public Accounting Firm.
 32




---



##### Table of Contents



ExhibitNumber
    
    Exhibit31.1
    
    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.
 
 *
    
    Indicates management contract or compensatory plan or arrangement. 33




---



##### Table of Contents



Balance at
    
    
    Charged
    
    
    
    
    
    
    BalanceBeginning
    
    
    to Costs
    
    
    
    
    
    
    at EndDescription
    
    of Year
    
    
    and Expenses
    
    
    Deductions
    
    
    of YearReserve for Doubtful
Accounts ReceivableFiscal Years2005
    
    $
    3,687
    
    
    $
    1,511
    
    
    $
    (736
    )1
    
    $
    4,4622004
    
    $
    2,669
    
    
    $
    1,294
    
    
    $
    (276
    )1
    
    $
    3,6872003
    
    $
    2,700
    
    
    $
    741
    
    
    $
    (772
    )1
    
    $
    2,669
 
 1
    
    Uncollectible accounts written off, net of recoveries. 34