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

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

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 þ 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 þ 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of ~~March 4,~~September 3, 2015, ~~31,111,532~~29,545,713 shares of the issuer’s common stock were outstanding.

	January 30,		October 31,		July 31,		October 31,
	2015		2014		2015		2014
	(Unaudited)				(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	128,122	$	238,144	$	187,682	$	238,144
Cash in escrow		180,091		-
Accounts receivable, net of allowances of $9,730 and $10,023		342,399		379,889
Accounts receivable, net of allowances of $10,397 and $10,023						373,699		379,889
Inventories
Raw materials and purchased parts		159,525		165,839		174,346		165,839
Work in progress		178,893		178,354		191,519		178,354
Finished goods		87,547		89,402		103,835		89,402
		425,965		433,595		469,700		433,595

Income tax refundable		6,416		5,266		17,515		5,266
Deferred income tax benefits		54,823		48,679		36,945		48,679
Prepaid expenses		25,205		20,336		21,407		20,336
Other current assets		2,321		2,149		17,196		2,149
Current assets of businesses held for sale		38,357		41,446		14,398		41,446
Total Current Assets		1,203,699		1,169,504		1,138,542		1,169,504

Property, Plant and Equipment		703,223		721,460		723,746		721,460
Accumulated depreciation		400,043		402,118		417,355		402,118
		303,180		319,342		306,391		319,342

Other Non-Current Assets
Goodwill		1,003,380		1,071,786		1,040,443		1,071,786
Intangibles, net		429,577		471,377		459,968		471,377
Debt issuance costs, net of accumulated amortization of $6,085 and $5,743		3,952		4,295
Debt issuance costs, net of accumulated amortization of $2,789 and $5,743						11,035		4,295
Deferred income tax benefits		59,533		71,307		75,612		71,307
Other assets		20,690		14,179		22,103		14,179
Non-current assets of businesses held for sale		59,379		71,677		31,558		71,677
	$	3,083,390	$	3,193,467
Total Assets					$	3,085,652	$	3,193,467

	January 30,			October 31,			July 31,			October 31,
	2015			2014			2015			2014
	(Unaudited)						(Unaudited)
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	106,532		$	115,284		$	111,415		$	115,284
Accrued liabilities		241,009			262,536			267,386			262,536
Current maturities of long-term debt		12,670			12,774			1,014			12,774
Deferred income tax liabilities		3,190			1,773			2,993			1,773
Federal and foreign income taxes		2,448			1,571			3,853			1,571
Current liabilities of businesses held for sale		13,434			14,191			8,885			14,191
Total Current Liabilities		379,283			408,129			395,546			408,129

Long-Term Liabilities
Credit facilities		280,000			100,000			200,000			100,000
Long-term debt, net of current maturities		502,041			509,720			712,809			509,720
Deferred income tax liabilities		136,898			149,165			133,499			149,165
Pension and post-retirement obligations		57,581			62,693			56,758			62,693
Other liabilities		34,144			46,884			30,512			46,884
Non-current liabilities of businesses held for sale		19,794			18,876			1,859			18,876

Shareholders' Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued 32,227,251 and 32,123,717 shares		6,445			6,425
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued 32,365,349 and 32,123,717 shares								6,473			6,425
Additional paid-in capital		664,325			655,723			679,647			655,723
Treasury stock at cost, repurchased 1,118,876 and 269,228 shares		(122,887	)		(30,262	)
Treasury stock at cost, repurchased 2,831,350 and 269,228 shares								(289,780	)		(30,262	)
Retained earnings		1,395,827			1,387,508			1,444,134			1,387,508
Accumulated other comprehensive loss		(280,082	)		(131,577	)		(295,835	)		(131,577	)
Total Esterline shareholders' equity		1,663,628			1,887,817
Total Esterline Shareholders' Equity								1,544,639			1,887,817
Noncontrolling interests		10,021			10,183			10,030			10,183
Total Shareholders' Equity		1,673,649			1,898,000			1,554,669			1,898,000
	$	3,083,390		$	3,193,467
Total Liabilities and Shareholders' Equity							$	3,085,652		$	3,193,467

For the Three and Nine Month Periods Ended ~~January 30,~~July 31, 2015 and ~~January 31,~~August 1, 2014

	Three Months Ended							Three Months Ended						Nine Months Ended
	January 30,			January 31,				July 31,			August 1,			July 31,			August 1,
	2015			2014				2015			2014			2015			2014

Net Sales	$	446,344		$	485,940			$	496,217		$	506,309		$	1,442,641		$	1,503,110
Cost of Sales		300,994			315,205				326,421			329,222			963,844			976,063
		145,350			170,735				169,796			177,087			478,797			527,047
Expenses
Selling, general & administrative		93,656			89,132				91,968			88,884			286,366			270,051
Research, development and engineering		22,455			25,646				29,245			24,259			78,700			75,441
Restructuring charges		3,050			4,796				1,403			3,405			5,375			10,279
Other (income) expense		(12,744	)		-				-			-			(12,744	)		-
Total Expenses		106,417			119,574				122,616			116,548			357,697			355,771

Operating Earnings from Continuing Operations		38,933			51,161				47,180			60,539			121,100			171,276
Interest Income		(179	)		(119	)			(144	)		(145	)		(447	)		(400	)
Interest Expense		5,841			8,625				10,618			7,865			25,023			24,924
Loss on Extinguishment of Debt									-			533			329			533

Earnings from Continuing Operations Before Income Taxes		33,271			42,655				36,706			52,286			96,195			146,219
Income Tax Expense		8,150			8,626				6,405			12,403			19,097			31,415
Earnings from Continuing Operations Including Noncontrolling Interests		25,121			34,029				30,301			39,883			77,098			114,804

Earnings Attributable to Noncontrolling Interests		(63	)		(86	)			(111	)		(46	)		(218	)		(429	)
Earnings from Continuing Operations Attributable to Esterline, Net of Tax		25,058			33,943				30,190			39,837			76,880			114,375

Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(16,739	)		(3,865	)			(1,693	)		(929	)		(20,254	)		(8,485	)

Net Earnings Attributable to Esterline	$	8,319		$	30,078			$	28,497		$	38,908		$	56,626		$	105,890

Earnings (Loss) Per Share Attributable to Esterline - Basic:							Earnings (Loss) Per Share Attributable to Esterline - Basic:
Continuing operations	$	0.79		$	1.07			$	1.00		$	1.25		$	2.48		$	3.60
Discontinued operations		(0.53	)		(0.12	)			(0.06	)		(0.03	)		(0.65	)		(0.27	)
Earnings (Loss) Per Share Attributable to Esterline - Basic	$	0.26		$	0.95			$	0.94		$	1.22		$	1.83		$	3.33

Earnings (Loss) Per Share Attributable to Esterline - Diluted:							Earnings (Loss) Per Share Attributable to Esterline - Diluted:
Continuing operations	$	0.78		$	1.05			$	0.97		$	1.22		$	2.44		$	3.53
Discontinued operations		(0.52	)		(0.12	)			(0.05	)		(0.03	)		(0.64	)		(0.26	)
Earnings (Loss) Per Share Attributable to Esterline - Diluted	$	0.26		$	0.93			$	0.92		$	1.19		$	1.80		$	3.27

Comprehensive Income (Loss)	$	(140,186	)	$	(10,438	)		$	(990	)	$	16,479		$	(107,632	)	$	86,162

For the ~~Three~~Nine Month Periods Ended ~~January 30,~~July 31, 2015 and ~~January 31,~~August 1, 2014

	January 30,			January 31,			July 31,			August 1,
	2015			2014			2015			2014

Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$	8,382		$	30,164		$	56,844		$	106,319
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization		25,033			29,639			77,310			87,443
Deferred income taxes		(1,178	)		(1,445	)		(9,333	)		(13,104	)
Share-based compensation		2,707			3,583			8,618			9,833
Gain on release of non-income tax liability		(15,656	)		-			(15,656	)		-
Loss on assets held for sale		14,077			-			16,963			-
Working capital changes, net of effect of acquisitions:
Accounts receivable		20,229			56,012			17,943			23,480
Inventories		(19,525	)		(25,033	)		(18,313	)		(42,411	)
Prepaid expenses		(6,411	)		(6,334	)		(2,588	)		(6,202	)
Other current assets		114			515			142			(99	)
Accounts payable		(2,470	)		(11,443	)		(16,809	)		(4,508	)
Accrued liabilities		(22,419	)		(15,640	)		(7,189	)		(16,458	)
Federal and foreign income taxes		800			(3,531	)		(8,501	)		(7,983	)
Other liabilities		4,078			(143	)		3,243			(1,440	)
Other, net		(2,565	)		(6,421	)		1,526			(155	)
		5,196			49,923			104,200			134,715

Cash Flows Provided (Used) by Investing Activities
Purchase of capital assets		(13,080	)		(11,533	)		(37,777	)		(35,009	)
Escrow deposit		(180,091	)		-
Proceeds from sale of capital assets		-			-
Acquisition of business, net of cash acquired		-			(44,599	)
Proceeds from sale of discontinued operations								32,053			-
Acquisition of businesses, net of cash acquired								(171,070	)		(44,745	)
		(193,171	)		(56,132	)		(176,794	)		(79,754	)

Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		2,632			14,677			13,477			23,173
Excess tax benefits from stock option exercises		895			3,440			1,877			6,392
Shares repurchased		(90,237	)		-			(259,518	)		(5,176	)
Repayment of long-term credit facilities		-			-			(235,000	)		(40,000	)
Repayment of long-term debt		(1,760	)		(3,847	)		(167,065	)		(34,076	)
Proceeds from issuance of long-term credit facilities		180,000			25,000			335,000			25,000
Proceeds from issuance of long-term debt								356,532			-
Proceeds from government assistance		-			-			3,054			3,362
Dividends paid to noncontrolling interests		-			(702	)		-			(780	)
Debt and other issuance costs		-			-			(8,213	)		-
		91,530			38,568			40,144			(22,105	)

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		(13,577	)		(3,099	)		(18,012	)		(1,578	)
Net Increase (Decrease) in Cash and Cash Equivalents		(110,022	)		29,260			(50,462	)		31,278

Cash and Cash Equivalents - Beginning of Year		238,144			179,178			238,144			179,178
Cash and Cash Equivalents - End of Year	$	128,122		$	208,438
Cash and Cash Equivalents - End of Period							$	187,682		$	210,456

Supplemental Cash Flow Information:
Cash paid for interest	$	11,139		$	11,893		$	15,939		$	26,066
Cash paid for taxes		6,334			14,082			29,790			49,036

For the Three and Nine Month Periods Ended ~~January 30,~~July 31, 2015 and ~~January 31,~~August 1, 2014

The consolidated balance sheet as of ~~January 30,~~July 31, 2015, the consolidated statement of operations and comprehensive income (loss) for the three and nine month periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, and the consolidated statement of cash flows for the ~~three~~nine month periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, 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.

The notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014, provide a summary of significant accounting policies and additional financial information that should be read in conjunction with this Form 10-Q.

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 nine months of fiscal ~~quarter of~~ 2015 was 1339 weeks, while the first nine months of fiscal ~~quarter of~~ 2014 was 1440 weeks.

On June 5, 2014, the Company’s board of directors authorized a change in the Company’s fiscal year end to the last Friday of September from the last Friday in ~~October, effective for fiscal year 2016.~~October. The Company plans to report its financial results for the 11-month transition period of November 1, 2014, through October 2, 2015, on an Annual Report on Form 10-K and to thereafter file its annual report for each 12-month period ending the last Friday of September of each year, beginning with the 12-month period ending September 30, 2016.

In April 2014, the Financial Accounting Standards Board (FASB) issued guidance that modifies the criteria used to qualify divestitures for classification as discontinued operations and expands disclosure related to disposals of significant components. The amendment will become effective for the Company in fiscal 2016, with early adoption permitted; however, the Company does not expect to early adopt the amended guidance. The amended guidance is expected to decrease the likelihood that future disposals will qualify for discontinued operations treatment, meaning that the results of operation of some future disposals may be reported as continuing operations.

In May 2014, ~~the Financial Accounting Standards Board (FASB)~~FASB amended requirements for an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is ~~not~~ permitted. The updated standard becomes effective for the Company in the first fiscal quarter of ~~2018.~~2019. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on consolidated financial statements and related disclosures.

In April 2015, FASB amended requirements related to the presentation of debt issuance costs. The updated standard requires debt issuance costs related to recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The recognition and measurement of debt issuance costs are not affected by this amendment. The updated standard is effective for the Company in the first fiscal quarter of 2016. The Company does not expect that the standard will have a material impact on its consolidated financial statements and related disclosures.

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 and restricted stock units. Common shares issuable from stock options excluded from the calculation of diluted earnings per share because they were anti-dilutive were ~~274,950~~370,050 and ~~194,900~~170,300 in the ~~first~~third fiscal quarter of 2015 and 2014, respectively. Shares used for calculating earnings per share are disclosed in the following ~~table.~~table:

In Thousands	Three Months Ended				Three Months Ended				Nine Months Ended
					July 31,		August 1,		July 31,		August 1,
	January 30,		January 31,		2015		2014		2015		2014
	2015		2014
Shares used for basic earnings per share		31,608		31,608		30,397		31,995		31,003		31,818
Shares used for diluted earnings per share		32,154		32,230		30,914		32,591		31,531		32,427

The authorized capital stock of the Company consists of 25,000 shares of preferred stock ($100 par value), 475,000 shares of serial preferred stock ($1.00 par value), each issuable in series, and 60,000,000 shares of common stock ($.20 par value). ~~At the end~~As of ~~fiscal~~July 31, 2015, and October 31, 2014, there were no shares of preferred stock or serial preferred stock outstanding.

On June 19, 2014, the Company’s board of directors approved a $200 million share repurchase program. In March 2015, the Company’s board of directors approved an additional $200 million for the share repurchase program. Under the program, the Company is authorized to repurchase up to ~~$200~~$400 million of outstanding shares of common stock from time to time, depending on market conditions, share price and other factors. Repurchases may be made in the open market or through private transactions, in accordance with SEC requirements. The Company may enter into a Rule 10(b)5-1 plan designed to facilitate the repurchase of all or a portion of the repurchase amount. The program does not require the Company to acquire a specific number of shares. Common stock repurchased can be reissued, and accordingly, the Company accounts for repurchased stock under the cost method of accounting.

During the ~~three~~nine months ended ~~January 30,~~July 31, 2015, the Company repurchased ~~849,648~~2,562,122 shares under this program at an average price paid per share of ~~$109.02,~~$101.29, for an aggregate purchase price of ~~$92.6~~$259.5 million.

	January 30,		October 31,
	2015		2014		July 31,		October 31,
					2015		2014
Shares Issued:
Balance, beginning of year		32,123,717		31,441,949		32,123,717		31,441,949
Shares issued under share-based compensation plans		103,534		681,768		241,632		681,768
Balance, end of current period		32,227,251		32,123,717		32,365,349		32,123,717

Treasury Stock:
Balance, beginning of year		269,228		-		269,228		-
Shares purchased		849,648		269,228		2,562,122		269,228
Balance, end of current period		1,118,876		269,228		2,831,350		269,228

Shares outstanding, end of period		31,108,375		31,854,489		29,533,999		31,854,489

In Thousands	January 30,			October 31,			July 31,			October 31,
	2015			2014			2015			2014

Unrealized gain (loss) on derivative contracts	$	(35,768	)	$	(14,179	)	$	(27,050	)	$	(14,179	)
Tax effect		9,715			3,890			7,317			3,890
		(26,053	)		(10,289	)		(19,733	)		(10,289	)

Pension and post-retirement obligations		(80,285	)		(90,225	)		(77,644	)		(90,225	)
Tax effect		26,820			30,072			25,941			30,072
		(53,465	)		(60,153	)		(51,703	)		(60,153	)

Currency translation adjustment		(200,564	)		(61,135	)		(224,399	)		(61,135	)
Accumulated other comprehensive gain (loss)	$	(280,082	)	$	(131,577	)	$	(295,835	)	$	(131,577	)

The Company’s pension plans principally include a U.S. pension plan maintained by Esterline and a non-U.S. plan maintained by CMC Electronics, Inc. (CMC). The Company also sponsors a number of other non-U.S. defined benefit pension plans, primarily in Belgium, France and Germany. In fiscal 2014, the Company offered vested terminated participants of its U.S. pension plan a one-time opportunity to elect a lump-sum payment from the plan in lieu of a lifetime annuity. In the first fiscal quarter of 2015, the Company made a $16.6 million lump-sum payment to vested terminated pension plan participants from the plan, which resulted in an actuarial estimated settlement charge of ~~$3.0~~$3.2 million. The charge was recorded in selling, general and administrative expenses. Components of periodic pension cost consisted of the following:

In Thousands		Three Months Ended							Three Months Ended						Nine Months Ended
		January 30,			January 31,				July 31,			August 1,			July 31,			August 1,
		2015			2014				2015			2014			2015			2014
Components of Net Periodic Cost	Components of Net Periodic Cost							Components of Net Periodic Cost
Service cost		$	2,731		$	2,730			$	3,028		$	2,621		$	8,728		$	8,244
Interest cost			4,177			4,813				4,334			4,737			12,863			14,314
Expected return on plan assets			(6,474	)		(6,515	)			(6,398	)		(6,504	)		(19,257	)		(19,398	)
Settlement			2,991			-				184			-			3,175			-
Amortization of prior service cost			18			19				271			19			305			58
Amortization of actuarial (gain) loss			1,130			1,357				1,462			1,213			3,860			3,913
Net periodic cost (benefit)		$	4,573		$	2,404			$	2,881		$	2,086		$	9,674		$	7,131

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							Three Months Ended						Nine Months Ended
		January 30,			January 31,				July 31,			August 1,			July 31,			August 1,
		2015			2014				2015			2014			2015			2014
Components of Net Periodic Cost	Components of Net Periodic Cost							Components of Net Periodic Cost
Service cost		$	220		$	235			$	206		$	233		$	631		$	696
Interest cost			141			189				134			187			411			560
Amortization of prior service cost			(11	)		(17	)			(18	)		(17	)		(52	)		(51	)
Amortization of actuarial (gain) loss			(25	)		(68	)			(23	)		(67	)		(72	)		(201	)
Net periodic cost (benefit)		$	325		$	339			$	299		$	336		$	918		$	1,004

The Company amortizes prior service cost and actuarial gains and losses from accumulated other comprehensive income to expense over the remaining service period.

Fair value is defined 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. A fair value hierarchy has been established that prioritizes the inputs to valuation

techniques used to measure fair value. An asset’s 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 ~~January 30,~~July 31, 2015, and October 31, 2014.

In Thousands	Level 2				Level 2
	January 30,		October 31,		July 31,		October 31,
	2015		2014		2015		2014
Assets:
Derivative contracts designated as hedging instruments	$	406	$	24	$	892	$	24
Derivative contracts not designated as hedging instruments		210		1,081		1,213		1,081
Embedded derivatives		7,547		2,351		4,454		2,351

Liabilities:
Derivative contracts designated as hedging instruments	$	36,517	$	14,592	$	28,277	$	14,592
Derivative contracts not designated as hedging instruments		8,802		4,188		1,837		4,188
Embedded derivatives		30		15		132		15

In Thousands	Level 3				Level 3
	January 30,		October 31,		July 31,		October 31,
	2015		2014		2015		2014
Liabilities:
Contingent purchase obligation	$	5,000	$	5,000	$	3,750	$	5,000

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~~From time to time, the Company’s derivative contracts consist of foreign currency exchange contracts and interest rate swap agreements. 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.

The Company’s contingent purchase ~~obligations consist~~obligation consists of additional contingent consideration in connection with the acquisition of Sunbank Family of Companies, LLC (Sunbank) of $3.8 million as of July 31, 2015, and $5.0 million as of ~~January 30,~~October 31, 2014. The Company paid the first installment of $1.3 million in the third fiscal quarter of 2015. The contingent ~~considerations~~consideration will be payable to the sellers if certain performance objectives are met following the acquisition in accordance with the terms of the purchase agreement. The values recorded on the balance sheet were derived from the estimated probability that the performance objectives will be met. The contingent purchase obligation is categorized as Level 3 in the fair value hierarchy.

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 an 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 Income (AOCI) 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 AOCI is reclassified into earnings in the same period during which the underlying hedged transaction affects earnings.

The fair value 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. At ~~January 30,~~July 31, 2015, and October 31, 2014, the Company did not have any hedges with credit-risk-related

contingent features or that required the posting of collateral. The cash flows from derivative contracts are recorded in operating activities in the Consolidated Statement of Cash Flows.

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 transactions denominated in foreign currencies. At ~~January 30,~~July 31, 2015, and October 31, 2014, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of ~~$402.7~~$380.3 million and $396.2 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.

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 swaps to help meet this objective.

In April 2015, the Company issued €330.0 million in 3.625% Senior Notes due April 2023 (2023 Notes) and requiring semi-annual interest payments in April and October each year until maturity. The Company designated the 2023 Notes a hedge of the investment of certain foreign business units. The foreign currency gain or loss that is effective as a hedge is reported as a component of other comprehensive income (loss) 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 since inception of the hedge. The Company also designated the accrued interest on the 2023 Notes as a net investment hedge.

In July 2011, the Company entered into a Euro Term Loan for €125.0 million under the secured credit facility. The Company designated the Euro Term Loan a hedge of the investment in a certain French business unit. The foreign currency gain or loss that is effective as a hedge is reported as a component of other comprehensive income (loss) 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 since inception of the hedge. On June 30, 2014, the Company paid off the remaining balance of the Euro Term Loan. As a result, the Company recorded a net loss of $0.5 million on extinguishment of ~~debt.~~debt in the third fiscal quarter of 2014.

Fair value of derivative instruments in the Consolidated Balance Sheet at ~~January 30,~~July 31, 2015, and October 31, 2014, consisted of:

In Thousands		Fair Value					Fair Value
		January 30,		October 31,			July 31,		October 31,
	Classification	2015		2014		Classification	2015		2014
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	616	$	1,052	Other current assets	$	1,739	$	1,052
	Other assets		-		53	Other assets		366		53
	Accrued liabilities		34,212		15,490	Accrued liabilities		22,683		15,490
	Other liabilities		11,107		3,290	Other liabilities		7,431		3,290

Embedded Derivative Instruments:
	Other current assets	$	843	$	296	Other current assets	$	497	$	296
	Other assets		6,704		2,055	Other assets		3,957		2,055
	Accrued liabilities		30		15	Accrued liabilities		132		15
						Other liabilities		-		-

The effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and nine month periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, consisted of:

We recognized the following gains (losses) on contracts designated as fair value hedges:

In Thousands	Three Months Ended				Three Months Ended					Nine Months Ended
Gain (Loss)	January 30,		January 31,		July 31,		August 1,			July 31,		August 1,
	2015		2014		2015		2014			2015		2014

Embedded derivatives:
Recognized in sales	$	6,263	$	2,560	$	491	$	(651	)	$	2,070	$	215

We recognized the following gains (losses) on contracts designated as cash flow hedges:

In Thousands	Three Months Ended						Three Months Ended						Nine Months Ended
Gain (Loss)	January 30,			January 31,			July 31,			August 1,			July 31,			August 1,
	2015			2014			2015			2014			2015			2014

Foreign currency forward exchange contracts:
Recognized in AOCI (effective portion)	$	(16,968	)	$	(11,756	)	$	(1,468	)	$	1,873		$	6,305		$	(858	)
Reclassified from AOCI into sales		(4,621	)		(511	)		(5,775	)		(893	)		(19,176	)		(3,638	)

We recognized the following gains (losses) on contracts designated as net investment hedges:

In Thousands	Three Months Ended				Three Months Ended				Nine Months Ended
Gain (Loss)	January 30,		January 31,		July 31,		August 1,		July 31,			August 1,
	2015		2014		2015		2014		2015			2014

Euro term loan:
Euro Term Loan:
Recognized in AOCI	$	-	$	529	$	-	$	162	$	-		$	134

2023 Notes:
Recognized in AOCI					$	7,095	$	-	$	(5,940	)	$	-

2023 Notes Interest:
Recognized in AOCI					$	34	$	-	$	34		$	-

During the first ~~three~~nine months of fiscal 2015 and 2014, the Company recorded ~~losses~~a gain of ~~$3.2~~$1.0 million and ~~$0.5~~a loss of $0.8 million, respectively, on foreign currency forward exchange contracts that have not been designated as an accounting ~~hedge.~~hedges. These foreign currency exchange ~~losses~~gains (losses) 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 first ~~three~~nine months of fiscal 2015 and 2014. 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 first ~~three~~nine months of fiscal 2015 and 2014.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately ~~$27.4~~$20.8 million of net loss into earnings over the next 12 months. The ~~$27.4~~$20.8 million loss will reduce the Company’s ~~U.S. dollar denominated~~U.S.-dollar-denominated sales covered by qualified forward contracts to the forward rate when the Company entered into the forward contracts. The maximum duration of the Company’s foreign currency cash flow hedge contracts at ~~January 30,~~July 31, 2015, is 24 months.

The income tax ~~rates were 24.5% and 20.2% for~~rate was 17.4% in the ~~first~~third fiscal quarter of ~~fiscal~~ 2015 ~~and 2014, respectively.~~compared with 23.7% in the prior-year period. In the ~~first~~third fiscal quarter of 2015, the Company recognized ~~$0.5~~$0.9 million of discrete tax ~~expense~~benefits principally related to the following items. The first item was approximately $2$1.2 million of tax benefits due to the release of reserves upon the expiration of a statute of limitations. The second item was approximately $0.3 million of discrete tax expense principally related to reconciling the prior year’s income tax return to the income tax provision. In the third fiscal quarter of 2014, the Company recognized $0.2 million of discrete tax expense. The income tax rate differed from the statutory rate in the third fiscal quarters of 2015 and 2014, as both years benefited from various tax credits and certain foreign interest expense deductions.

The income tax rates were 19.9% and 21.5% for the first nine months of fiscal 2015 and 2014, respectively. In the first nine months of fiscal 2015, the Company recognized $0.1 million of discrete tax benefits principally related to the following items. The first item was approximately $1.5 million of discrete tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. The second item was approximately $1.2 million of tax benefits due to the release of reserves upon the expiration of a statute of limitations. The third item was approximately $2.6 million of discrete tax expense principally related to reconciling the prior year’s income tax return to the income tax provision. In the first nine months of fiscal 2014, the Company recognized approximately $0.9 million of discrete tax benefits principally related to the following items. The first item was approximately $0.7 million of tax benefits upon the release of reserves due to the expiration of a statute of limitations. The second item was a $0.5 million reduction of net deferred income tax liabilities as a result of the enactment of tax laws reducing the U.K. statutory income tax rate. The third item was approximately $0.3 million of discrete tax expense principally related to reconciling the prior year’s income tax return to the income tax provision. The second item was approximately $1.5 million of tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. In the first fiscal quarter of 2014, the Company recognized approximately $0.5 million of discrete tax benefits principally related to the release of reserves due to the expiration of a statute of limitations. The income tax rate differed from the statutory rate in the first ~~three~~nine months of fiscal 2015 and 2014, as both years benefited from various tax credits and certain foreign interest expense deductions.

It is reasonably possible that within the next twelve months approximately ~~$2.9~~$0.9 million of tax benefits that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of applicable statutes of limitations.

In March 2011, the Company entered into a secured credit facility for $460 million made available through a group of banks. The credit facility is secured by substantially all of the Company’s assets and interest is based on standard inter-bank offering rates. ~~The~~On April 9, 2015, the Company amended the secured credit facility ~~expires July 20, 2016.~~to extend the expiration to April 9, 2020, increase the revolving credit facility to $500 million, and provide for a delayed-draw term loan facility of $250 million. Borrowing under the delayed-draw term loan facility, if utilized, may be used only for working capital and repayment or refinancing of our existing indebtedness and to pay the fees and expenses in connection therewith. The ~~spread~~interest rate on the credit facility ranges from LIBOR plus ~~1.5%~~1.25% to LIBOR plus ~~2.25%~~2.00% depending on the leverage ratios at the time the funds are drawn. At ~~January 30,~~July 31, 2015, the Company had ~~$280.0~~$200.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.50%, which was ~~1.67%~~1.69% at ~~January 30,~~July 31, 2015. In the first fiscal quarter of 2015, borrowing under the secured credit facility increased $180.0 million, which was principally used to fund $65.0 million of the approximately $170.0 million acquisition of the display business of Barco N.V. (Barco) and $90.2 million for the share repurchase program.

In April 2013, the Company amended the secured credit facility to provide for a $175.0 million term loan (U.S. Term Loan). The interest rate on the U.S. Term Loan ranges from LIBOR plus 1.5% to LIBOR plus 2.25% depending on the leverage ratios at the time the funds are drawn. ~~At January 30,~~On April 8, 2015, the Company ~~had $159.7~~paid off the $175 million ~~outstanding under the~~ U.S. Term ~~Loan at an interest rate of LIBOR plus 1.50%, which was 1.67% at January 30, 2015. The loan amortizes at 1.25% of the original principal balance quarterly through March 31, 2016,~~Loan. In connection with the ~~remaining balance due~~redemption, the Company wrote off $0.3 million in ~~July 20, 2016.~~unamortized debt issuance costs as a loss on extinguishment of debt in the second fiscal quarter of 2015.

In August 2010, the Company issued $250.0 million in 7% Senior Notes due August 1, 2020 (2020 Notes), and requiring semi-annual interest payments in ~~March~~February and ~~September~~August of each year until maturity. The net proceeds from the sale of the notes, after deducting $4.4 million of debt issuance ~~cost,~~costs, were $245.6 million. The 2020 Notes are general unsecured senior obligations of the Company. The 2020 Notes are guaranteed, jointly and severally on a senior basis, by all the existing and future domestic subsidiaries of the

Company unless designated as an “unrestricted subsidiary,” and those foreign subsidiaries that executed related subsidiary guarantees under the indenture covering the 2020 Notes. The 2020 Notes are subject to redemption at the option of the Company at any time prior to August 1, 2015, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. The 2020 Notes are also subject to redemption at the option of the Company, in whole or in part, on or after August 1, 2015, at redemption prices starting at 103.500% of the principal amount plus accrued interest during the period beginning August 1, 2015, and declining annually to 100% of principal and accrued interest on or after August 1, 2018.

Subsequent to period end, on August 3, 2015, the Company borrowed $250 million under the delayed-draw term loan provided for under the amended credit facility. The delayed-draw term loan carries the same interest rate as the amended credit facility. On August 4, 2015, the proceeds from the delayed-draw term loan were used to redeem all of the 7% Senior Notes due 2020. As part of the redemption, the Company incurred an $8.75 million redemption premium and wrote off $2.4 million in unamortized debt issuance costs which will be expensed in the fourth fiscal quarter of 2015.

In April 2015, the Company issued €330.0 million in 3.625% 2023 Notes requiring semi-annual interest payments in April and October of each year until maturity. The net proceeds from the sale of the notes, after deducting $5.7 million of debt issuance costs, were $350.8 million. The 2023 Notes are general unsecured senior obligations of the Company. The 2023 Notes are unconditionally guaranteed on a senior basis by the Company and certain subsidiaries of the Company that are guarantors under the Company’s existing secured credit facility. The 2023 Notes are subject to redemption at the option of the Company at any time prior to April 15, 2018, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. The Company may also redeem up to 35% of the 2023 Notes before April 15, 2018, with the net cash proceeds from equity offerings. The 2023 Notes are also subject to redemption at the option of the Company, in whole or in part, on or after April 15, 2018, at redemption prices starting at 102.719% of the principal amount plus accrued interest during the period beginning April 15, 2018, and declining annually to 100% of principal and accrued interest on or after April 15, 2021.

Based on quoted market prices, the approximate fair value of the Company’s ~~$250.0 million 7.0% Senior~~2020 Notes ~~due August 1, 2020 (2020 Notes),~~ was approximately ~~$262.5~~$255.3 million and $266.9 million as of ~~January 30,~~July 31, 2015, and October 31, 2014, respectively. Based on quoted market prices, the approximate fair value of the Company’s 2023 Notes was approximately $352.5 million as of July 31, 2015. The carrying ~~amounts~~amount of the secured credit facility ~~and U.S. Term Loan approximate~~approximates fair value. Estimates of fair value for the 2020 Notes and 2023 Notes are based on quoted market prices, and are considered Level 2 inputs as defined in the fair value hierarchy described in Note 5.

Government refundable advances consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The repayment of this advance is based on year-over-year commercial aviation revenue growth at CMC beginning in 2014. Imputed interest on the advance was ~~4.58%~~4.29% at ~~January 30,~~July 31, 2015. The debt recognized was ~~$46.4~~$43.2 million and $51.9 million as of ~~January 30,~~July 31, 2015, and October 31, 2014, respectively.

As of ~~January 30,~~July 31, 2015, and October 31, 2014, the Company had a ~~$1.8 million and~~liability of $1.5 million ~~liability, respectively,~~in both periods, related to environmental remediation at a previously sold business for which the Company provided indemnification.

~~During~~In the first fiscal quarter of 2015, the Company recognized a $15.7 million gain and a $2.4 million reduction in interest expense upon the lapse of a statutory period related to a liability for a non-income tax position of an acquired company.

On March 5, 2014, the Company entered into a Consent Agreement with the U.S. Department of State’s Directorate of Defense Trade Controls Office of Defense Trade Controls Compliance (DTCC) to resolve alleged International Traffic in Arms Regulations (ITAR) civil violations. The Consent Agreement settled the pending ITAR compliance matter with the DTCC previously reported by the Company that resulted from voluntary reports the Company filed with DTCC that disclosed possible technical and administrative violations of the ITAR. The Consent Agreement has a three-year term and provides for: (i) a payment of $20 million, $10 million of which is suspended and eligible for offset credit based on verified expenditures for past and future remedial compliance measures; (ii) the appointment of an external Special Compliance Official to oversee compliance with the Consent Agreement and the ITAR; (iii) two external audits of the Company’s ITAR compliance program; and (iv) continued implementation of ongoing remedial compliance measures and additional remedial compliance measures related to automated systems and ITAR compliance policies, procedures, and training.

The settlement amount in the Consent Agreement was consistent with the amount proposed by DTCC in August 2013, for which the Company estimated and recorded a $10 million charge in the third fiscal quarter ended July 26, 2013. The $10 million portion of the settlement that is not subject to suspension will be paid in installments, with $4 million paid in March 2014, $2 million paid in February 2015, and $2 million to be paid in each of March ~~2015,~~ 2016 and 2017. The Company expects some part of recent investments made in its ITAR compliance program will be eligible for credit against the suspended portion of the settlement amount, which include: additional staffing, ongoing implementation of a new software system, employee training, and establishment of a regular

compliance audit program and corrective action process. The Company expects recent and future investments in remedial compliance measures will be sufficient to cover the $10 million suspended payment.

As of ~~January 30,~~July 31, 2015, the Company had three share-based compensation plans, which are described below. The compensation cost that has been charged against income for those plans was ~~$2.7~~$8.6 million and ~~$3.6~~$9.8 million for the first ~~three~~nine months of fiscal 2015 and 2014, respectively. During the first ~~three~~nine months of fiscal 2015 and 2014, the Company issued ~~103,534~~241,632 and ~~335,683~~600,540 shares, respectively, under its share-based compensation plans.

The ESPP is a “safe-harbor” designed plan whereby shares are purchased by participants at a discount of 5% of the market value on the purchase date and, therefore, compensation cost is not recorded.

The Company offers shares under its employee sharesave scheme for U.K. employees. This plan allows participants the option to purchase shares at a 5% discount of the market price of the stock as of the beginning of the offering period. The term of these options is three years. The sharesave scheme is not a “safe-harbor” design, and therefore, compensation cost is recognized on this plan. Under the sharesave scheme, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. NoThe Company granted 25,984 and 29,242 options ~~were~~in the nine month periods ended July 31, 2015, and August 1, 2014, respectively. The weighted-average grant date fair value of options granted during the ~~first fiscal quarter of~~nine month periods ended July 31, 2015, ~~or 2014.~~and August 1, 2014, was $24.31 and $27.03 per share, respectively.

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 ~~186,200~~192,700 and ~~188,000~~193,200 options to purchase shares in the ~~three~~nine month periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, respectively. The weighted-average grant date fair value of options granted during the ~~three~~nine month periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, was ~~$48.63~~$48.48 and ~~$45.12~~$45.23 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. The Company uses historical data to estimate volatility of the Company’s common stock and option exercise and employee termination assumptions. The risk-free rate for the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect at the time of the grant.

	Three Months Ended		Nine Months Ended
	January 30,	January 31,	July 31,	August 1,
	2015	2014	2015	2014

Volatility	40.73 - 41.89%	41.87 - 43.17%	40.73 - 41.89%	41.87 - 43.17%
Risk-free interest rate	1.43 - 2.00%	1.73 - 2.99%	1.43 - 2.00%	1.73 - 2.99%
Expected life (years)	5 - 9	5 - 9	5 - 9	5 - 9
Dividends	0	0	0	0

The Company granted ~~19,000~~22,000 and ~~76,875~~77,575 restricted stock units in the ~~three~~nine month periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, respectively. The weighted-average grant date fair value of restricted stock units granted during the ~~three~~nine month periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, was ~~$114.20~~$112.53 and ~~$84.30~~$84.50 per share, respectively. The fair value of each restricted stock unit granted by the Company is equal to the fair market value of the Company’s common stock on the date of grant.

On January 31, 2015, the Company acquired the defense, aerospace and ~~defense~~training display (DAT) business of Belgium-based Barco N.V. (Barco) for €150 million, or approximately ~~$170~~$171 million, in ~~cash.~~cash before a working capital adjustment of approximately $15 million which decreased the purchase price and was received subsequent to the third fiscal quarter of 2015. The Company incurred a $2.9 million foreign currency exchange loss in the funding of the acquisition in the first fiscal quarter of 2015. Acquisition related costs of $3.4 million have been recognized as selling, general and administrative expense. The Company financed the acquisition primarily using international cash reserves, with the balance funded by borrowings under its existing credit facility. The display business develops and manufactures visualization solutions for a variety of demanding defense and commercial aerospace applications. The display business ~~will be~~is included in our Avionics & Controls segment.

The following summarizes the allocation of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The fair value adjustment for inventory was $7.1 million, which will be recognized as cost of goods sold over 13 months, the estimated inventory turnover. The fair value of acquired programs represented the value of visualization solutions sold under long-term supply agreements with aerospace companies, military contractors, and OEM manufacturers using similar technology. The valuation of the program included the values of program-specific technology, the backlog of contracts, and the relationship with customers which lead to potential future contracts. The valuation of the programs was based upon the discounted cash flow at a market-based discount rate. The purchase price includes the value of existing technologies, the introduction of new technologies, and the addition of new customers. These factors resulted in recording goodwill of $48.0 million. The amount allocated to goodwill is not deductible for income tax purposes.

On December 20, 2013, the Company acquired Sunbank for $51.7 million. The purchase price included $5 million in additional contingent consideration based upon achievement of certain sales levels over a two-year ~~period.~~period, of which the Company paid the first installment of $1.3 million in the third fiscal quarter of 2015. The remaining $3.7 million in additional contingent consideration is expected to be paid. Sunbank is a manufacturer of electrical cable accessories, connectors and flexible conduit systems. Sunbank is included in the Sensors & Systems segment.

In Thousands	Three Months Ended						Three Months Ended						Nine Months Ended
							July 31,			August 1,			July 31,			August 1,
	January 30,			January 31,			2015			2014			2015			2014
	2015			2014
Net earnings	$	8,319		$	30,078		$	28,497		$	38,908		$	56,626		$	105,890
Change in fair value of derivative financial instruments, net of tax ⁽¹⁾		(15,764	)		(8,923	)		(5,276	)		810			(9,444	)		(3,150	)
Change in pension and post-retirement obligations, net of tax ⁽²⁾		6,688			1,892			1,951			507			8,450			2,653
Currency translation adjustment		(139,429	)		(33,485	)		(26,162	)		(23,746	)		(163,264	)		(19,231	)
Comprehensive Income (Loss)	$	(140,186	)	$	(10,438	)	$	(990	)	$	16,479		$	(107,632	)	$	86,162

On December 5, 2013, the Company announced the acceleration of its plans to consolidate certain facilities and create cost efficiencies through shared services in sales, general and administrative and support functions. These integration activities are expected to result in charges and expenses for a total of $35 million in fiscal 2014 and fiscal 2015. Total restructuring expenses were $20.4 million in fiscal 2014. The costs are for exit and relocation of facilities, losses on the write off of certain property, plant and equipment, and severance. In the first ~~three~~nine months of fiscal 2015, restructuring expense totaled ~~$5.0 million.~~$10.1 million, as more fully described in the following table:

In Thousands			Write Off of								Write Off of
	Exit &		Property,						Exit &		Property,
	Relocation		Plant &						Relocation		Plant &
	of Facilities		Equipment		Severance		Total		of Facilities		Equipment		Severance		Total

Cost of sales	$	1,930	$	9	$	-	$	1,939	$	3,512	$	651	$	588	$	4,751
Restructuring charges		1,756		542		752		3,050		3,980		-		1,395		5,375
Total	$	3,686	$	551	$	752	$	4,989	$	7,492	$	651	$	1,983	$	10,126

In the first nine months of fiscal 2014, restructuring expense totaled $14.3 million, as more fully described in the following table:

The Company has recorded an accrued liability ~~for $4.6~~of $4.2 million and ~~$7.1~~$5.9 million for these activities as of ~~January 30,~~July 31, 2015, and October 31, 2014, respectively.

In Thousands	Accrued			Accrued
	Liabilities			Liabilities

Beginning Balance as of October 25, 2013	$	-		$	-
Amounts accrued and incurred		20,388			20,388
Amounts paid		(10,500	)		(11,688	)
Write-off		(2,585	)		(2,585	)
Currency translation adjustment		(200	)		(200	)
Balance as of October 31, 2014	$	7,103		$	5,915

Amounts accrued and incurred		4,989			10,126
Amounts paid		(7,203	)		(10,968	)
Write-off		-			(651	)
Currency translation adjustment		(323	)		(227	)
Balance as of January 30, 2015	$	4,566
Balance as of July 31, 2015				$	4,195

On September 3, 2014, the Company approved a plan to sell certain non-core business units including Eclipse, a manufacturer of embedded communication intercept receivers for signal intelligence applications; Wallop Defence Systems, Ltd. (Wallop), a manufacturer of flare countermeasure devices; Pacific Aerospace and Electronics Inc. (PA&E), a manufacturer of hermetically sealed

electrical connectors; and ana small distribution business. These businesses were not separate reporting units as defined under U.S. GAAP and no indicator of impairment existed at August 1, 2014, requiring an impairment test of their corresponding reporting units’ goodwill or these businesses’ long-lived assets. Based upon the estimated fair values, the Company incurred an estimated after-tax loss of $49.5 million in the fourth fiscal quarter of 2014 on assets held for sale in discontinued operations. ~~Principle~~Principal assumptions used in measuring the estimated after-tax loss included estimated selling price of the discontinued business, discount rates, industry growth rates, and pricing of comparable transactions in the market. Eclipse and the distribution business are included in the Avionics & Controls segment, Wallop is included in the Advanced Materials segment, and PA&E is included in the Sensors & Systems segment.

On June 5, 2015, the Company completed the sale of Eclipse for approximately $10 million. The Company retained ownership of the land, building and building improvements, which are being held for sale. On July 20, 2015, the Company completed the sale of PA&E for approximately $22 million. The selling price for both businesses is subject to customary working capital adjustments.

During the third fiscal quarter of 2015, the Company incurred a loss of $1.7 million on discontinued operations. During the first nine months of fiscal ~~quarter of~~ 2015, the Company incurred a loss on discontinued operations of ~~$16.7~~$20.3 million, including a ~~$14.1~~$16.4 million loss on assets held for sale. ~~The $11.5~~For the first nine months of fiscal 2015, a $11.9 million loss on assets held for sale at Avionics & Controls was principally ~~was~~ due the reduction of Eclipse’s estimated selling price based upon lower expectations of earnings for the business and continuing negotiations with the buyer. The ~~$2.6~~$5.1 million write-off in Advanced Materials was due to the effects of valuing Wallop’s balance sheet at the current exchange ~~rate. In~~rate incurred in the first nine months of fiscal ~~quarter~~2015.

During the first nine months of fiscal 2015, the Company recorded a ~~$1.2~~$2.0 million increase in a liability related to environmental remediation at a previously sold business for which the Company provided indemnification. A loss of ~~$0.8~~$1.3 million, net of tax, is reflected in discontinued operations.

The operating results of the discontinued operations for the three month period ended ~~January 30,~~July 31, 2015, consisted of the following:

In Thousands															Avionics &			Sensors &		Advanced
	Avionics &			Sensors &		Advanced									Controls			Systems		Materials			Other			Total
In Thousands	Controls			Systems		Materials			Other			Total

Net Sales	$	6,802		$	5,633	$	2,801		$	-		$	15,236		$	4,436		$	6,419	$	5,424		$	-		$	16,279

Operating earnings (loss)		(782	)		550		(2,069	)		(1,185	)		(3,486	)		(1,132	)		1,533		(830	)		(803	)		(1,232	)
Loss on net assets held for sale		(11,514	)		-		(2,563	)		-			(14,077	)
Gain (loss) on net assets held for sale																(1,718	)		619		(18	)		-			(1,117	)
Tax expense (benefit)		(256	)		195		(352	)		(411	)		(824	)		(695	)		428		(127	)		(262	)		(656	)
Income (loss) from discontinued operations	$	(12,040	)	$	355	$	(4,280	)	$	(774	)	$	(16,739	)	$	(2,155	)	$	1,724	$	(721	)	$	(541	)	$	(1,693	)

The operating results of the discontinued operations for the nine month period ended July 31, 2015, consisted of the following:

The operating results of the discontinued operations for the three month period ended ~~January 31,~~August 1, 2014, consisted of the following:

In Thousands															Avionics &			Sensors &			Advanced
	Avionics &			Sensors &			Advanced								Controls			Systems			Materials			Other		Total
In Thousands	Controls			Systems			Materials			Other		Total

Net Sales	$	6,549		$	5,315		$	7,176		$	-	$	19,040		$	7,249		$	5,860		$	11,706		$	-	$	24,815

Operating earnings (loss)		(2,976	)		(394	)		(2,008	)		-		(5,378	)		(1,847	)		141			(196	)		-		(1,902	)
Loss on net assets held for sale		-			-			-			-		-
Gain (loss) on net assets held for sale																-			-			-			-		-
Tax expense (benefit)		(967	)		(130	)		(416	)		-		(1,513	)		(520	)		(461	)		8			-		(973	)
Income (loss) from discontinued operations	$	(2,009	)	$	(264	)	$	(1,592	)	$	-	$	(3,865	)	$	(1,327	)	$	602		$	(204	)	$	-	$	(929	)

The operating results of the discontinued operations for the nine month period ended August 1, 2014, consisted of the following:

Assets and Liabilities Held for Sale within the Consolidated Balance Sheet at ~~January 30,~~July 31, 2015, are comprised of the following:

In Thousands											Avionics &		Sensors &		Advanced
		Avionics &		Sensors &		Advanced					Controls		Systems		Materials		Total
In Thousands		Controls		Systems		Materials		Total

Accounts receivable, net		$	3,880	$	3,063	$	1,331	$	8,274		$	1,589	$	-	$	4,949	$	6,538
Inventories			13,190		8,580		4,995		26,765			2,451		-		5,111		7,562
Prepaid expenses			467		296		395		1,158			21		-		277		298
Deferred income tax benefits			694		686		-		1,380			-		-		-		-
Income tax refundable			780		-		-		780			-		-		-		-
Current Assets of Businesses Held for Sale	Current Assets of Businesses Held for Sale	$	19,011	$	12,625	$	6,721	$	38,357	Current Assets of Businesses Held for Sale	$	4,061	$	-	$	10,337	$	14,398

Net property, plant and equipment		$	1,669	$	4,122	$	18,896	$	24,687		$	5,324	$	-	$	16,817	$	22,141
Intangibles, net			14,692		10,660		7,834		33,186			950		-		6,905		7,855
Deferred income tax benefits			-		-		-		-			-		-		-		-
Other assets			-		-		1,506		1,506			-		-		1,562		1,562
Non-Current Assets of Businesses Held for Sale	Non-Current Assets of Businesses Held for Sale	$	16,361	$	14,782	$	28,236	$	59,379	Non-Current Assets of Businesses Held for Sale	$	6,274	$	-	$	25,284	$	31,558

Accounts payable		$	2,788	$	1,168	$	6,163	$	10,119		$	1,533	$	-	$	5,389	$	6,922
Accrued liabilities			1,450		876		989		3,315			506		-		1,457		1,963
Current Liabilities of Businesses Held for Sale	Current Liabilities of Businesses Held for Sale	$	4,238	$	2,044	$	7,152	$	13,434	Current Liabilities of Businesses Held for Sale	$	2,039	$	-	$	6,846	$	8,885

Deferred income tax liabilities		$	11,117	$	6,338	$	1,596	$	19,051		$	-	$	-	$	1,795	$	1,795
Other liabilities			259		484		-		743			64		-		-		64
Non-Current Liabilities of Businesses Held for Sale	Non-Current Liabilities of Businesses Held for Sale	$	11,376	$	6,822	$	1,596	$	19,794	Non-Current Liabilities of Businesses Held for Sale	$	64	$	-	$	1,795	$	1,859

Net Assets of Businesses Held for Sale	Net Assets of Businesses Held for Sale	$	19,758	$	18,541	$	26,209	$	64,508	Net Assets of Businesses Held for Sale	$	8,232	$	-	$	26,980	$	35,212

Assets and Liabilities Held for Sale within the Consolidated Balance Sheet at October 31, 2014, were comprised of the following:

In Thousands													Avionics &		Sensors &			Advanced
		Avionics &		Sensors &			Advanced						Controls		Systems			Materials		Total
In Thousands		Controls		Systems			Materials		Total

Accounts receivable, net		$	5,154	$	3,752		$	2,106	$	11,012			$	5,154	$	3,752		$	2,106	$	11,012
Inventories			12,646		7,972			5,258		25,876				12,646		7,972			5,258		25,876
Prepaid expenses			408		86			335		829				408		86			335		829
Deferred income tax benefits			671		680			-		1,351				671		680			-		1,351
Income tax refundable			-		-			2,378		2,378				-		-			2,378		2,378
Current Assets of Businesses Held for Sale	Current Assets of Businesses Held for Sale	$	18,879	$	12,490		$	10,077	$	41,446		Current Assets of Businesses Held for Sale	$	18,879	$	12,490		$	10,077	$	41,446

Net property, plant and equipment		$	4,949	$	4,105		$	19,839	$	28,893			$	4,949	$	4,105		$	19,839	$	28,893
Intangibles, net			22,228		10,659			8,327		41,214				22,228		10,659			8,327		41,214
Deferred income tax benefits			-		(30	)		-		(30	)			-		(30	)		-		(30	)
Other assets			-		-			1,600		1,600				-		-			1,600		1,600
Non-Current Assets of Businesses Held for Sale	Non-Current Assets of Businesses Held for Sale	$	27,177	$	14,734		$	29,766	$	71,677		Non-Current Assets of Businesses Held for Sale	$	27,177	$	14,734		$	29,766	$	71,677

Accounts payable		$	2,194	$	873		$	6,326	$	9,393			$	2,194	$	873		$	6,326	$	9,393
Accrued liabilities			1,765		1,008			2,025		4,798				1,765		1,008			2,025		4,798
Current Liabilities of Businesses Held for Sale	Current Liabilities of Businesses Held for Sale	$	3,959	$	1,881		$	8,351	$	14,191		Current Liabilities of Businesses Held for Sale	$	3,959	$	1,881		$	8,351	$	14,191

Deferred income tax liabilities		$	11,084	$	6,243		$	1,537	$	18,864			$	11,084	$	6,243		$	1,537	$	18,864
Other liabilities			-		-			12		12				-		-			12		12
Non-Current Liabilities of Businesses Held for Sale	Non-Current Liabilities of Businesses Held for Sale	$	11,084	$	6,243		$	1,549	$	18,876		Non-Current Liabilities of Businesses Held for Sale	$	11,084	$	6,243		$	1,549	$	18,876

Net Assets of Businesses Held for Sale	Net Assets of Businesses Held for Sale	$	31,013	$	19,100		$	29,943	$	80,056		Net Assets of Businesses Held for Sale	$	31,013	$	19,100		$	29,943	$	80,056

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

In Thousands	Three Months Ended							Three Months Ended						Nine Months Ended
	January 30,			January 31,				July 31,			August 1,			July 31,			August 1,
	2015			2014				2015			2014			2015			2014
Sales
Avionics & Controls	$	176,478		$	193,890			$	207,467		$	192,860		$	594,534		$	571,366
Sensors & Systems		163,656			181,774				175,530			192,246			515,611			579,131
Advanced Materials		106,210			110,276				113,220			121,203			332,496			352,613
	$	446,344		$	485,940			$	496,217		$	506,309		$	1,442,641		$	1,503,110

Earnings from Continuing Operations Before Income Taxes							Earnings from Continuing Operations Before Income Taxes
Avionics & Controls	$	19,102		$	27,740			$	23,473		$	30,902		$	52,024		$	81,952
Sensors & Systems		9,571			20,632				23,356			18,055			55,491			61,811
Advanced Materials		16,531			18,008				24,396			27,724			65,908			75,911
Segment Earnings		45,204			66,380				71,225			76,681			173,423			219,674

Corporate expense		(19,015	)		(15,219	)			(24,045	)		(16,142	)		(65,067	)		(48,398	)
Other income		12,744			-				-			-			12,744			-
Interest income		179			119				144			145			447			400
Interest expense		(5,841	)		(8,625	)			(10,618	)		(7,865	)		(25,023	)		(24,924	)
Loss on extinguishment of debt									-			(533	)		(329	)		(533	)
	$	33,271		$	42,655			$	36,706		$	52,286		$	96,195		$	146,219

The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X as of ~~January 30,~~July 31, 2015, and October 31, 2014, and for the applicable periods ended ~~January 30,~~July 31, 2015, and ~~January 31,~~August 1, 2014, for (a) Esterline Technologies Corporation (the Parent); (b) TA Mfg. Limited, the issuer of the 2023 Notes; (c) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility, the 2020 Notes and ~~2020 Notes;~~the 2023 Notes for the periods after April 2015; and ~~(c)~~(d) on a combined basis, the subsidiaries that are not guarantors (Non-Guarantor Subsidiaries) of the secured credit facility, ~~and~~the 2020 Notes ~~(Non-Guarantor Subsidiaries).~~and the 2023 Notes for the periods after April 2015. The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation and have fully and unconditionally, jointly and severally, guaranteed the secured credit facility, the 2020 Notes and the ~~2020~~2023 Notes.

In Thousands							Non-																Non-
				Guarantor			Guarantor										TA Mfg.			Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries		Eliminations			Total		Parent			Ltd.			Subsidiaries			Subsidiaries		Eliminations			Total
ASSETS

Current Assets
Cash and cash equivalents	$	12,256		$	2,290		$	113,576	$	-		$	128,122	$	16,454		$	995		$	1,376		$	168,857	$	-		$	187,682
Cash in escrow		-			53,745			126,346		-			180,091
Accounts receivable, net		50			127,592			214,757		-			342,399		33			-			136,624			237,042		-			373,699
Inventories		-			195,407			230,558		-			425,965		-			-			193,345			276,355		-			469,700
Income tax refundable		-			-			6,416		-			6,416		-			-			-			17,515		-			17,515
Deferred income tax benefits		31,102			(1,229	)		24,950		-			54,823		29,330			-			(14,519	)		22,134		-			36,945
Prepaid expenses		212			9,507			15,486		-			25,205		93			-			7,648			13,666		-			21,407
Other current assets		75			111			2,135		-			2,321		74			-			111			17,011		-			17,196
Current assets of businesses held for sale		-			26,366			11,991		-			38,357		-			-			-			14,398		-			14,398
Total Current Assets		43,695			413,789			746,215		-			1,203,699		45,984			995			324,585			766,978		-			1,138,542

Property, Plant & Equipment, Net		1,485			162,741			138,954		-			303,180		1,992			-			158,658			145,741		-			306,391
Goodwill		-			355,211			648,169		-			1,003,380		-			-			372,021			668,422		-			1,040,443
Intangibles, net		-			107,475			322,102		-			429,577		-			-			109,929			350,039		-			459,968
Debt issuance costs, net		3,814			-			138		-			3,952		5,380			5,655			-			-		-			11,035
Deferred income tax benefits		18,043			-			41,490		-			59,533		18,659			-			14,670			42,283		-			75,612
Other assets		256			10,112			10,322		-			20,690		281			-			10,386			11,436		-			22,103
Non-current assets of businesses held for sale		-			30,104			29,275		-			59,379		-			-			5,262			26,296		-			31,558
Amounts Due From (To) Subsidiaries		-			745,852			-		(745,852	)		-		-			353,831			817,896			-		(1,171,727	)		-
Investment in Subsidiaries		3,175,435			1,131,129			14,644		(4,321,208	)		-		3,098,201			653,386			1,009,069			14,644		(4,775,300	)		-
Total Assets	$	3,242,728		$	2,956,413		$	1,951,309	$	(5,067,060	)	$	3,083,390	$	3,170,497		$	1,013,867		$	2,822,476		$	2,025,839	$	(5,947,027	)	$	3,085,652

LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY													LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	6,327		$	35,660		$	64,545	$	-		$	106,532	$	2,846		$	-		$	36,884		$	71,685	$	-		$	111,415
Accrued liabilities		11,037			80,581			149,391		-			241,009		19,441			4,124			80,197			163,624		-			267,386
Current maturities of long-term debt		8,750			832			3,088		-			12,670		-			-			898			116		-			1,014
Deferred income tax liabilities		13			1			3,176		-			3,190		15,159			-			(14,669	)		2,503		-			2,993
Federal and foreign income taxes		(4,152	)		(1,344	)		7,944		-			2,448		(9,624	)		(51	)		(5,165	)		18,693		-			3,853
Current liabilities of businesses held for sale		-			3,161			10,273		-			13,434		-			-			-			8,885		-			8,885
Total Current Liabilities		21,975			118,891			238,417		-			379,283		27,822			4,073			98,145			265,506		-			395,546

Credit Facilities		250,000			-			30,000		-			280,000		170,000			-			-			30,000		-			200,000
Long-Term Debt, Net		400,938			57,373			43,730		-			502,041		250,000			362,472			56,976			43,361		-			712,809
Deferred Income Tax Liabilities		58,494			(17,461	)		95,865		-			136,898		24,867			-			14,658			93,974		-			133,499
Pension and Post-Retirement Obligations		18,652			420			38,509		-			57,581		18,591			-			754			37,413		-			56,758
Other Liabilities		17,890			194			16,060		-			34,144		14,134			-			194			16,184		-			30,512
Non-current liabilities of businesses held for sale		-			18,198			1,596		-			19,794		-			-			-			1,859		-			1,859
Amounts Due To (From) Subsidiaries		801,130			-			527,114		(1,328,244	)		-		1,110,414			-			-			398,562		(1,508,976	)		-
Shareholders' Equity		1,673,649			2,778,798			960,018		(3,738,816	)		1,673,649		1,554,669			647,322			2,651,749			1,138,980		(4,438,051	)		1,554,669
Total Liabilities and Shareholders' Equity	$	3,242,728		$	2,956,413		$	1,951,309	$	(5,067,060	)	$	3,083,390	$	3,170,497		$	1,013,867		$	2,822,476		$	2,025,839	$	(5,947,027	)	$	3,085,652

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three month period ended ~~January 30,~~July 31, 2015.

In Thousands							Non-																		Non-
				Guarantor			Guarantor												TA Mfg.			Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total			Parent			Ltd.			Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	209,001		$	238,203		$	(860	)	$	446,344		$	-		$	-		$	225,105		$	272,137		$	(1,025	)	$	496,217
Cost of sales		-			139,810			162,044			(860	)		300,994			-			-			147,206			180,240			(1,025	)		326,421
		-			69,191			76,159			-			145,350			-			-			77,899			91,897			-			169,796
Expenses
Selling, general and administrative		-			38,659			54,997			-			93,656			-			55			38,794			53,119			-			91,968
Research, development & engineering		-			9,777			12,678			-			22,455			-			-			10,158			19,087			-			29,245
Restructuring charges		-			2,438			612			-			3,050			-			-			1,228			175			-			1,403
Other (income) expense		-			409			(13,153	)		-			(12,744	)		-			-			-			-			-			-
Total Expenses		-			51,283			55,134			-			106,417			-			55			50,180			72,381			-			122,616

Operating Earnings from Continuing Operations		-			17,908			21,025			-			38,933			-			(55	)		27,719			19,516			-			47,180
Interest Income		(3,965	)		(7,198	)		(8,398	)		19,382			(179	)		(3,928	)		(3,401	)		(3,766	)		(7,597	)		18,548			(144	)
Interest Expense		6,344			12,328			6,551			(19,382	)		5,841			8,790			3,500			8,838			8,038			(18,548	)		10,618
Loss on Extinguishment of Debt																	(122	)		-			-			122			-			-
Earnings (Loss) from Continuing Operations Before Income Taxes		(2,379	)		12,778			22,872			-			33,271			(4,740	)		(154	)		22,647			18,953			-			36,706
Income Tax Expense (Benefit)		(549	)		1,614			7,085			-			8,150			(943	)		(31	)		3,678			3,701			-			6,405
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(1,830	)		11,164			15,787			-			25,121			(3,797	)		(123	)		18,969			15,252			-			30,301
Earnings Attributable to Noncontrolling Interests		-			-			(63	)		-			(63	)		-			-			-			(111	)		-			(111	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(1,830	)		11,164			15,724			-			25,058			(3,797	)		(123	)		18,969			15,141			-			30,190
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(774	)		(10,576	)		(5,389	)		-			(16,739	)		(541	)		-			63			(1,215	)		-			(1,693	)
Equity in Net Earnings of Consolidated Subsidiaries		10,923			62			-			(10,985	)		-			32,835			10,457			27			-			(43,319	)		-

Net Earnings (Loss) Attributable to Esterline	$	8,319		$	650		$	10,335		$	(10,985	)	$	8,319		$	28,497		$	10,334		$	19,059		$	13,926		$	(43,319	)	$	28,497

Comprehensive Income (Loss)	$	(126,850	)	$	552		$	(116,035	)	$	102,147		$	(140,186	)	$	(1,797	)	$	14,871		$	19,728		$	(4,972	)	$	(28,820	)	$	(990	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the nine month period ended July 31, 2015.

In Thousands										Non-
				TA Mfg.			Guarantor			Guarantor
	Parent			Ltd.			Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	-		$	668,970		$	776,796		$	(3,125	)	$	1,442,641
Cost of sales		-			-			440,583			526,386			(3,125	)		963,844
		-			-			228,387			250,410			-			478,797
Expenses
Selling, general and administrative		-			71			113,087			173,208			-			286,366
Research, development & engineering		-			-			32,455			46,245			-			78,700
Restructuring charges		-			-			4,588			787			-			5,375
Other (income) expense		-			-			-			(12,744	)		-			(12,744	)
Total Expenses		-			71			150,130			207,496			-			357,697

Operating Earnings from Continuing Operations		-			(71	)		78,257			42,914			-			121,100
Interest Income		(11,922	)		(4,261	)		(18,232	)		(23,485	)		57,453			(447	)
Interest Expense		21,991			4,389			33,633			22,463			(57,453	)		25,023
Loss on Extinguishment of Debt		207			-			-			122			-			329
Earnings (Loss) from Continuing Operations Before Income Taxes		(10,276	)		(199	)		62,856			43,814			-			96,195
Income Tax Expense (Benefit)		(2,052	)		(40	)		10,625			10,564			-			19,097
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(8,224	)		(159	)		52,231			33,250			-			77,098
Earnings Attributable to Noncontrolling Interests		-			-			-			(218	)		-			(218	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(8,224	)		(159	)		52,231			33,032			-			76,880
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(1,315	)		-			(9,592	)		(9,347	)		-			(20,254	)
Equity in Net Earnings of Consolidated Subsidiaries		66,165			31,991			140			-			(98,296	)		-

Net Earnings (Loss) Attributable to Esterline	$	56,626		$	31,832		$	42,779		$	23,685		$	(98,296	)	$	56,626

Comprehensive Income (Loss)	$	(95,254	)	$	25,408		$	43,723		$	(109,270	)	$	27,761		$	(107,632	)

Condensed Consolidating Statement of Cash Flows for the ~~three~~nine month period ended ~~January 30,~~July 31, 2015.

In Thousands							Non-																		Non-
				Guarantor			Guarantor												TA Mfg.			Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total			Parent			Ltd.			Subsidiaries			Subsidiaries			Eliminations			Total

Cash Flows Provided (Used) by Operating Activities	Cash Flows Provided (Used) by Operating Activities															Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	8,382		$	650		$	10,335		$	(10,985	)	$	8,382		$	56,844		$	31,832		$	42,779		$	23,685		$	(98,296	)	$	56,844
Depreciation & amortization		-			8,674			16,359			-			25,033			-			-			28,339			48,971			-			77,310
Deferred income taxes		195			2			(1,375	)		-			(1,178	)		(17,829	)		-			16,243			(7,747	)		-			(9,333	)
Share-based compensation		-			1,177			1,530			-			2,707			-			5			3,722			4,891			-			8,618
Gain on release of non-income tax liability		-			-			(15,656	)		-			(15,656	)		-			-			-			(15,656	)		-			(15,656	)
Loss on assets held for sale		-			10,683			3,394			-			14,077			-			-			10,842			6,121			-			16,963
Working capital changes, net of effect of acquisitions:
Accounts receivable		560			17,362			2,307			-			20,229			577			-			8,228			9,138			-			17,943
Inventories		-			(6,781	)		(12,744	)		-			(19,525	)		-			-			(5,268	)		(13,045	)		-			(18,313	)
Prepaid expenses		(65	)		(3,001	)		(3,345	)		-			(6,411	)		54			-			(918	)		(1,724	)		-			(2,588	)
Other current assets		5			3			106			-			114			6			-			3			133			-			142
Accounts payable		6,964			(5,419	)		(4,015	)		-			(2,470	)		1,095			-			(4,430	)		(13,474	)		-			(16,809	)
Accrued liabilities		(9,015	)		(13,027	)		(377	)		-			(22,419	)		(2,286	)		-			(12,976	)		8,073			-			(7,189	)
Federal and foreign income taxes		(1,870	)		730			1,940			-			800			(7,342	)		(51	)		(2,522	)		1,414			-			(8,501	)
Other liabilities		1,876			(62	)		2,264			-			4,078			3,608			-			(528	)		163			-			3,243
Other, net		(21,002	)		(19,305	)		37,742			-			(2,565	)		(28,400	)		-			(42,771	)		72,697			-			1,526
		(13,970	)		(8,314	)		38,465			(10,985	)		5,196			6,327			31,786			40,743			123,640			(98,296	)		104,200

Cash Flows Provided (Used) by Investing Activities	Cash Flows Provided (Used) by Investing Activities															Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(118	)		(4,807	)		(8,155	)		-			(13,080	)		(804	)		-			(14,480	)		(22,493	)		-			(37,777	)
Escrow deposit		-			(53,745	)		(126,346	)		-			(180,091	)
Proceeds from sale of capital assets		-			-			-			-			-
Acquisition of business, net of cash acquired		-			-			-			-			-
Proceeds from sale of discontinued operations																	-			-			32,053			-			-			32,053
Acquisition of businesses, net of cash acquired																	-			-			-			(171,070	)		-			(171,070	)
		(118	)		(58,552	)		(134,501	)		-			(193,171	)		(804	)		-			17,573			(193,563	)		-			(176,794	)

In Thousands							Non-																	Non-
				Guarantor			Guarantor											TA Mfg.			Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Total			Parent			Ltd.			Subsidiaries			Subsidiaries			Eliminations		Total

Cash Flows Provided (Used) by Financing Activities	Cash Flows Provided (Used) by Financing Activities														Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		2,632			-			-			-		2,632			13,477			-			-			-			-		13,477
Excess tax benefits from stock option exercises		895			-			-			-		895			1,877			-			-			-			-		1,877
Shares repurchased		(90,237	)		-			-			-		(90,237	)		(259,518	)		-			-			-			-		(259,518	)
Repayment of long-term credit facilities		-			-			-			-		-			(235,000	)		-			-			-			-		(235,000	)
Repayment of long-term debt		(2,187	)		2,654			(2,227	)		-		(1,760	)		(161,875	)		-			(416	)		(4,774	)		-		(167,065	)
Proceeds from issuance of long-term credit facilities		150,000			-			30,000			-		180,000			305,000			-			-			30,000			-		335,000
Proceeds from issuance of long-term debt																-			356,532			-			-			-		356,532
Proceeds from government assistance		-			-			-			-		-			-			-			-			3,054			-		3,054
Dividends paid to noncontrolling interests		-			-			-			-		-			-			-			-			-			-		-
Debt and other issuance costs		-			-			-			-		-			(2,333	)		(5,880	)		-			-			-		(8,213	)
Net change in intercompany financing		(49,558	)		63,535			(24,962	)		10,985		-			333,610			(380,925	)		(60,805	)		9,824			98,296		-
		11,545			66,189			2,811			10,985		91,530			(4,762	)		(30,273	)		(61,221	)		38,104			98,296		40,144

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		165			(487	)		(13,255	)		-		(13,577	)		1,059			(518	)		827			(19,380	)		-		(18,012	)

Net Increase (Decrease) in Cash and Cash Equivalents		(2,378	)		(1,164	)		(106,480	)		-		(110,022	)		1,820			995			(2,078	)		(51,199	)		-		(50,462	)
Cash and Cash Equivalents - Beginning of Period		14,634			3,454			220,056			-		238,144
Cash and Cash Equivalents - Beginning of Year																14,634			-			3,454			220,056			-		238,144

Cash and Cash Equivalents - End of Period	$	12,256		$	2,290		$	113,576		$	-	$	128,122		$	16,454		$	995		$	1,376		$	168,857		$	-	$	187,682

In Thousands							Non-															Non-
				Guarantor			Guarantor										TA Mfg.		Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries		Eliminations			Total		Parent			Ltd.		Subsidiaries			Subsidiaries		Eliminations			Total
ASSETS

Current Assets
Cash and cash equivalents	$	14,634		$	3,454		$	220,056	$	-		$	238,144	$	14,634		$	-	$	3,454		$	220,056	$	-		$	238,144
Cash in escrow		-			-			-		-			-
Accounts receivable, net		610			143,158			236,121		-			379,889		610			-		143,158			236,121		-			379,889
Inventories		-			188,982			244,613		-			433,595		-			-		188,982			244,613		-			433,595
Income tax refundable		-			-			5,266		-			5,266		-			-		-			5,266		-			5,266
Deferred income tax benefits		31,486			(1,191	)		18,384		-			48,679		31,486			-		(1,191	)		18,384		-			48,679
Prepaid expenses		147			6,703			13,486		-			20,336		147			-		6,703			13,486		-			20,336
Other current assets		80			114			1,955		-			2,149		80			-		114			1,955		-			2,149
Current assets of businesses held for sale		-			26,800			14,646		-			41,446		-			-		26,800			14,646		-			41,446
Total Current Assets		46,957			368,020			754,527		-			1,169,504		46,957			-		368,020			754,527		-			1,169,504

Property, Plant & Equipment, Net		1,489			158,089			159,764		-			319,342		1,489			-		158,089			159,764		-			319,342
Goodwill		-			347,700			724,086		-			1,071,786		-			-		347,700			724,086		-			1,071,786
Intangibles, net		-			106,164			365,213		-			471,377		-			-		106,164			365,213		-			471,377
Debt issuance costs, net		4,134			-			161		-			4,295		4,134			-		-			161		-			4,295
Deferred income tax benefits		20,455			30			50,822		-			71,307		20,455			-		30			50,822		-			71,307
Other assets		130			7,502			6,547		-			14,179		130			-		7,502			6,547		-			14,179
Non-current assets of businesses held for sale		-			40,737			30,940		-			71,677		-			-		40,737			30,940		-			71,677
Amounts Due From (To) Subsidiaries		-			797,342			-		(797,342	)		-		-			-		797,342			-		(797,342	)		-
Investment in Subsidiaries		3,307,454			1,127,237			20,768		(4,455,459	)		-		3,307,454			-		1,127,237			20,768		(4,455,459	)		-
Total Assets	$	3,380,619		$	2,952,821		$	2,112,828	$	(5,252,801	)	$	3,193,467	$	3,380,619		$	-	$	2,952,821		$	2,112,828	$	(5,252,801	)	$	3,193,467


LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY													LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	1,751		$	36,905		$	76,628	$	-		$	115,284	$	1,751		$	-	$	36,905		$	76,628	$	-		$	115,284
Accrued liabilities		20,178			93,168			149,190		-			262,536		20,178			-		93,168			149,190		-			262,536
Current maturities of long-term debt		8,750			349			3,675		-			12,774		8,750			-		349			3,675		-			12,774
Deferred income tax liabilities		76			8			1,689		-			1,773		76			-		8			1,689		-			1,773
Federal and foreign income taxes		(2,282	)		(2,643	)		6,496		-			1,571		(2,282	)		-		(2,643	)		6,496		-			1,571
Current liabilities of businesses held for sale		-			4,010			10,181		-			14,191		-			-		4,010			10,181		-			14,191
Total Current Liabilities		28,473			131,797			247,859		-			408,129		28,473			-		131,797			247,859		-			408,129

Credit Facilities		100,000			-			-		-			100,000		100,000			-		-			-		-			100,000
Long-Term Debt, Net		403,125			55,176			51,419		-			509,720		403,125			-		55,176			51,419		-			509,720
Deferred Income Tax Liabilities		58,615			(17,333	)		107,883		-			149,165		58,615			-		(17,333	)		107,883		-			149,165
Pension and Post-Retirement Obligations		18,683			1,226			42,784		-			62,693		18,683			-		1,226			42,784		-			62,693
Other Liabilities		16,762			3,944			26,178		-			46,884		16,762			-		3,944			26,178		-			46,884
Non-current liabilities of businesses held for sale		-			17,327			1,549		-			18,876		-			-		17,327			1,549		-			18,876
Amounts Due To (From) Subsidiaries		856,961			-			456,861		(1,313,822	)		-		856,961			-		-			456,861		(1,313,822	)		-
Shareholders' Equity		1,898,000			2,760,684			1,178,295		(3,938,979	)		1,898,000		1,898,000			-		2,760,684			1,178,295		(3,938,979	)		1,898,000
Total Liabilities and Shareholders' Equity	$	3,380,619		$	2,952,821		$	2,112,828	$	(5,252,801	)	$	3,193,467	$	3,380,619		$	-	$	2,952,821		$	2,112,828	$	(5,252,801	)	$	3,193,467

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three month period ended ~~January 31,~~August 1, 2014.

In Thousands							Non-																	Non-
				Guarantor			Guarantor												TA Mfg.		Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total			Parent			Ltd.		Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	219,865		$	267,517		$	(1,442	)	$	485,940		$	-		$	-	$	239,134		$	268,860		$	(1,685	)	$	506,309
Cost of sales		-			140,671			175,976			(1,442	)		315,205			-			-		150,139			180,768			(1,685	)		329,222
		-			79,194			91,541			-			170,735			-			-		88,995			88,092			-			177,087
Expenses
Selling, general and administrative		-			35,805			53,327			-			89,132			-			-		33,454			55,430			-			88,884
Research, development & engineering		-			11,823			13,823			-			25,646			-			-		10,932			13,327			-			24,259
Restructuring charges		-			3,073			1,723			-			4,796			-			-		2,577			828			-			3,405
Other (income) expense		-			-			-			-			-			-			-		-			-			-			-
Total Expenses		-			50,701			68,873			-			119,574			-			-		46,963			69,585			-			116,548

Operating Earnings from Continuing Operations		-			28,493			22,668			-			51,161			-			-		42,032			18,507			-			60,539
Interest Income		(3,996	)		(2,025	)		(14,676	)		20,578			(119	)		(3,837	)		-		(1,948	)		(13,931	)		19,571			(145	)
Interest Expense		6,336			7,057			15,810			(20,578	)		8,625			5,777			-		6,832			14,827			(19,571	)		7,865
Loss on Extinguishment of Debt																	-			-		-			533			-			533
Earnings (Loss) from Continuing Operations Before Income Taxes		(2,340	)		23,461			21,534			-			42,655			(1,940	)		-		37,148			17,078			-			52,286
Income Tax Expense (Benefit)		(476	)		5,241			3,861			-			8,626			(466	)		-		8,449			4,420			-			12,403
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(1,864	)		18,220			17,673			-			34,029			(1,474	)		-		28,699			12,658			-			39,883
Earnings Attributable to Noncontrolling Interests		-			-			(86	)		-			(86	)		-			-		-			(46	)		-			(46	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(1,864	)		18,220			17,587			-			33,943			(1,474	)		-		28,699			12,612			-			39,837
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		-			(1,851	)		(2,014	)		-			(3,865	)		-			-		(787	)		(142	)		-			(929	)
Equity in Net Earnings of Consolidated Subsidiaries		31,942			432			(606	)		(31,768	)		-			40,382			-		883			114			(41,379	)		-

Net Earnings (Loss) Attributable to Esterline	$	30,078		$	16,801		$	14,967		$	(31,768	)	$	30,078		$	38,908		$	-	$	28,795		$	12,584		$	(41,379	)	$	38,908

Comprehensive Income (Loss)	$	(2,821	)	$	17,404		$	(11,634	)	$	(13,387	)	$	(10,438	)	$	15,707		$	-	$	26,224		$	(9,163	)	$	(16,289	)	$	16,479

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the nine month period ended August 1, 2014.

In Thousands									Non-
				TA Mfg.		Guarantor			Guarantor
	Parent			Ltd.		Subsidiaries			Subsidiaries			Eliminations			Total

Net sales	$	-		$	-	$	702,424		$	804,889		$	(4,203	)	$	1,503,110
Cost of sales		-			-		446,042			534,224			(4,203	)		976,063
		-			-		256,382			270,665			-			527,047
Expenses
Selling, general and administrative		-			-		107,162			162,889			-			270,051
Research, development & engineering		-			-		35,245			40,196			-			75,441
Restructuring charges		-			-		6,898			3,381			-			10,279
Other (income) expense		-			-		-			-			-			-
Total Expenses		-			-		149,305			206,466			-			355,771

Operating Earnings from Continuing Operations		-			-		107,077			64,199			-			171,276
Interest Income		(11,588	)		-		(5,886	)		(42,303	)		59,377			(400	)
Interest Expense		18,350			-		20,619			45,332			(59,377	)		24,924
Loss on Extinguishment of Debt		-			-		-			533			-			533
Earnings (Loss) from Continuing Operations Before Income Taxes		(6,762	)		-		92,344			60,637			-			146,219
Income Tax Expense (Benefit)		(1,462	)		-		20,686			12,191			-			31,415
Earnings (Loss) from Continuing Operations Including Noncontrolling Interests		(5,300	)		-		71,658			48,446			-			114,804
Earnings Attributable to Noncontrolling Interests		-			-		-			(429	)		-			(429	)
Earnings (Loss) from Continuing Operations Attributable to Esterline, Net of Tax		(5,300	)		-		71,658			48,017			-			114,375
Loss from Discontinued Operations Attributable to Esterline, Net of Tax		(343	)		-		(3,645	)		(4,497	)		-			(8,485	)
Equity in Net Earnings of Consolidated Subsidiaries		111,533			-		2,117			1,434			(115,084	)		-

Net Earnings (Loss) Attributable to Esterline	$	105,890		$	-	$	70,130		$	44,954		$	(115,084	)	$	105,890

Comprehensive Income (Loss)	$	88,374		$	-	$	68,693		$	35,471		$	(106,376	)	$	86,162

Condensed Consolidating Statement of Cash Flows for the ~~three~~nine month period ended ~~January 31,~~August 1, 2014.

In Thousands							Non-																	Non-
				Guarantor			Guarantor												TA Mfg.		Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total			Parent			Ltd.		Subsidiaries			Subsidiaries			Eliminations			Total

Cash Flows Provided (Used) by Operating Activities	Cash Flows Provided (Used) by Operating Activities															Cash Flows Provided (Used) by Operating Activities
Net earnings (loss) including noncontrolling interests	$	30,164		$	16,801		$	14,967		$	(31,768	)	$	30,164		$	106,319		$	-	$	70,130		$	44,954		$	(115,084	)	$	106,319
Depreciation & amortization		-			11,196			18,443			-			29,639			-			-		32,336			55,107			-			87,443
Deferred income taxes		1,540			(6	)		(2,979	)		-			(1,445	)		(4,971	)		-		(2	)		(8,131	)		-			(13,104	)
Share-based compensation		-			1,568			2,015			-			3,583			-			-		4,248			5,585			-			9,833
Gain on release of non-income tax liability		-			-			-			-			-			-			-		-			-			-			-
Loss on assets held for sale		-			-			-			-			-			-			-		-			-			-			-
Working capital changes, net of effect of acquisitions:
Accounts receivable		88			30,001			25,923			-			56,012			528			-		13,887			9,065			-			23,480
Inventories		-			(10,493	)		(14,540	)		-			(25,033	)		-			-		(17,289	)		(25,122	)		-			(42,411	)
Prepaid expenses		60			(2,962	)		(3,432	)		-			(6,334	)		(52	)		-		(1,913	)		(4,237	)		-			(6,202	)
Other current assets		2			-			513			-			515			2			-		(1	)		(100	)		-			(99	)
Accounts payable		(207	)		(1,407	)		(9,829	)		-			(11,443	)		117			-		3,585			(8,210	)		-			(4,508	)
Accrued liabilities		(4,579	)		(4,678	)		(6,383	)		-			(15,640	)		(10,486	)		-		(1,534	)		(4,438	)		-			(16,458	)
Federal and foreign income taxes		(5,285	)		(1,091	)		2,845			-			(3,531	)		(4,462	)		-		21,809			(25,330	)		-			(7,983	)
Other liabilities		104			(522	)		275			-			(143	)		5,415			-		95			(6,950	)		-			(1,440	)
Other, net		(122	)		113			(6,412	)		-			(6,421	)		(497	)		-		(10,962	)		11,304			-			(155	)
		21,765			38,520			21,406			(31,768	)		49,923			91,913			-		114,389			43,497			(115,084	)		134,715

Cash Flows Provided (Used) by Investing Activities	Cash Flows Provided (Used) by Investing Activities															Cash Flows Provided (Used) by Investing Activities
Purchases of capital assets		(38	)		(4,177	)		(7,318	)		-			(11,533	)		(186	)		-		(11,748	)		(23,075	)		-			(35,009	)
Escrow deposit		-			-			-			-			-
Proceeds from sale of capital assets		-			-			-			-			-
Acquisition of business, net of cash acquired		-			(44,599	)		-			-			(44,599	)
Proceeds from sale of discontinued operations																	-			-		-			-			-			-
Acquisition of businesses, net of cash acquired																	-			-		(44,745	)		-			-			(44,745	)
		(38	)		(48,776	)		(7,318	)		-			(56,132	)		(186	)		-		(56,493	)		(23,075	)		-			(79,754	)

In Thousands							Non-																Non-
				Guarantor			Guarantor											TA Mfg.		Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Total			Parent			Ltd.		Subsidiaries			Subsidiaries			Eliminations		Total

Cash Flows Provided (Used) by Financing Activities	Cash Flows Provided (Used) by Financing Activities														Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		14,677			-			-			-		14,677			23,173			-		-			-			-		23,173
Excess tax benefits from stock option exercises		3,440			-			-			-		3,440			6,392			-		-			-			-		6,392
Shares repurchased		-			-			-			-		-			(5,176	)		-		-			-			-		(5,176	)
Repayment of long-term credit facilities		-			-			-			-		-			(40,000	)		-		-			-			-		(40,000	)
Repayment of long-term debt		(2,187	)		(71	)		(1,589	)		-		(3,847	)		(6,562	)		-		(245	)		(27,269	)		-		(34,076	)
Proceeds from issuance of long-term credit facilities		25,000			-			-			-		25,000			25,000			-		-			-			-		25,000
Proceeds from issuance of long-term debt																-			-		-			-			-		-
Proceeds from government assistance		-			-			-			-		-			-			-		-			3,362			-		3,362
Dividends paid to noncontrolling interests		-			-			(702	)		-		(702	)		-			-		-			(780	)		-		(780	)
Debt and other issuance costs		-			-			-			-		-			-			-		-			-			-		-
Net change in intercompany financing		(55,671	)		10,919			12,984			31,768		-			(98,319	)		-		(56,888	)		40,123			115,084		-
		(14,741	)		10,848			10,693			31,768		38,568			(95,492	)		-		(57,133	)		15,436			115,084		(22,105	)

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		(14	)		(42	)		(3,043	)		-		(3,099	)		(22	)		-		(22	)		(1,534	)		-		(1,578	)

Net Increase (Decrease) in Cash and Cash Equivalents		6,972			550			21,738			-		29,260			(3,787	)		-		741			34,324			-		31,278
Cash and Cash Equivalents - Beginning of Period		7,826			4,876			166,476			-		179,178
Cash and Cash Equivalents - Beginning of Year																7,826			-		4,876			166,476			-		179,178

Cash and Cash Equivalents - End of Period	$	14,798		$	5,426		$	188,214		$	-	$	208,438		$	4,039		$	-	$	5,617		$	200,800		$	-	$	210,456

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

We operate our businesses in three segments: Avionics & Controls, Sensors & Systems and Advanced Materials. Our segments are structured around our technical capabilities. Sales in all segments include domestic, international, defense and commercial customers.

The Avionics & Controls segment includes avionics systems, control and communication systems, and interface technologies capabilities. Avionics systems designs and develops cockpit systems integration and avionics solutions for commercial and military applications. Control and communication systems designs and manufactures technology interface systems for military and commercial aircraft and land- and sea-based military vehicles. Additionally, control and communication systems designs and manufactures military audio and data products for severe battlefield environments and communication control systems to enhance security and aural clarity in military applications. Defense, aerospace and training display (DAT), which will be integrated into our avionics systems and control and communication systems capabilities develops and manufactures visualization solutions for a variety of demanding defense and commercial aerospace applications. Interface technologies manufactures and develops custom control panels, input systems for medical, industrial, military and gaming industries.

The Sensors & Systems segment includes power systems, connection technologies and advanced sensors capabilities. Power systems develops and manufactures electrical power switching and other related systems, principally for aerospace and defense customers. Connection technologies develops and manufactures highly engineered connectors for harsh environments and serves the aerospace, defense & space, power generation, rail and industrial equipment markets. 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 warfare countermeasure devices for military 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 to anticipate the global needs of our customers and respond to such needs with comprehensive solutions. These efforts focus on continuous research and new product development, acquisitions and strategic realignments of operations to expand our capabilities as a more comprehensive supplier to our customers across our entire product offering. Our business has been impacted by reductions in defense ~~spending mainly due to the continued uncertainty of U.S. congressional budget cuts, or sequestration, on defense~~ spending.

On January 31, 2015, we acquired the ~~aerospace and defense display~~DAT business of Belgium-based Barco N.V. (Barco) for €150 million net of acquired cash, or approximately ~~$170~~$171 million in cash. ~~The company~~A working capital adjustment of approximately $15 million was paid by Barco subsequent to July 31, 2015. We financed the acquisition primarily using international cash reserves, with the balance funded by borrowings under ~~its~~our existing credit facility. ~~The display business~~DAT develops and manufactures visualization solutions for a variety of demanding defense and commercial aerospace applications. ~~The acquired business~~DAT employs roughly 600 people in Belgium, France, Israel, Singapore and the U.S. The display business ~~will be~~is included in our Avionics & Controls segment. We incurred a $2.9 million foreign currency exchange loss in funding the acquisition at the end of the first fiscal quarter of 2015. We ~~expect to incur approximately $26 million~~estimate that DAT will break even in fiscal 2015, excluding integration and purchase accounting expenses and the ~~aforementioned~~above referenced foreign currency ~~exchange loss in fiscal 2015. Operating results of the acquired display business, before these expenses, is estimated to be approximately $2 million for the eight months ending October 2, 2015.~~loss.

In September 2014, our board of directors approved a plan to sell certain non-core business units including Eclipse Electronic Systems, Inc. (Eclipse), a manufacturer of embedded communication intercept receivers for signal intelligence applications; Wallop Defence Systems, Ltd. (Wallop), a manufacturer of flare countermeasure devices; Pacific Aerospace and Electronics Inc. (PA&E), a manufacturer of hermetically sealed electrical connectors; and a small distribution business. These business units are reported as discontinued operations for all periods presented. Based upon the estimated fair values, we incurred an estimated after-tax loss of $49.5 million in the fourth quarter of fiscal 2014 on the assets held for sale in discontinued operations. During the first nine months of fiscal ~~quarter of~~ 2015 and 2014, we incurred a loss on discontinued operations of ~~$16.7~~$20.3 million ~~including a $14.1~~and $8.5 million, ~~loss on assets~~respectively. On June 5, 2015, we sold Eclipse for approximately $10 million. We retained ownership of the land, building and building improvements, which are being held for sale. In addition, on July 20, 2015, we sold PA&E for approximately $22 million. The selling price for both businesses is subject to customary working capital adjustments.

On June 19, 2014, our board of directors approved a share repurchase program and authorized the repurchase of up to $200 million of outstanding shares of common stock. In March 2015, our board of directors authorized an additional $200 million for repurchase of outstanding shares of common stock under the program. Under the program, ~~we are~~the Company is authorized to repurchase up to ~~$200~~$400 million of the outstanding shares of common stock from time to time, depending on market conditions, share price and other factors. During fiscal 2014, we repurchased 269,228 shares under this program at an average price paid per share of $112.40, for an aggregate purchase price of $30.3 million. During the first nine months of fiscal ~~quarter of~~ 2015, we repurchased ~~849,648~~2,562,122 shares under this program at an average price paid per share of ~~$109.02,~~$101.29, for an aggregate purchase price of ~~$92.6~~$259.5 million.

In March 2014, we entered into a Consent Agreement with the U.S. Department of State’s Directorate of Defense Trade Controls Office of Defense Trade Controls Compliance (DDTC) to resolve alleged International Traffic in Arms Regulations (ITAR) civil violations. Among other things, the Consent Agreement requires us to pay a $20 million penalty, of which $10 million was suspended

and eligible for offset credit based upon verified expenditures for past and future remedial actions, and to continue to implement ongoing compliance remedial measures and to implement additional remedial measures related to ITAR compliance activities. As a result of these ~~requirements,~~remedial measures, remedial compliance expense was ~~$3.7~~$15 million in the first nine months of fiscal ~~quarter of~~ 2015 compared with ~~$1.8~~$7 million in the same period in fiscal 2014. ~~We expect to incur about $7 million in incremental compliance costs in fiscal 2015.~~ More information about the Consent Agreement is set forth in Note 9 to the Consolidated Financial Statements included in Part 1, Item 1 of this report.

On December 20, 2013, we acquired Sunbank Family of Companies, LLC (Sunbank) for $51.7 million. The purchase price included $5 million in additional contingent consideration based upon achievement of certain sales levels over a two-year period. Sunbank is a manufacturer of electrical cable accessories, connectors and flexible conduit systems. Sunbank is included in the Sensors & Systems segment.

On December 5, 2013, we announced the acceleration of our plans to consolidate certain facilities and create cost efficiencies through shared services in sales, general and administrative and support functions. For fiscal 2014 and 2015 our integration activities are expected to result in aggregate charges and expenses of $35 million. Total restructuring expenses were ~~$20.3~~$20.4 million in fiscal 2014. Restructuring expenses in fiscal 2014 were mainly comprised of $5.7 million in severance and ~~$11.8~~$11.9 million in exit and relocation of facilities expenses, and a $2.8 million loss on the write off of certain property, plant and equipment. Total restructuring expenses in the first nine months of fiscal ~~quarter of~~ 2015 were ~~$5.0~~$10.1 million, of which ~~$3.1~~$5.4 million was reported separately as restructuring expenses and ~~$1.9~~$4.7 million was reported as cost of goods sold. Total restructuring expenses in the first nine months of fiscal ~~quarter of~~ 2014 were ~~$5.4~~$14.3 million, of which ~~$4.8~~$10.3 million was reported separately as restructuring expenses and ~~$0.6~~$4.0 million was reported as ~~costs~~cost of goods sold. Expense savings were ~~$3.3~~$11.5 million in the first nine months of fiscal ~~quarter of~~ 2015.

~~Total~~For further explanation about changes in sales ~~decreased 8.1% over the prior-year period to $446.3 million, mainly reflecting a 13-week period~~and gross margin in the ~~first~~third fiscal quarter of 2015 ~~compared to~~over the prior year period, please see the table at the end of the Overview section for a ~~14-week period in~~roll forward presentation of sales and gross margin.

Total sales for the third fiscal quarter decreased by $10.1 million, or 2.0%, over the prior-year ~~period and~~period. Sales decreased $23 million due to the effect of a weakening Canadian dollar, U.K. pound and euro ~~relative~~compared with the prior-year period. Additionally, sales decreased $5 million due the impact of the settlement of forward foreign currency contracts qualifying under hedge accounting. These decreases were partially offset by $32 million in incremental sales from the DAT acquisition. Excluding the foreign currency exchange effects and the other items listed in the roll forward, sales volume decreased $14 million compared with the prior-year period and was mainly due to lower demand for Avionics & Controls and Advanced Materials segment products.

Consolidated gross margin was 34.2% in the third fiscal quarter of 2015 compared with 35.0% in the prior-year period. Gross margin in the third quarter of fiscal 2015 was impacted by lower sales volume and mix of Avionics & Controls and Advanced Materials. Additionally, Avionics & Controls gross margin was impacted by an inventory fair value adjustment due to the ~~U.S. dollar. The decrease~~shipment of acquired DAT inventory recorded at fair value. Sensors & Systems segment gross margin improved over the prior-year period on stronger sales mix.

Selling, general and administrative expense increased by $3.1 million and by 0.9 percentage points over the prior-year period to 18.5% of sales, reflecting incremental selling, general and administrative expenses from the acquisition of DAT of $8.9 million and a $7.9 million increase in corporate expense, mainly due to increased expenses for compliance activities. These increases were partially offset by the favorable translation effects of foreign currencies.

Research, development and engineering spending increased by $5.0 million over the prior-year period to 5.9% of sales due to ~~a 13-week~~incremental research, development and engineering expenses from the acquisition of DAT of $7.7 million, partially offset by lower spending for Avionics & Controls research, development and engineering.

The income tax rate was 17.4% in the third fiscal quarter of 2015 compared ~~to a 14-week quarter~~with 23.7% in the prior-year period, ~~was approximately $35~~mainly reflecting certain discrete tax benefits and additional tax benefits resulting from DAT operating losses.

Earnings from continuing operations in the third fiscal quarter of 2015 were $30.2 million, or ~~7.2%. The effect~~$0.97 per diluted share, compared with $39.8 million, or $1.22 per diluted share, in the prior-year period. Loss from discontinued operations in the third fiscal quarter of 2015 was $1.7 million, or $0.05 per diluted share, compared with $0.9 million, or $0.03 per diluted share, in the prior-year period. Net income in the third fiscal quarter was $28.5 million, or $0.92 per diluted share, compared with $38.9 million, or $1.19 per diluted share, in the prior-year period.

For further explanation about changes in sales and gross margin for the first nine months of fiscal 2015 over the prior year period, please see the table at the end of the Overview section for a roll forward presentation of sales and gross margin.

Sales for the first nine months of fiscal 2015 decreased $60 million, or 4.0%, over the prior-year period. Sales decreased $55 million due to effects of a weakening Canadian dollar, U.K. pound and euro ~~had a $14 million, or 2.9%, impact on sales in the first fiscal quarter~~ compared with the prior-year period. ~~The decrease~~Additionally, sales decreased $15 million due to the settlement of forward foreign currency contracts qualifying under hedge accounting. These decreases were partially offset by $62 million in ~~total~~incremental sales ~~by segment principally reflected lower Avionics & Controls~~from the DAT acquisition. Excluding the foreign currency exchange effects and ~~Sensors & Systems segment~~the other items noted in the roll forward, sales volume decreased $53 million compared with the prior-year period and was due to lower demand ~~from defense and industrial commercial customers.~~across all three segments.

Consolidated gross margin ~~decreased to 32.6%~~was 33.2% in the first nine months of fiscal ~~quarter of~~ 2015 compared with 35.1% ~~reflecting lower gross margins across all segment sales.~~in the prior-year period. Gross margin was mainly impacted by ~~a lower recovery~~the effect of ~~fixed overhead on decreased sales volumes.~~

~~Research,~~weakening foreign currencies, an unfavorable estimate at completion (EAC) for certain long-term development contracts, and ~~engineering spending decreased~~the impact from the settlement of our foreign currency forward contracts in the period. Additionally, gross margin was impacted by ~~$3.2 million over the prior-year period to 5.0% of sales~~an inventory fair value adjustment due to ~~decreased spending for~~the shipment of acquired DAT inventory recognized at fair value. Gross margin was also impacted by unfavorable sales mix at Avionics & Controls ~~segment developments.~~ and Advanced Materials.

Selling, general and administrative expense increased by ~~$4.5~~$16.3 million and by ~~2.6~~1.9 percentage points over the ~~prior-year period~~first nine months of fiscal 2014 to ~~21.0%~~19.9% of sales, reflecting incremental selling, general and administrative expenses from the DAT acquisition of $17.8 million and increased corporate expenses of $16.7 million, partially offset by a decrease in segment selling, general and administrative expense. The increase in corporate expense was mainly due to increased expenses for compliance activities. The decrease in segment selling, general and administrative expense was principally due to the effect of translating selling, general and administrative expenses denominated in non-U.S. functional currencies to the U.S. dollar.

Research, development and engineering spending increased by $3.3 million over the first nine months of fiscal 2014 to 5.5% of sales. The increase in research, development and engineering spending principally reflects incremental research, development and engineering expense from the DAT acquisition of $11.4 million, partially offset by lower ~~sales volumes and certain incremental expense matters, including compliance costs, a pension settlement and a fixed asset write-off.~~spending on Avionics & Controls developments.

During the first nine months of fiscal ~~quarter of~~ 2015, we recognized a $15.7 million gain in other income and a $2.4 million reduction in interest expense upon the lapse of a statutory period related to a liability for a non-income tax position of an acquired company. In addition, we incurred a $2.9 million loss in other income on foreign currency exchange resulting from the funding of the acquisition of the display business from Barco. Additionally, operating results were impacted by $8.9 million in expenses, including $3.5 million in inventory and fixed asset write-offs due to uncertainty over a cockpit integration program, a $2.4 million inventory write-off and an unfavorable estimate at completion adjustment due to program realignments or reassessments in our Avionics & Controls segment, and a $3.0 million pension settlement related to our settlement with terminated vested pension plan participants. Approximately $2.7 million of these expenses were recorded in cost of sales and $6.2 million were recorded in selling, general and administrative expenses. DAT.

The ~~effect of a weakening Canadian dollar, U.K. pound and euro compared to the U.S. dollar on operating earnings~~income tax rate was ~~not material~~19.9% in the first nine months of fiscal ~~quarter of 2015.~~2015 compared to 21.5% in the prior-year period, mainly reflecting additional tax benefits resulting from DAT operating losses.

Earnings from continuing operations ~~were impacted by an increase~~ in the ~~income tax rate to 24.5% from 20.2% in the prior-year period, reflecting certain discrete tax benefits recorded in the prior-year period.~~

~~In the~~ first nine months of fiscal ~~quarter of~~ 2015 ~~income from continuing operations was $25.1~~were $76.9 million, or ~~$0.78~~$2.44 per diluted share, compared with ~~$33.9~~$114.4 million, or ~~$1.05~~$3.53 per diluted share, in the prior-year period. Loss onfrom discontinued operations in the first nine months of fiscal 2015 was ~~$16.7~~$20.3 million, or ~~$0.52~~$0.64 per diluted share, compared with $3.9 million, or $0.12 per diluted share, in the prior year period. During the first fiscal quarter of 2015 we incurred a $14.1 million loss on net asset held for sale principally due to a reduction of the estimated selling price for Eclipse due to our lower expectations of earnings and continuing negotiations with the buyer. Operating losses, after tax, on discontinued operations were $2.7 million and $3.9 million for the first fiscal quarter of 2015 and 2014, respectively.

~~Net earnings were $8.3~~$8.5 million, or $0.26 per diluted share, in the prior-year period. Net income in the first nine months of fiscal 2015 was $56.6 million, or $1.80 per diluted share, compared with ~~$30.1~~$105.9 million, or ~~$0.93~~$3.27 per diluted share, in the prior-year period.

Cash flows from operating activities were ~~$5.2~~$104.2 million in the first nine months of fiscal ~~quarter of~~ 2015 compared with ~~$49.9~~$134.7 million in the prior-year period. The decrease in cash flow from operating activities reflected lower net earnings, ~~and~~partially offset by lower cash ~~receipts on collections of accounts receivable~~payments for interest and income taxes compared to the prior-year period.

Our sales, gross margin and earnings results for the three month and nine month period ended July 31, 2015, compared with the three month and nine month period ended August 1, 2014, included a number of significant items which are summarized in the tables below.

The following is a roll forward of sales and gross margin from the three month period ending August 1, 2014, to the three month period ending July 31, 2015:

In Thousands	Avionics &			Sensors &			Advanced
	Controls			Systems			Materials			Total
Sales:
Three month period ended August 1, 2014	$	192,860		$	192,246		$	121,203		$	506,309
Foreign currency gain (loss)		(1,895	)		(17,985	)		(2,805	)		(22,685	)
Forward contract gain (loss)		(2,756	)		(2,449	)		-			(5,205	)
Acquired DAT business		31,885			-			-			31,885
Sales volume		(12,627	)		3,718			(5,178	)		(14,087	)
Three month period ended July 31, 2015	$	207,467		$	175,530		$	113,220		$	496,217

Gross Margin:
Three month period ended August 1, 2014		71,565			63,619			41,903			177,087
Foreign currency gain (loss)		2,424			(2,732	)		(788	)		(1,096	)
Forward contract gain (loss)		(2,756	)		(2,449	)		-			(5,205	)
Acquired DAT business		15,661			-			-			15,661
Volume/mix		(9,334	)		2,961			(6,667	)		(13,040	)
DAT inventory fair value adjustment		(2,720	)		-			-			(2,720	)
Inventory reserves and EAC adjustment		(878	)		-			-			(878	)
Other		(3,185	)		1,218			1,954			(13	)
Three month period ended July 31, 2015	$	70,777		$	62,617		$	36,402		$	169,796

The following is a roll forward of sales and gross margin from the nine month period ending August 1, 2014, to the nine month period ending July 31, 2015:

For further explanation, please see the roll forward table of sales and gross margin at the end of the Overview section.

Three Month Period Ended ~~January 30,~~July 31, 2015, Compared with Three Month Period Ended ~~January 31,~~August 1, 2014

~~Sales~~Total sales for the ~~first~~third fiscal quarter decreased ~~$39.6~~by $10.1 million, or ~~8.1%~~2.0%, over the prior-year period. The decrease in sales due to a 13-week quarter compared to a 14-week quarter in the prior-year period was approximately $35 million, or 7.2%. The effect of a weakening Canadian dollar, U.K. pound and euro had a $14 million, or 2.9%, impact on sales in the first fiscal quarter compared with the prior-year period. Sales by segment were as follows:

		Three Months Ended						Three Months Ended
	Increase (Decrease)	January 30,		January 31,		Increase (Decrease)		July 31,		August 1,
In Thousands	From Prior Year	2015		2014		From Prior Year		2015		2014

Avionics & Controls	(9.0)%	$	176,478	$	193,890		7.6%	$	207,467	$	192,860
Sensors & Systems	(10.0)%		163,656		181,774	(8.7)%			175,530		192,246
Advanced Materials	(3.7)%		106,210		110,276	(6.6)%			113,220		121,203
Total Net Sales		$	446,344	$	485,940			$	496,217	$	506,309

The ~~9.0% decrease~~$14.6 million, or 7.6%, increase in ~~sales of~~ Avionics & Controls sales over the prior-year period reflected incremental sales from the DAT acquisition of $32 million. This increase was partially offset by the effect of weakening foreign currencies, which reduced segment sales by $2 million compared with the prior-year period. In addition, the settlement of forward foreign currency contracts qualifying under hedge accounting reduced sales by $3 million. Excluding the foreign currency exchange effects and the other items listed in the roll forward, sales volume decreased by $13 million and mainly reflected ~~decreased sales across the segment. Avionics systems sales decreased by $8 million mainly due to~~ lower sales ~~volumes~~ of ~~aviation products~~avionics systems for defense ~~applications. Control~~applications of $9 million and ~~communication systems sales decreased by $5 million mainly due to decreased~~lower sales of switches and cockpit control devices ~~partially offset by a $4 million increase in sales of~~and military communication systems ~~to enhance security and aural clarity in military communications. The interface technologies sales decrease reflected lower sales to gaming customers. The effect~~ of the weakening Canadian dollar, U.K. pound and euro reduced segment sales by approximately $2 million compared with the prior-year period, with most of this decline impacting our Canadian-based avionics systems business.$5 million.

The ~~10.0%~~$16.7 million, or 8.7%, decrease in Sensors & Systems ~~mainly~~sales over the prior-year period reflected ~~decreased~~the effect of weakening foreign currencies of approximately $18 million. Additionally, the impact of forward contracts under hedge accounting reduced sales by $2 million. Excluding the foreign currency exchange effects and the other items listed in the roll forward, sales volume increased $4 million, reflecting higher sales of ~~$12 million~~advanced sensors and power systems, partially offset by lower sales of connection technologies of $3 million due to lower demand from defense and industrial customers, including oil and gas and nuclear.

The $8.0 million, or 6.6%, decrease in Advanced Materials sales over the prior-year period reflected the effect of weakening foreign currencies of $3 million. Excluding the foreign currency exchange effects and the other items listed in the roll forward, sales volume decreased by $5 million, ~~from incremental~~primarily reflecting decreased sales ~~from the Sunbank acquisition in December 2013. Advanced sensors sales decreased $3~~volumes of engineered materials for defense applications of $7 million, ~~on lower OEM sales. The effect of a weaker euro and U.K. pound relative to the U.S. dollar impacted segment sales~~partially offset by ~~approximately $11 million compared with the prior-year period.~~

~~The 3.7% decrease in sales of Advanced Materials principally reflected decreased~~higher sales volumes of defense technologies ~~of $5 million mainly due to decreased demand~~ for ~~countermeasures. The effect of the weakening U.K. pound relative to the U.S. dollar reduced segment sales by approximately $1 million compared with the prior-year period.~~combustible ordnance applications.

Overall, gross margin was ~~32.6%~~34.2% and ~~35.1%~~35.0% for the ~~first~~third fiscal quarter of 2015 and 2014, respectively. Gross profit was ~~$145.3~~$169.8 million and ~~$170.7~~$177.1 million for the ~~first~~third fiscal quarter of 2015 and 2014, respectively. Gross margin was impacted by ~~$1.9~~$1.4 million and ~~$0.6~~$2.0 million in restructuring expense in the ~~first~~third fiscal ~~quarters~~quarter of 2015 and 2014, respectively. ~~Gross margin was also impacted by a lower recovery of fixed overhead on decreased sales volumes.~~

Avionics & Controls segment gross margin was ~~33.1%~~34.1% and ~~37.3%~~37.1% for the ~~first~~third fiscal quarter of 2015 and 2014, respectively. Segment gross profit was ~~$58.5~~$70.8 million compared with ~~$72.2~~$71.6 million in the prior-year period. The decrease in ~~segment~~ gross ~~profit was principally due to lower gross profit of $12~~margin reflected a $5 million ~~from~~decrease on sales of avionics systems and an $8 million decrease on sales of control and communication systems. ~~Avionics~~The decrease in avionics systems gross ~~profit declined by $7 million~~margin was mainly due to lower sales ~~volumes of aviation products and a $1.4 million inventory write-off due the uncertainty over a specific cockpit integration program.~~volumes. Additionally, avionics systems gross margin was impacted by a ~~$1.1~~$0.9 million estimate at completion adjustment due to development program realignments. The decrease in control and communication systems ~~gross profit~~ was ~~mainly~~ due to lower sales volumes and mix as well as higher manufacturing costs. These decreases were partially offset by incremental gross profit from the DAT acquisition of ~~switches and cockpit control devices and a $1.3~~$13 million. DAT gross profit included the effect of selling acquired inventory valued at fair value at acquisition. A fair value adjustment of $2.7 million ~~inventory write-off due~~lowered incremental gross profit from DAT from $15.7 million to a program reassessment. The decrease in gross margin as a percent of sales was due to lower cockpit switch spare sales, the inventory write-offs, an estimate at completion adjustment described above, and sales mix.$13 million.

Sensors & Systems segment gross margin was ~~33.7%~~35.7% and ~~35.1%~~33.1% for the ~~first~~third fiscal quarter of 2015 and 2014, respectively. Segment gross profit was ~~$55.1~~$62.6 million compared with ~~$63.8~~$63.6 million in the prior-year period. ~~The decrease in segment gross profit mainly reflected~~Gross margin was impacted by the effects of weakening foreign currencies of $3 million and the impact from settlement of forward contracts of $2 million. These decreases were substantially offset by a $5$4 million ~~decrease~~increase in gross ~~profit from~~margin mainly due to improved mix on sales of connection technologies due to lower sales volumes for industrial, commercial and defense applications and lower recovery of fixed overhead costs. Additionally, Sunbank’s current gross margins are lower than Souriau’s gross margins. The decrease in segment gross profit also reflected a $4 million decrease in gross profit on sales

~~of advanced sensors, mainly due to a lower recovery of fixed overhead costs on decreased sales and $0.9 million in increased restructuring cost.~~technologies.

Advanced Materials segment gross margin was ~~29.9%~~32.2% compared with ~~31.4%~~34.6% for the prior-year period. Segment gross profit was ~~$31.8~~$36.4 million compared with ~~$34.7~~$41.9 million in the prior-year period. The decrease in gross margin ~~was due to~~reflected lower sales ~~of flare countermeasure devices and reduced yields. The decrease also reflected lower gross margin on sales~~volumes of engineered materials ~~due to lower sales~~ for defense applications and a less favorable sales ~~mix.~~mix of $7 million, partially offset by lower cost of sales of defense technologies of $3 million.

Selling, general and administrative expenses (which include corporate expenses) totaled ~~$93.7~~$92 million, or ~~21.0%~~18.5% of sales, and ~~$89.1~~$88.9 million, or ~~18.3%~~17.6% of sales, for the ~~first~~third fiscal quarter of 2015 and 2014, respectively. The increase in selling, general and administrative ~~expense~~expenses reflected incremental selling, general and administrative expenses from the DAT acquisition of $8.9 million. Corporate expenses increased by $7.9 million mainly due to higher compliance costs. These increases were partially offset by the effect of translating selling, general and administrative expenses denominated in non-U.S. functional currencies to the U.S. dollar of approximately $6.8 million and foreign currency gains on monetary assets and forward contracts of $5.7 million.

Research, development and engineering spending was $29.2 million, or 5.9% of sales, for the third fiscal quarter of 2015 compared with $24.3 million, or 4.8% of sales, for the third fiscal quarter of 2014. The increase in research, development and engineering spending principally reflected incremental research, development and engineering from the DAT acquisition of $7.7 million, substantially offset by lower spending on control and communication systems development.

Total restructuring expenses were $2.8 million, or 0.6% of sales, in the third fiscal quarter of 2015, of which $1.4 million is reported separately as restructuring expenses and $1.4 million is included in cost of goods sold. Total restructuring expenses were $5.4 million, or 1.1% of sales, in the third fiscal quarter of 2014, of which $3.4 million is reported separately as restructuring expenses and $2.0 million is included in cost of goods sold.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the third fiscal quarter of 2015 totaled $71.2 million, or 14.4% of sales, compared with $76.7 million, or 15.1% of sales, for the third fiscal quarter in 2014. Excluding restructuring expenses of $2.8 million and $5.4 million, segment earnings were $74.0 million, or 14.9% of sales, and $82.1 million, or 16.2% of sales, for the third fiscal quarters of 2015 and 2014, respectively.

Avionics & Controls segment earnings were $23.5 million, or 11.3% of sales, in the third fiscal quarter of 2015 and $30.9 million, or 16.0% of sales, in the third fiscal quarter of 2014, mainly reflecting a $3.7 million incremental loss from the DAT acquisition and a $6 million decrease in control and communication systems earnings, partially offset by a $1 million increase on sales of avionics systems. The decrease in earnings from sales of control and communication systems was principally due to lower sales volumes and mix. The $1 million increase in avionics systems earnings reflected a ~~$2.1~~$5 million ~~write off~~foreign currency exchange gain on monetary assets and embedded derivatives, substantially offset by a comparable decrease in gross margin. Restructuring expenses were $0.2 million and $1.0 million in the third fiscal quarter of ~~fixed assets~~2015 and 2014, respectively.

Sensors & Systems segment earnings were $23.4 million, or 13.3% of sales, for the third fiscal quarter of 2015 compared with $18.1 million, or 9.4% of sales, for the third fiscal quarter of 2014. Sensors & Systems earnings benefited from lower selling, general and administrative expenses mainly due to translating selling, general and administrative expenses denominated in non-U.S. functional currencies to the U.S. dollar. In addition, restructuring expenses were $1.6 million and $3.3 million in the third fiscal quarter of 2015 and 2014, respectively.

Advanced Materials segment earnings were $24.4 million, or 21.5% of sales, for the third fiscal quarter of 2015 compared with $27.7 million, or 22.9% of sales, for the third fiscal quarter of 2014, primarily reflecting lower earnings from sales of engineered materials, partially offset by higher earnings from sales of defense technologies of $3 million. Restructuring expenses were $0.7 million in both the third fiscal quarter of 2015 and 2014. The effect of foreign currencies was not material on segment earnings in the third fiscal quarter of 2015 compared with the prior-year period.

Interest expense for the third fiscal quarter of 2015 was $10.6 million compared with $7.9 million for the third fiscal quarter of 2014, reflecting the refinancing of our credit facility with an interest rate of about 1.7% with the €330.0 million 2023 Notes bearing interest at 3.625%. Subsequent to July 31, 2015, we repaid our $250.0 million 7% 2020 Senior Notes. Given our current debt levels, we expect interest expense to be approximately $30 million in both fiscal year 2015 and 2016.

The income tax rate was 17.4% in the third fiscal quarter of 2015 compared with 23.7% in the prior-year period. In the third fiscal quarter of 2015, we recognized $0.9 million of discrete tax benefits principally related to the following items. The first item was approximately $1.2 million of tax benefits due to the release of reserves upon the expiration of a statute of limitations. The second item was approximately $0.3 million of discrete tax expense principally related to reconciling the prior year’s income tax return to the income tax provision. In the third fiscal quarter of 2014, we recognized $0.2 million of discrete tax expense. The income tax rate differed from the statutory rate in the third fiscal quarter of 2015 and 2014, as both years benefited from various tax credits and certain foreign interest expense deductions.

Nine Month Period Ended July 31, 2015, Compared with Nine Month Period Ended August 1, 2014

For further explanation, please see the roll forward table of sales and gross margin at the end of the Overview section.

Total sales for the first nine months decreased $60.5 million, or 4.0%, over the prior-year period. Sales by segment were as follows:

The $23.2 million, or 4.1%, increase in Avionics & Controls sales over the prior-year period reflected incremental sales of $62 million from the DAT acquisition. This increase was partially offset by a $9 million reduction in sales due to the settlement of forward contracts under hedge accounting. Excluding the foreign currency exchange effects and the other items listed in the roll forward, Avionics & Controls sales volume decreased $29 million. Avionics systems sales volume decreased by $22 million due to lower demand for aviation products for defense applications. Control and communication systems decreased by $4 million, reflecting lower sales of switches and cockpit control devices and military communication systems. Interface technologies sales decreased by $3 million due to lower demand for gaming and medical applications.

The $63.5 million, or 11.0%, decrease in Sensors & Systems sales over the prior-year period reflected the impact of weakening foreign currencies of $45 million and the impact of forward contracts under hedge accounting of $7 million. Excluding the foreign currency exchange effects and the other items listed in the roll forward, sales volume decreased by $11 million, reflecting a $15 million decrease in connection technologies sales mainly due to lower demand from defense and industrial customers including oil and gas. These decreases were offset by a $4 million increase in advanced sensors sales for OEM and aftermarket.

The $20.1 million, or 5.7%, decrease in Advanced Materials sales compared with the prior-year period reflected the impact of weakening foreign currencies of $7 million. Excluding the foreign currency exchange effects and the other items listed in the roll forward, sales volume decreased by $13 million, reflecting a $6 million decrease in defense technologies sales volume mainly due to lower demand for flare countermeasures and a $7 million decrease in sales of engineered materials due to lower demand for defense applications.

Overall, gross margin as a percentage of sales was 33.2% and 35.1% for the first nine months of fiscal 2015 and 2014, respectively. Gross profit was $478.8 million and $527.0 million for the first nine months of fiscal 2015 and 2014, respectively. Gross margin was impacted by $4.8 million and $4.0 million in restructuring expense in the first nine months of fiscal 2015 and 2014, respectively.

Avionics & Controls segment gross margin was 32.1% and 37.1% for the first nine months of fiscal 2015 and 2014, respectively. Segment gross profit was $190.8 million compared with $211.9 million in the prior-year period. The decrease in gross margin reflected a $25 million decrease on sales of avionics systems and an $11 million decrease on sales of control and communication systems. The decrease in avionics systems gross margin was mainly due to lower sales volumes. Additionally, avionics systems gross profit was impacted by a $1.4 million inventory write-off due to the uncertainty over a specific cockpit integration program ~~$2.1~~and a $7 million estimate-at-completion adjustment due to development program realignments. The decrease in control and communication systems was mainly due to lower sales volumes and mix and higher manufacturing costs. Control and communication systems was further impacted by a $1.8 million inventory write-off due to a program reassessment. These decreases were partially offset by incremental gross profit from the DAT acquisition of $19 million. DAT gross profit included the effect of shipping acquired inventory valued at fair value at acquisition. A fair value adjustment of $5 million lowered incremental gross profit from DAT from $24 million to $19 million.

Sensors & Systems segment gross margin was 35.3% and 33.6% for the first nine months of fiscal 2015 and 2014, respectively. Segment gross profit was $181.8 million compared with $194.6 million in the prior-year period. The decrease in gross margin dollars mainly reflected a $10 million decrease on sales of connection technologies and a $4 million decrease in advanced sensors. The decrease in connection technologies gross margin was principally due to lower sales volumes of $10 million and the effects of weakening foreign currencies of $7 million partially offset by improved sales mix. The decrease in advanced sensors gross margin mainly reflected the effect from the settlement of forward contracts and weakening foreign currencies.

Advanced Materials segment gross margin was 31.9% for the first nine months of fiscal 2015 compared with 34.2% for the same period one year ago. Segment gross profit was $106.2 million compared with $120.5 million in the prior-year period. A $14 million decrease in volume/mix mainly reflected lower sales of engineered materials for defense applications and a lower recovery of fixed costs.

Selling, general and administrative expenses (which include corporate expenses) totaled $286.4 million, or 19.9% of sales, and $270.1 million, or 18.0% of sales, for the first nine months of fiscal 2015 and 2014, respectively. The increase in selling, general and

administrative expense reflected incremental selling, general and administrative expenses from the DAT acquisition of $17.8 million, increased corporate expenses of $16.7 million, partially offset by a decrease in segment selling, general and administrative expense. The increase in corporate expense was mainly due to higher compliance ~~costs,~~expense, $3.0 million in related acquisition expenses and $3 million in higher pension costs due to our settlement with vested terminated ~~employees.~~ pension plan participants. These increases in corporate expense were partially offset by a $4.2 million reduction in incentive compensation. The decrease in segment selling, general and administrative expense reflected the effect of translating selling, general and administrative expenses denominated in non-U.S. functional currencies to the U.S. dollar of $16.8 million and a decrease in segment incentive compensation expense of $2.5 million. These decreases were partially offset by a $2.1 million write-off of fixed assets due to an avionics systems program.

In fiscal 2014, we offered vested terminated participants of our U.S. pension plan a one-time opportunity to elect a lump-sum payment from the plan in lieu of a lifetime annuity. In the first fiscal quarter of 2015, we made $16.6 million in lump-sum payments to vested terminated pension plan participants from the plan, which resulted in an actuarial ~~estimated~~ settlement charge of ~~$3.0~~$3 million. A $3.2 million increase in losses from marking to market certain foreign currency exchange contracts was substantially offset by favorable translation adjustments of selling, general and administrative expenses denominated in the U.K. pound or euro into the U.S. dollar compared to the prior-year period. Excluding the $3 million pension settlement and $2.1 million fixed asset write-off, selling, general and administrative expenses were $88.6 million, or 19.8% of sales. The increase in percent of sales reflects lower sales volume compared with the prior-year period.

Total restructuring expenses were ~~$5.0~~$10.1 million, or ~~1.1%~~0.7% of sales, in the first nine months of fiscal ~~quarter of~~ 2015, of which ~~$3.1~~$5.4 million is reported separately as restructuring expenses and ~~$1.9~~$4.7 million is included in cost of goods sold. Total restructuring expenses were ~~$5.4~~$14.3 million, or ~~1.1%~~1.0% of sales, in the first nine months of fiscal ~~quarter of~~ 2014, of which ~~$4.8~~$10.3 million is reported separately as restructuring expenses and ~~$0.6~~$4.0 million is included in cost of goods sold.

Research, development and engineering spending was ~~$22.5~~$78.7 million, or 5.5% of sales, for the first nine months of fiscal 2015 compared with $75.4 million, or 5.0% of sales, for the first ~~fiscal quarter~~nine months of ~~2015 compared with $25.6 million, or 5.3% of sales, for the first~~ fiscal ~~quarter of~~ 2014. The ~~decrease~~increase in research, development and engineering spending ~~principally~~ reflects incremental research, development and engineering expense from the DAT acquisition of $11.4 million, partially offset by lower spending on control and communication systems developments. Fiscal 2015 research, development and engineering spending is expected to be in the range of approximately 5%5.5% of sales.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the first nine months of fiscal ~~quarter of~~ 2015 totaled ~~$45.2~~$173.4 million, or ~~10.1%~~12.0% of sales, compared with ~~$66.4~~$219.7 million, or ~~13.7%~~14.6% of sales, for the first nine months in fiscal ~~quarter in~~ 2014. Excluding restructuring expenses of ~~$5.0 million and $5.4~~$10.1 million, segment earnings were ~~$50.2~~$183.5 million, or ~~11.2% of sales, and $71.8 million, or 14.8%~~12.7% of sales, for the first ~~fiscal quarters~~nine months of ~~2015 and 2014, respectively.~~2015. Excluding restructuring expenses of $14.3 million, segment earnings were $234.0 million, or 15.6% of sales, for the first nine months of 2014.

Avionics & Controls segment earnings were ~~$19.1~~$52.0 million, or ~~10.8%~~8.8% of sales, in the first nine months of fiscal ~~quarter of~~ 2015 and ~~$27.7~~$82.0 million, or 14.3% of sales, in the first nine months of fiscal ~~quarter of~~ 2014, mainly reflecting a $4$15 million decrease in avionics systems, a $3$10 million incremental loss from the DAT acquisition, and a $4 million decrease in control and communication systems earnings. The decrease in avionics systems earnings mainly reflected lower gross margin as explained above, partially offset by a $9 million decrease in selling, general and administrative expense. The decrease in avionics systems selling, general and administrative expense was mainly due to gains on monetary assets and embedded derivatives of $5 million and a decrease in interface technologies. Avionics systems earnings were impacted by lower gross profit and a $2.1 million charge related to the write off of fixed assets due to the uncertainty over a specific cockpit integration program.restructuring expense. The decrease in earnings from sales of control and communication systems ~~mainly~~principally reflected ~~the decrease in gross profit,~~lower sales volumes and unfavorable product mix, partially offset by lower research, engineering and development ~~expense. The decrease in earnings from sales of interface technologies mainly reflected lower sales to gaming customers. Restructuring~~expense and selling, general and administrative expenses. Segment restructuring expenses were ~~$1.0~~$0.6 million and ~~$2.3~~$4.4 million in the first nine months of fiscal ~~quarter of~~ 2015 and 2014, respectively. ~~Avionics & Controls benefited by~~The effect of foreign currencies and forward contracts had a favorable $4 million impact in ~~foreign currency exchange gains mainly from a weakening Canadian dollar relative to~~ the ~~U.S. dollar~~first nine months of fiscal 2015 compared with the prior-year ~~period.~~period and was principally due to gains on monetary assets and embedded derivatives.

Sensors & Systems segment earnings were ~~$9.6~~$55.5 million, or ~~5.8%~~10.8% of sales, for the first nine months of fiscal ~~quarter of~~ 2015 compared with ~~$20.6~~$61.8 million, or ~~11.4%~~10.7% of sales, for the first nine months of fiscal ~~quarter of~~ 2014. ~~Sensors & Systems~~The decrease in segment earnings ~~were mainly impacted by lower~~principally reflected a $4 million decrease in earnings from ~~decreased~~ sales of connection technologies and a $1 million decrease in advanced sensors. ~~Restructuring~~The decrease in both connection technologies and advanced sensors earnings was due to the decrease in gross margin as described above, partially offset by lower selling, general and administrative expense mainly due to the effects of weakening foreign currencies. Additionally, segment restructuring expenses were ~~$3.0~~$6.1 million and ~~$0.5~~$5.5 million in the first nine months of fiscal ~~quarter of~~ 2015 and 2014, respectively. In addition, Sensors & Systems earnings were impacted by $2 million in foreign currency exchange losses due to the weakening U.K. pound and euro relative to the U.S. dollar compared with the prior-year period.

Advanced Materials segment earnings were ~~$16.5~~$65.9 million, or ~~15.6%~~19.8% of sales, for the first nine months of fiscal ~~quarter of~~ 2015 compared with ~~$18.0~~$75.9 million, or ~~16.3%~~21.5% of sales, for the first nine months of fiscal ~~quarter of~~ 2014, primarily reflecting lower earnings from sales of engineered ~~materials and defense technologies. The decrease in~~materials. Earnings from sales of defense technologies ~~was~~improved mainly due to lower ~~earnings from sales of countermeasures. Restructuring expenses were $0.8~~restructuring expense. Segment restructuring expense was $2.5 million and ~~$2.6~~$3.9 million in the first nine months of fiscal ~~quarter~~2015 and 2014, respectively.

Interest expense for the first nine months of fiscal 2015 was $25.0 million compared with $24.9 million for the first nine months of fiscal 2014.

The income tax rates were 19.9% and 21.5% for the first nine months of fiscal 2015 and 2014, respectively. In ~~addition, Advanced Materials was impacted by $2 million in foreign currency exchange losses due to the weakening U.K. pound relative to the U.S. dollar compared with the prior-year period.~~

~~Interest expense for~~ the first fiscal quarter of 2015 was $5.8 million compared with $8.6 million for the first fiscal quarter of 2014, reflecting the favorable adjustment of previously recognized interest expense of $2.4 million. As noted above, the adjustment was recognized upon the lapse of a statutory period related to a liability for a non-income tax position of an acquired company.

~~The income tax rate was 24.5% in the first fiscal quarter of 2015 compared with 20.2% in the prior-year period. In the first fiscal quarter~~nine months of 2015, we recognized ~~$0.5~~$0.1 million of discrete tax ~~expense~~benefits principally related to the following items. The first item was approximately ~~$2.0~~$1.5 million of discrete tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. The second item was approximately $1.2 million of tax benefits due to the release of reserves upon the expiration of a statute

of limitations. The third item was approximately $2.6 million of discrete tax expense principally related to reconciling the prior-year’s income tax return to the income tax provision. In the first nine months of fiscal 2014, we recognized approximately $0.9 million of discrete tax benefits principally related to the following items. The first item was approximately $0.7 million of tax benefits due to the release of reserves upon the expiration of a statute of limitations. The second item was a $0.5 million reduction of net deferred income tax liabilities as a result of the enactment of tax laws reducing the U.K. statutory income tax rate. The third item was approximately $0.3 million of discrete tax expense principally related to reconciling the prior year’s income tax return to the income tax provision. The second item was approximately $1.5 million of tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. In the first fiscal quarter of 2014, we recognized $0.5 million of discrete tax benefits principally related to the release of reserves due to the expiration of a statute of limitations. The income tax rate differed from the statutory rate in the first nine months of fiscal ~~quarter of~~ 2015 and 2014, 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.

New orders for the first nine months of fiscal ~~quarter of~~ 2015 were ~~$432.1 million~~$1.6 billion compared with ~~$486.0 million~~$1.5 billion for the same period in 2014. New orders for the first nine months of fiscal 2015 include the acquired backlog of DAT of $204.0 million. Backlog was $1.3 billion at July 31, 2015, $1.3 billion at August 1, 2014, and $1.1 billion at ~~January 30, 2015, at the end of fiscal 2014 and $1.2 billion at January~~October 31, 2014.

Cash and cash equivalents at ~~January 30,~~July 31, 2015, totaled ~~$128.1~~$187.7 million, a decrease of ~~$110.0~~$50.5 million from October 31, 2014. Net working capital ~~increased~~decreased to ~~$824.4~~$743.0 million at ~~January 30,~~July 31, 2015, from $761.4 million at October 31, 2014. Sources and uses of cash flows from operating activities principally consisted of cash received from the sale of products and cash payments for material, labor and operating expenses. Cash flows provided by operating activities were ~~$5.2~~$104.2 million and ~~$49.9~~$134.7 million in the first nine months of fiscal ~~quarter of~~ 2015 and 2014, respectively. The decrease in cash flow from operating activities reflected lower net earnings ~~and~~partially offset by lower cash ~~receipts on collections of accounts receivable~~payments for interest and income taxes compared towith the prior-year period.

Cash flows used by investing activities were ~~$193.2~~$176.8 million and ~~$56.1~~$79.8 million in the first nine months of fiscal ~~quarter of~~ 2015 and 2014, respectively. Cash flows used by investing activities in the first nine months of fiscal ~~quarter of~~ 2015 mainly reflected capital expenditures of ~~$13.1~~$37.8 million and ~~an escrow deposit~~cash paid for acquisitions of ~~$180.1~~$171.1 million, ~~for~~partially offset by proceeds from the ~~acquisition~~sales of ~~the display business of Barco.~~discontinued operations. Cash flows used by investing activities in the first nine months of fiscal ~~quarter of~~ 2014 mainly reflected cash paid for acquisitions of ~~$44.6~~$44.7 million and capital expenditures of ~~$11.5~~$35.0 million.

Cash flows provided by financing activities were ~~$91.5~~$40.1 million in the first nine months of fiscal ~~quarter of~~ 2015 and mainly reflected ~~$180.0~~$335 million in proceeds from our credit facilities, $356.5 million in proceeds from issuance of the 2023 Notes, and ~~$2.6~~$13.5 million from the issuance of common stock under our employee stock plans, partially offset by ~~$90.2~~$259.5 million in shares ~~repurchased.~~repurchased, $402.1 million in debt repayment, and $8.2 million of debt issuance costs. Cash flows ~~provided~~used by financing activities were ~~$38.6~~$22.1 million in the first nine months of fiscal ~~quarter of~~ 2014 and mainly reflected $40.0 million repayment of long-term credit facilities, $34.1 million repayment of long-term debt, partially offset by $25.0 million in proceeds from our credit facilities and ~~$14.7~~$23.2 million from the issuance of common stock under our employee stock plans.

Capital expenditures, consisting of machinery, equipment and computers, are anticipated to be approximately ~~$65~~$50 million during fiscal 2015, compared with $45.7 million expended in fiscal 2014 (excluding acquisitions).

Total debt at ~~January 30,~~July 31, 2015, was ~~$794.7~~$913.8 million and consisted of $250.0 million of 2020 Notes, ~~$159.7~~$362.5 million (€330.0 million) of ~~the U.S. Term Loan, $280.0~~2023 Notes, $200.0 million in borrowings under our secured credit facility, ~~$46.4~~$43.2 million in government refundable advances, ~~$58.4~~$58.0 million under capital lease obligations, and ~~$0.2~~$0.1 million under our various foreign currency debt agreements and other debt agreements.

We believe cash on hand and funds generated from operations and borrowing capacity available under our debt facilities are sufficient to fund operating cash requirements and capital expenditures through the next twelve months.

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, 2014, 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.

There have been no significant changes in our exposure to market risk during the first ~~three~~nine months of fiscal 2015. A discussion of our exposure to market risk is provided in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014.

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 ~~January 30,~~July 31, 2015. Based upon that evaluation, they concluded as of ~~January 30,~~July 31, 2015, 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 ~~January 30,~~July 31, 2015, 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 changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

See Note 9 to the Consolidated Financial Statements included in Part 1, Item 1 of this report for information regarding legal proceedings.

Total Number of

Dollar Value

Shares Purchased

of Shares

as Part of

That May Yet

Total Number

Average

Publicly

Be Purchased

of Shares

Price Paid

Announced Plans

Under the Plans

Period

Repurchased

Per Share

or Programs

or Programs

November 1, 2014 to November 28, 2014

61,208

$
116.34

61,208

$
162,617,349

November 29, 2014 to December 26, 2014

297,088

106.94

297,088

130,846,614

December 27, 2014 to January 30, 2015

491,352

109.36

491,352

77,112,691

Total

849,648

849,648

					Total Number of		Dollar Value
					Shares Purchased		of Shares
					as Part of		That May Yet
	Total Number		Average		Publicly		Be Purchased
	of Shares		Price Paid		Announced Plans		Under the Plans
Period	Repurchased		Per Share		or Programs		or Programs

May 2, 2015 to May 29, 2015		66,136	$	111.01		66,136	$	235,054,745
May 30, 2015 to June 26, 2015		431,431		94.43		431,431		194,313,700
June 27, 2015 to July 31, 2015		902,119		93.22		902,119		110,220,553
Total		1,399,686				1,399,686

On June 19, 2014, our board of directors authorized a ~~new~~ share repurchase program for the repurchase of up to an aggregate of $200 million of the Company’s outstanding common stock. On March 11, 2015, our board of directors authorized an additional $200 million for the repurchase of the Company’s outstanding common stock. All of the repurchases in the table above were made through that program.

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.

Delaware		13-2595091
(State or other Jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

Large accelerated filer	þ	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

In Thousands
As of January 31, 2015

Current assets	$	94,899
Property, plant and equipment		6,211
Intangible assets subject to amortization
Programs (15 year average useful life)		56,513
Programs (3 year average useful life)		677
Trade name (3 year average useful life)		226
Goodwill		48,001
Other assets		3,401
Total assets acquired		209,928

Current liabilities assumed		33,492
Long-term liabilities assumed		5,366
Net assets acquired	$	171,070

In Thousands	Avionics &			Sensors &			Advanced
	Controls			Systems			Materials			Total
Sales:
Nine month period ended August 1, 2014	$	571,366		$	579,131		$	352,613		$	1,503,110
Foreign currency gain (loss)		(1,724	)		(45,350	)		(7,493	)		(54,567	)
Forward contract gain (loss)		(8,684	)		(6,814	)		-			(15,498	)
Acquired DAT business		62,496			-			-			62,496
Sales volume		(28,920	)		(11,356	)		(12,624	)		(52,900	)
Nine month period ended July 31, 2015	$	594,534		$	515,611		$	332,496		$	1,442,641

Gross Margin:
Nine month period ended August 1, 2014		211,935			194,566			120,546			527,047
Foreign currency gain (loss)		6,290			(6,875	)		(2,062	)		(2,647	)
Forward contract gain (loss)		(8,684	)		(6,814	)		-			(15,498	)
Acquired DAT business		24,220			-			-			24,220
Volume/mix		(20,368	)		26			(12,683	)		(33,025	)
DAT inventory fair value adjustment		(5,444	)		-			-			(5,444	)
Inventory reserves and EAC adjustment		(10,167	)		(500	)		-			(10,667	)
Other		(7,011	)		1,438			384			(5,189	)
Nine month period ended July 31, 2015	$	190,771		$	181,841		$	106,185		$	478,797

Exhibit
Number		Exhibit Index

10.1	*	~~Relocation Agreement Between Alain M. Durand and~~Offer Letter from Esterline Technologies Corporation to Roger Ross dated ~~June 19, 2014.~~July 27, 2015. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 13, 2015 [Commission File Number 1-6357].)

10.2	*	Retirement Transition Agreement and Release between Esterline Technologies Corporation and Frank Houston effective August 14, 2015. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 13, 2015 [Commission File Number 1-6357].)

10.3	*	Transition Agreement and Release between Esterline Technologies Corporation and Alain Durand effective August 14, 2015. (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 13, 2015 [Commission File Number 1-6357].)

11		Schedule setting forth computation of basic and diluted earnings per share for the three and nine month periods ended ~~January 30,~~ July 31, 2015, and ~~January 31,~~August 1, 2014.

31.1		Certification of Chief Executive Officer.

31.2		Certification of Chief Financial Officer.

32.1		Certification (of Curtis C. Reusser) 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.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Dated: ~~March 6,~~September 4, 2015	By:	/s/ Robert D. George
		Robert D. George
		Chief Financial Officer, Vice President, and
		Corporate Development
		(Principal Financial Officer)