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 ~~September 3, 2015, 29,545,713~~August 5, 2016, 29,396,333 shares of the issuer’s common stock were outstanding.

	July 31,		October 31,		July 1,		October 2,
	2015		2014		2016		2015
	(Unaudited)				(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	187,682	$	238,144	$	237,845	$	191,355
Accounts receivable, net of allowances of $10,397 and $10,023		373,699		379,889
Cash in escrow						1,125		-
Accounts receivable, net of allowances of $8,608 and $10,050						393,632		380,748
Inventories
Raw materials and purchased parts		174,346		165,839		180,957		169,153
Work in progress		191,519		178,354		176,316		181,187
Finished goods		103,835		89,402		109,702		96,428
		469,700		433,595		466,975		446,768

Income tax refundable		17,515		5,266		4,957		12,575
Deferred income tax benefits		36,945		48,679		-		41,082
Prepaid expenses		21,407		20,336		20,611		23,008
Other current assets		17,196		2,149		5,370		5,427
Current assets of businesses held for sale		14,398		41,446		18,034		27,851
Total Current Assets		1,138,542		1,169,504		1,148,549		1,128,814

Property, Plant and Equipment		723,746		721,460		778,044		729,317
Accumulated depreciation		417,355		402,118		451,269		419,918
		306,391		319,342		326,775		309,399

Other Non-Current Assets
Goodwill		1,040,443		1,071,786		1,027,873		1,041,991
Intangibles, net		459,968		471,377		405,531		452,040
Debt issuance costs, net of accumulated amortization of $2,789 and $5,743		11,035		4,295
Deferred income tax benefits		75,612		71,307		69,259		28,979
Other assets		22,103		14,179		15,395		14,348
Non-current assets of businesses held for sale		31,558		71,677		10,735		24,917
Total Assets	$	3,085,652	$	3,193,467	$	3,004,117	$	3,000,488

	July 31,			October 31,			July 1,			October 2,
	2015			2014			2016			2015
	(Unaudited)						(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	111,415		$	115,284		$	128,635		$	117,976
Accrued liabilities		267,386			262,536			246,967			259,734
Current maturities of long-term debt		1,014			12,774			16,340			13,376
Deferred income tax liabilities		2,993			1,773
Federal and foreign income taxes		3,853			1,571			6,322			2,404
Current liabilities of businesses held for sale		8,885			14,191			12,283			17,106
Total Current Liabilities		395,546			408,129			410,547			410,596

Long-Term Liabilities
Credit facilities		200,000			100,000			170,000			160,000
Long-term debt, net of current maturities		712,809			509,720			688,753			701,457
Deferred income tax liabilities		133,499			149,165			57,690			73,849
Pension and post-retirement obligations		56,758			62,693			73,653			75,019
Other liabilities		30,512			46,884			24,868			29,367
Non-current liabilities of businesses held for sale		1,859			18,876			1,222			2,409

Shareholders' Equity
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
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued 32,532,260 and 32,378,185 shares								6,506			6,476
Additional paid-in capital		679,647			655,723			700,124			682,479
Treasury stock at cost, repurchased 2,831,350 and 269,228 shares		(289,780	)		(30,262	)
Treasury stock at cost, repurchased 3,135,927 and 2,831,350 shares								(308,514	)		(289,780	)
Retained earnings		1,444,134			1,387,508			1,496,533			1,447,120
Accumulated other comprehensive loss		(295,835	)		(131,577	)		(328,101	)		(308,828	)
Total Esterline Shareholders' Equity		1,544,639			1,887,817			1,566,548			1,537,467
Noncontrolling interests		10,030			10,183			10,836			10,324
Total Shareholders' Equity		1,554,669			1,898,000			1,577,384			1,547,791
Total Liabilities and Shareholders' Equity	$	3,085,652		$	3,193,467		$	3,004,117		$	3,000,488

For the Three and Nine Month Periods Ended July ~~31,~~1, 2016 and June 26, 2015 ~~and August 1, 2014~~

															Three Months Ended						Nine Months Ended
		Three Months Ended						Nine Months Ended							July 1,			June 26,			July 1,			June 26,
		July 31,			August 1,			July 31,			August 1,				2016			2015			2016			2015
		2015			2014			2015			2014							(Recast)						(Recast)

Net Sales		$	496,217		$	506,309		$	1,442,641		$	1,503,110			$	517,092		$	484,723		$	1,448,879		$	1,457,544
Cost of Sales			326,421			329,222			963,844			976,063				343,508			319,433			981,403			963,996
			169,796			177,087			478,797			527,047				173,584			165,290			467,476			493,548
Expenses
Selling, general & administrative			91,968			88,884			286,366			270,051				96,769			92,028			293,283			289,549
Research, development and engineering			29,245			24,259			78,700			75,441				22,211			26,401			72,760			75,075
Restructuring charges			1,403			3,405			5,375			10,279				559			1,135			2,430			6,062
Other (income) expense			-			-			(12,744	)		-				-			-			-			(12,744	)
Total Expenses			122,616			116,548			357,697			355,771				119,539			119,564			368,473			357,942

Operating Earnings from Continuing Operations			47,180			60,539			121,100			171,276				54,045			45,726			99,003			135,606
Interest Income			(144	)		(145	)		(447	)		(400	)			(30	)		(87	)		(211	)		(406	)
Interest Expense			10,618			7,865			25,023			24,924				7,659			10,393			22,169			24,409
Loss on Extinguishment of Debt			-			533			329			533				-			329			-			329

Earnings from Continuing Operations Before Income Taxes			36,706			52,286			96,195			146,219				46,416			35,091			77,045			111,274
Income Tax Expense			6,405			12,403			19,097			31,415
Income Tax Expense (Benefit)																7,975			6,744			11,358			23,430
Earnings from Continuing Operations Including Noncontrolling Interests			30,301			39,883			77,098			114,804				38,441			28,347			65,687			87,844

Earnings Attributable to Noncontrolling Interests			(111	)		(46	)		(218	)		(429	)
Loss (Earnings) Attributable to Noncontrolling Interests																(395	)		(125	)		(781	)		(216	)
Earnings from Continuing Operations Attributable to Esterline, Net of Tax			30,190			39,837			76,880			114,375				38,046			28,222			64,906			87,628

Loss from Discontinued Operations Attributable to Esterline, Net of Tax			(1,693	)		(929	)		(20,254	)		(8,485	)			(8,690	)		(558	)		(15,493	)		(21,034	)

Net Earnings Attributable to Esterline		$	28,497		$	38,908		$	56,626		$	105,890			$	29,356		$	27,664		$	49,413		$	66,594

Earnings (Loss) Per Share Attributable to Esterline - Basic:	Earnings (Loss) Per Share Attributable to Esterline - Basic:													Earnings (Loss) Per Share Attributable to Esterline - Basic:
Continuing operations		$	1.00		$	1.25		$	2.48		$	3.60			$	1.30		$	0.92		$	2.19		$	2.81
Discontinued operations			(0.06	)		(0.03	)		(0.65	)		(0.27	)			(0.30	)		(0.02	)		(0.52	)		(0.67	)
Earnings (Loss) Per Share Attributable to Esterline - Basic		$	0.94		$	1.22		$	1.83		$	3.33
Earnings (Loss) Per Share - Basic															$	1.00		$	0.90		$	1.67		$	2.14

Earnings (Loss) Per Share Attributable to Esterline - Diluted:	Earnings (Loss) Per Share Attributable to Esterline - Diluted:													Earnings (Loss) Per Share Attributable to Esterline - Diluted:
Continuing operations		$	0.97		$	1.22		$	2.44		$	3.53			$	1.28		$	0.90		$	2.18		$	2.76
Discontinued operations			(0.05	)		(0.03	)		(0.64	)		(0.26	)			(0.29	)		(0.02	)		(0.52	)		(0.66	)
Earnings (Loss) Per Share Attributable to Esterline - Diluted		$	0.92		$	1.19		$	1.80		$	3.27
Earnings (Loss) Per Share - Diluted															$	0.99		$	0.88		$	1.66		$	2.10

Net Earnings															$	29,356		$	27,664		$	49,413		$	66,594

Change in Fair Value of Derivative Financial Instruments																888			13,408			16,989			(5,339	)
Income Tax Expense (Benefit)																68			3,234			4,562			(2,448	)
																820			10,174			12,427			(2,891	)

Change in Pension and Post-Retirement Obligations																1,163			19			3,351			(607	)
Income Tax Expense (Benefit)																(47	)		137			793			(175	)
																1,210			(118	)		2,558			(432	)

Currency Translation Adjustment																(26,044	)		31,598			(34,259	)		(140,998	)
Comprehensive Income (Loss)		$	(990	)	$	16,479		$	(107,632	)	$	86,162			$	5,342		$	69,318		$	30,139		$	(77,727	)

For the Nine Month Periods Ended July ~~31,~~1, 2016 and June 26, 2015 ~~and August 1, 2014~~

							July 1,			June 26,
	July 31,			August 1,			2016			2015
	2015			2014						(Recast)

Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$	56,844		$	106,319		$	50,194		$	66,810
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization		77,310			87,443			73,272			76,118
Deferred income taxes		(9,333	)		(13,104	)		(17,545	)		(15,701	)
Share-based compensation		8,618			9,833			12,501			8,744
Gain on release of non-income tax liability		(15,656	)		-			-			(15,656	)
Loss on assets held for sale		16,963			-			7,895			15,763
Working capital changes, net of effect of acquisitions:
Accounts receivable		17,943			23,480			(14,435	)		(731	)
Inventories		(18,313	)		(42,411	)		(18,249	)		(14,781	)
Prepaid expenses		(2,588	)		(6,202	)		1,886			(1,055	)
Other current assets		142			(99	)		8			(587	)
Accounts payable		(16,809	)		(4,508	)		9,554			(3,566	)
Accrued liabilities		(7,189	)		(16,458	)		(11,296	)		14,128
Federal and foreign income taxes		(8,501	)		(7,983	)		11,264			2,370
Other liabilities		3,243			(1,440	)		737			1,971
Other, net		1,526			(155	)		12,826			(16,601	)
		104,200			134,715			118,612			117,226

Cash Flows Provided (Used) by Investing Activities
Purchase of capital assets		(37,777	)		(35,009	)		(58,547	)		(36,355	)
Escrow deposit								(1,125	)		-
Proceeds from sale of discontinued operations		32,053			-			3,654			9,791
Acquisition of businesses, net of cash acquired		(171,070	)		(44,745	)		-			(171,070	)
		(176,794	)		(79,754	)		(56,018	)		(197,634	)

Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		13,477			23,173			4,679			15,114
Excess tax benefits from stock option exercises		1,877			6,392			496			2,459
Shares repurchased		(259,518	)		(5,176	)		(18,735	)		(185,164	)
Repayment of long-term credit facilities		(235,000	)		(40,000	)		(20,000	)		(330,000	)
Repayment of long-term debt		(167,065	)		(34,076	)		(9,331	)		(169,284	)
Proceeds from issuance of long-term credit facilities		335,000			25,000			30,000			365,000
Proceeds from issuance of long-term debt		356,532			-			-			356,532
Proceeds from government assistance		3,054			3,362			-			3,239
Dividends paid to noncontrolling interests		-			(780	)
Debt and other issuance costs		(8,213	)		-
		40,144			(22,105	)		(12,891	)		57,896

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		(18,012	)		(1,578	)		(3,213	)		(14,228	)
Net Increase (Decrease) in Cash and Cash Equivalents		(50,462	)		31,278			46,490			(36,740	)

Cash and Cash Equivalents - Beginning of Year		238,144			179,178			191,355			213,251
Cash and Cash Equivalents - End of Period	$	187,682		$	210,456		$	237,845		$	176,511

Supplemental Cash Flow Information:
Cash paid for interest	$	15,939		$	26,066		$	23,684		$	13,815
Cash paid for taxes		29,790			49,036			13,521			27,054

For the Three and Nine Month Periods Ended July ~~31,~~1, 2016 and June 26, 2015 ~~and August 1, 2014~~

The consolidated balance sheet as of July ~~31, 2015,~~1, 2016, the consolidated statement of operations and comprehensive income (loss) for the three and nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, ~~and August 1, 2014,~~ and the consolidated statement of cash flows for the nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, ~~and 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~~Transition Report on Form 10-K for the ~~fiscal year~~eleven months ended October ~~31, 2014,~~2, 2015, 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~~October through ~~January,~~December, includes significant holiday periods in both Europe and North America. ~~The first nine months of fiscal 2015 was 39 weeks, while the first nine months of fiscal 2014 was 40 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. The Company ~~plans to report~~reported its financial results for the 11-month transition period of November 1, 2014, through October 2, 2015, on ~~an Annual~~the Transition Report on Form 10-K and to thereafter will 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. Refer to the Transition Report on Form 10-K for the eleven months ended October 2, 2015, for additional information regarding the Company’s fiscal year change.

The prior year Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and nine month period ended June 26, 2015, and the Consolidated Statement of Cash Flows for the nine month period ended June 26, 2015, have been recast to align to the Company’s new quarter end.

In ~~April 2014,~~March 2016, the Financial Accounting Standards Board (FASB) issued new guidance simplifying certain aspects of accounting for share-based payments. The key provision of the new standard requires that ~~modifies~~excess tax benefits and shortfalls be recorded as income tax benefit or expense in the ~~criteria used to qualify divestitures for classification as discontinued operations~~income statement, rather than in equity. The Company is evaluating the effect the updated standard will have on the Company’s consolidated financial statements and ~~expands disclosure~~ related ~~to disposals of significant components.~~disclosures. The ~~amendment will become~~new guidance is effective for the Company in fiscal ~~2016,~~year 2018, with early adoption ~~permitted; however,~~permitted.

In February 2016, the FASB issued a new lease accounting standard, which provides revised guidance on accounting for lease arrangements by both lessors and lessees. The central requirement of the new standard is that lessees must recognize lease related assets and liabilities for all leases with a term longer than 12 months. The Company is evaluating the effect the standard will have on the Company’s consolidated financial statements and related disclosures. The new standard is effective for the Company ~~does not expect~~in fiscal year 2020, with early adoption permitted.

In November 2015, the FASB issued new guidance requiring all deferred tax assets and liabilities to ~~early adopt~~be classified as noncurrent on the ~~amended guidance.~~balance sheet instead of separating those balances into current and noncurrent amounts. The ~~amended~~new guidance is ~~expected~~effective for the Company in fiscal year 2018, with early adoption permitted. The Company adopted this guidance prospectively on April 1, 2016, and reclassified the current portion of net deferred tax assets and liabilities 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.net noncurrent deferred tax assets and liabilities. No prior periods were retrospectively adjusted.

In May 2014, the 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 permitted. The updated standard becomes effective for the Company in the first fiscal quarter of 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.~~units and share units related to the Company’s performance share plan to the extent that performance share plan objectives are met. Common shares issuable from stock options excluded from the calculation of diluted earnings per share because they were anti-dilutive were ~~370,050~~858,000 and ~~170,300~~745,067 in the ~~third fiscal quarter~~three and nine month periods ending July 1, 2016, respectively. Common shares issuable from stock options excluded from the calculation of ~~2015~~diluted earnings per share because they were anti-dilutive were 261,150 and ~~2014,~~218,633 in the three and nine month periods ending June 26, 2015, respectively. Shares used for calculating earnings per share are disclosed in the following table:

In Thousands	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
									July 1,		June 26,		July 1,		June 26,
	July 31,		August 1,		July 31,		August 1,		2016		2015		2016		2015
	2015		2014		2015		2014				(Recast)				(Recast)

Shares used for basic earnings per share		30,397		31,995		31,003		31,818		29,381		30,831		29,517		31,183
Shares used for diluted earnings per share		30,914		32,591		31,531		32,427		29,601		31,322		29,788		31,702

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). As of July ~~31, 2015,~~1, 2016, and October ~~31, 2014,~~2, 2015, 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 $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 months ended July 1, 2016, the Company repurchased 102,267 shares under this program at an average price per share of $65.10, for an aggregate purchase price of $6.7 million. During the three months ended June 26, 2015, the Company repurchased 581,977 shares under this program at an average price per share of $99.22, for an aggregate purchase price of $57.7 million. During the nine months ended July ~~31, 2015,~~1, 2016, the Company repurchased ~~2,562,122~~304,577 shares under this program at an average price paid per share of ~~$101.29,~~$61.51, for an aggregate purchase price of ~~$259.5~~$18.7 million. During the nine months ended June 26, 2015, the Company repurchased 1,749,709 shares under this program at an average price paid per share of $105.83, for an aggregate purchase price of $185.2 million. Since the program began, the Company has repurchased 3,135,927 shares for an aggregate purchase price of $308.5 million, leaving $91.5 million for shares to be repurchased in the future.

					Nine Months Ended			Year Ended
	July 31,		October 31,		July 1,			October 2,
	2015		2014		2016			2015
Shares Issued:
Balance, beginning of year		32,123,717		31,441,949		32,378,185			32,123,717
Shares issued under share-based compensation plans		241,632		681,768		154,075			254,468
Balance, end of current period		32,365,349		32,123,717		32,532,260			32,378,185

Treasury Stock:
Balance, beginning of year		269,228		-		(2,831,350	)		(269,228	)
Shares purchased		2,562,122		269,228		(304,577	)		(2,562,122	)
Balance, end of current period		2,831,350		269,228		(3,135,927	)		(2,831,350	)

Shares outstanding, end of period		29,533,999		31,854,489		29,396,333			29,546,835

In Thousands	July 31,			October 31,			July 1,			October 2,
	2015			2014			2016			2015

Unrealized gain (loss) on derivative contracts	$	(27,050	)	$	(14,179	)	$	(5,952	)	$	(22,941	)
Tax effect		7,317			3,890			1,474			6,036
		(19,733	)		(10,289	)		(4,478	)		(16,905	)

Pension and post-retirement obligations		(77,644	)		(90,225	)		(96,373	)		(99,724	)
Tax effect		25,941			30,072			32,982			33,775
		(51,703	)		(60,153	)		(63,391	)		(65,949	)

Currency translation adjustment		(224,399	)		(61,135	)		(260,232	)		(225,974	)
Accumulated other comprehensive gain (loss)	$	(295,835	)	$	(131,577	)	$	(328,101	)	$	(308,828	)

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 ~~$3.2~~$3.0 million. The charge was recorded in selling, general and administrative expenses. Components of periodic pension cost consisted of the following:

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						Nine Months Ended							Three Months Ended						Nine Months Ended
															July 1,			June 26,			July 1,			June 26,
		July 31,			August 1,			July 31,			August 1,				2016			2015			2016			2015
		2015			2014			2015			2014							(Recast)						(Recast)
Components of Net Periodic Cost	Components of Net Periodic Cost													Components of Net Periodic Cost
Service cost		$	206		$	233		$	631		$	696			$	2,871		$	2,841		$	8,773		$	8,286
Interest cost			134			187			411			560				4,412			4,192			13,052			12,643
Expected return on plan assets																(6,060	)		(6,407	)		(17,964	)		(19,123	)
Settlement																-			-			-			2,991
Amortization of prior service cost			(18	)		(17	)		(52	)		(51	)			119			17			345			51
Amortization of actuarial (gain) loss			(23	)		(67	)		(72	)		(201	)			1,580			1,135			4,639			3,451
Net periodic cost (benefit)		$	299		$	336		$	918		$	1,004			$	2,922		$	1,778		$	8,845		$	8,299

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 July ~~31, 2015,~~1, 2016, and October ~~31, 2014.~~2, 2015.

In Thousands	Level 2				Level 2
	July 31,		October 31,		July 1,		October 2,
	2015		2014		2016		2015
Assets:
Derivative contracts designated as hedging instruments	$	892	$	24	$	3,882	$	1,386
Derivative contracts not designated as hedging instruments		1,213		1,081		67		189
Embedded derivatives		4,454		2,351		2,035		3,992

Liabilities:
Derivative contracts designated as hedging instruments	$	28,277	$	14,592	$	10,173	$	24,660
Derivative contracts not designated as hedging instruments		1,837		4,188		7,699		2,324
Embedded derivatives		132		15		2,116		380

In Thousands	Level 3				Level 3
	July 31,		October 31,		July 1,		October 2,
	2015		2014		2016		2015
Liabilities:
Contingent purchase obligation	$	3,750	$	5,000	$	-	$	3,750

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.

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 obligation ~~consists~~consisted 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~~$3.75 million as of October ~~31, 2014. The Company~~2, 2015, which was paid ~~the first installment of $1.3 million~~ in the ~~third~~second fiscal quarter of ~~2015. The contingent consideration will be payable to the sellers if certain performance objectives are met following the acquisition in accordance with the terms~~2016 upon achievement of the ~~purchase agreement.~~performance objectives. The ~~values~~value recorded on the balance sheet ~~were~~at October 2, 2015, was derived from the estimated probability that the performance objectives will be met. The contingent purchase obligation iswas 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~~is presented on a gross basis, as the Company does not have any derivative contracts which are subject to master netting arrangements. At July ~~31, 2015,~~1, 2016, and October ~~31, 2014,~~2, 2015, 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 July ~~31, 2015,~~1, 2016, and October ~~31, 2014,~~2, 2015, the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of ~~$380.3~~$449.9 million and ~~$396.2~~$402.9 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 and accrued interest as 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.~~hedge since inception.

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 in the third fiscal quarter of 2014.

Fair value of derivative instruments in the Consolidated Balance Sheet at July ~~31, 2015,~~1, 2016, and October ~~31, 2014,~~2, 2015, consisted of:

In Thousands		Fair Value					Fair Value
		July 31,		October 31,			July 1,		October 2,
	Classification	2015		2014		Classification	2016		2015
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	1,739	$	1,052	Other current assets	$	1,586	$	1,527
	Other assets		366		53	Other assets		2,363		48
	Accrued liabilities		22,683		15,490	Accrued liabilities		13,968		20,688
	Other liabilities		7,431		3,290	Other liabilities		3,904		6,296

Embedded Derivative Instruments:
	Other current assets	$	497	$	296	Other current assets	$	1,589	$	2,913
	Other assets		3,957		2,055	Other assets		446		1,079
	Accrued liabilities		132		15	Accrued liabilities		1,694		351
	Other liabilities		-		-	Other liabilities		422		29

The effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, ~~and August 1, 2014,~~ consisted of:

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

In Thousands	Three Months Ended					Nine Months Ended				Three Months Ended					Nine Months Ended
Gain (Loss)	July 31,		August 1,			July 31,		August 1,		July 1,		June 26,			July 1,			June 26,
	2015		2014			2015		2014		2016		2015			2016			2015
												(Recast)						(Recast)
Embedded derivatives:
Recognized in sales	$	491	$	(651	)	$	2,070	$	215	$	818	$	(3,928	)	$	(2,858	)	$	1,715

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

In Thousands	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
Gain (Loss)	July 31,			August 1,			July 31,			August 1,			July 1,			June 26,			July 1,			June 26,
	2015			2014			2015			2014			2016			2015			2016			2015
																(Recast)						(Recast)
Foreign currency forward exchange contracts:
Recognized in AOCI (effective portion)	$	(1,468	)	$	1,873		$	6,305		$	(858	)	$	3,528		$	19,238		$	32,212		$	11,835
Reclassified from AOCI into sales		(5,775	)		(893	)		(19,176	)		(3,638	)		(2,640	)		(5,830	)		(15,223	)		(17,174	)

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

In Thousands	Three Months Ended				Nine Months Ended					Three Months Ended					Nine Months Ended
Gain (Loss)	July 31,		August 1,		July 31,			August 1,		July 1,		June 26,			July 1,		June 26,
	2015		2014		2015			2014		2016		2015			2016		2015
												(Recast)					(Recast)
Euro Term Loan:
2023 Notes and Accrued Interest:
Recognized in AOCI	$	-	$	162	$	-		$	134	$	8,336	$	(11,991	)	$	2,084	$	(11,991	)

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

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

During the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, the Company recorded a ~~gain~~loss of ~~$1.0~~$7.6 million and a ~~loss~~gain of ~~$0.8~~$0.1 million, respectively, on foreign currency forward exchange contracts that have not been designated as accounting hedges. These foreign currency exchange gains ~~(losses)~~and 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 nine months of fiscal ~~2015~~2016 and ~~2014.~~2015. 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 nine months of fiscal ~~2015~~2016 and ~~2014.~~2015.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately ~~$20.8~~$8.0 million of net loss into earnings over the next 12 months. ~~The $20.8 million loss will reduce the Company’s 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 July ~~31, 2015,~~1, 2016, is 24 months.

The effective tax rates for the three and nine months ended July 1, 2016, were 17.2% and 14.7%, respectively. The effective tax rates for the three and nine months ended June 26, 2015, were 19.2% and 21.1%, respectively. The effective tax rates were lower than the U.S. federal statutory rate due to various tax credits, certain foreign interest expense deductions and lower income tax ~~rate was 17.4%~~rates on permanently invested foreign sourced income.

The decrease in the ~~third fiscal quarter~~three and nine months ended July 1, 2016, effective tax rate compared to prior year periods was primarily due to an adjustment for non-deductible expense from the Consent Agreement with DDTC. As noted in Note 10 – Commitments and Contingencies, the Consent Agreement required a payment of ~~2015 compared with 23.7% in the prior-year period.~~$20 million, $10 million of which was suspended and eligible for offset credit based on verified expenditures for past and future remedial compliance measures. The $10 million penalty and qualifying expenditures up to $10 million were non-deductible for income tax purposes. In the ~~third fiscal quarter of~~three months ended June 26, 2015, the Company recognized ~~$0.9~~a $0.7 million ~~of discrete~~ tax ~~benefits principally~~expense 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.non-deductible compliance expense. 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~~ended June 26, 2015, the Company recognized ~~$0.1~~a $2.0 million ~~of discrete~~ tax ~~benefits principally~~expense 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~~non-deductible compliance expense 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~~provision adjustment of ~~fiscal 2014, the Company recognized approximately $0.9~~$1.6 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 income tax rate differed from the statutory rate in the first nine months of fiscal 2015 and 2014, as both years benefited from various tax credits and certain foreign interest expense deductions.expense.

It is reasonably possible that within the next twelve months approximately ~~$0.9~~$2.7 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. The release is not expected to have a material impact on the statement of financial position or operations.

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. U.S. Credit Facility

On April 9, 2015, the Company amended ~~the~~its secured credit facility to extend the ~~expiration~~maturity to April 9, 2020, increase the amount available for borrowing under the secured revolving credit facility to $500 million, and provide for a delayed-draw term loan facility of $250 ~~million. Borrowing under~~million (U.S. Term Loan, due 2020). The Company recorded $2.3 million in debt issuance costs. The credit facility is secured by substantially all the ~~delayed-draw term loan facility, if utilized, may be used only for working capital~~Company’s assets, and ~~repayment or refinancing of our existing indebtedness and to pay the fees and expenses in connection therewith.~~interest is based on standard inter-bank offering rates. The interest rate ~~on the credit facility~~ ranges

from LIBOR plus 1.25% to LIBOR plus 2.00% ~~depending on the leverage ratios at the time the funds are drawn.~~. At July ~~31, 2015,~~1, 2016, the Company had ~~$200.0~~$165.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus ~~1.50%~~1.75%, which was ~~1.69%~~2.2%. Additionally, the Company had $5.0 million outstanding under the secured credit facility at an initial interest rate of prime plus 0.75%, which was 4.25%. Subsequent to July ~~31, 2015.~~1, 2016, the interest rate on the $5.0 million borrowing was reduced to LIBOR plus 1.75%.

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.~~due 2016). On April 8, 2015, the Company paid off the ~~$175 million~~ U.S. Term ~~Loan.~~Loan, due 2016. In connection with the ~~redemption,~~repayment, the Company wrote off $0.3 million in unamortized debt issuance costs as a loss on extinguishment of debt in the ~~second~~third fiscal quarter of 2015.

On August 3, 2015, the Company borrowed $250 million under the U.S. Term Loan, due 2020, provided for under the amended secured credit facility. The interest rate on the U.S. Term Loan, due 2020, ranges from LIBOR plus 1.25% to LIBOR plus 2.00%. At July 1, 2016, the interest rate was LIBOR plus 1.75%, which equaled 2.2%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2020, with the remaining balance due in April 2020.

In August 2010, the Company issued $250.0 million in 7% Senior Notes, due August 1, 2020 (2020 Notes), and ~~requiring~~which require semi-annual interest payments in ~~February~~March and ~~August~~September of each year until maturity. The net proceeds from the sale of the notes, after deducting $4.4 million of debt issuance 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~~U.S. Term Loan, due August 2020, were used to redeem all of the 7% ~~Senior Notes due 2020.~~2020 Notes. 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~~as a loss on extinguishment of debt in the fourth fiscal quarter of 2015.

In April 2015, the Company issued €330.0 million in 3.625% Notes, due 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~~$5.9 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 2020 Notes was approximately $255.3 million and $266.9 million as of 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~~$346.5 million as of July ~~31,~~1, 2016, and $347.7 million as of October 2, 2015. The carrying amount of the secured credit facility ~~approximates~~and the U.S. Term Loan, due 2020, approximate fair value. ~~Estimates~~The estimate of fair value for the ~~2020 Notes and~~ 2023 Notes ~~are~~is based on ~~quoted market prices, and are considered~~ Level 2 inputs as defined in the fair value hierarchy ~~described in Note 5.~~described.

Government refundable advances consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The ~~repayment of~~requirement to repay this advance is solely based on year-over-year commercial aviation revenue growth at CMC beginning in 2014. Imputed interest on the advance was ~~4.29%~~3.7% at July ~~31, 2015.~~1, 2016. The debt recognized was ~~$43.2~~$45.3 million and ~~$51.9~~$43.3 million as of July ~~31, 2015,~~1, 2016, and October ~~31, 2014,~~2, 2015, respectively.

In April 2015, FASB amended requirements related to the presentation of debt issuance costs. The updated standard requires debt issuance costs related to a 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 Company adopted this updated standard during the first fiscal quarter of 2016. The Company reclassified $6.5 million of debt issuance costs from other non-current assets to a reduction of the Company’s current maturities of long-term debt of $0.2 million and a reduction of the Company’s long-term debt of $6.3 million as of October 2, 2015.

The Company is party to various lawsuits and claims, both as a plaintiff and defendant, and has contingent liabilities arising from the conduct of business, none of which, in the opinion of management, is expected to have a material effect on the Company’s financial position or results of operations. The Company believes that it has made appropriate and adequate provisions for contingent liabilities.

As of July ~~31, 2015,~~1, 2016, and October ~~31, 2014,~~2, 2015, the Company had a liability of ~~$1.5~~$0.7 million ~~in both periods,~~and $1.6 million, respectively, related to environmental remediation at a previously sold business for which the Company provided indemnification.

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.12

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~~provided 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~~is to be paid in installments, with $4$8 million already paid ~~in March~~over fiscal years 2014, ~~$2 million paid in February~~ 2015 and 2016, and the remaining $2 million to be paid in ~~each of~~ March ~~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~~As 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~~quarter ended July 1, 2016, the DTCC approved costs incurred by the Company ~~expects recent and future investments in~~for the remedial compliance measures ~~will be sufficient~~ to ~~cover~~fully offset the $10 million suspended payment.

As of July ~~31, 2015,~~1, 2016, 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 ~~$8.6~~$12.5 million and ~~$9.8~~$8.7 million for the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively. During the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, the Company issued ~~241,632~~154,075 and ~~600,540~~300,235 shares, respectively, under its share-based compensation plans. During the third fiscal quarter of 2016 and 2015, the Company issued 50,446 and 69,235 shares, respectively.

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. The Company granted ~~25,984~~70,673 and ~~29,242~~25,984 options in the nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, ~~and August 1, 2014,~~ respectively. The weighted-average grant date fair value of options granted during the nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, was $16.65 and ~~August 1, 2014, was~~ $24.31 ~~and $27.03~~ per share, respectively.

The fair value of the awards under the employee share-save scheme was estimated using a Black-Scholes pricing model which uses the assumptions noted in the following table. The risk-free rate for the contractual life of the options is based on the U.S. Treasury zero coupon issues in effect at the time of grant.

	Nine Months Ended						Nine Months Ended
	July 31,			August 1,			July 1,			June 26,
	2015			2014			2016			2015

Volatility		25.80	%		33.69	%		33.21	%		25.80	%
Risk-free interest rate		0.93	%		0.73	%		1.19	%		0.93	%
Expected life (years)	3			3			3			3
Dividends	0			0			0			0

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 ~~192,700~~221,200 and ~~193,200~~192,700 options to purchase shares in the nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, ~~and August 1, 2014,~~ respectively. The weighted-average grant date fair value of options granted during the nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, was $35.69 and ~~August 1, 2014, was~~ $48.48 ~~and $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.

	Nine Months Ended		Nine Months Ended
	July 31,	August 1,	July 1,	June 26,
	2015	2014	2016	2015

Volatility	40.73 - 41.89%	41.87 - 43.17%	33.06 - 40.52%	40.73 - 41.89%
Risk-free interest rate	1.43 - 2.00%	1.73 - 2.99%	1.61 - 2.24%	1.43 - 2.00%
Expected life (years)	5 - 9	5 - 9	5 - 9	5 - 9
Dividends	0	0	0	0

The Company granted ~~22,000~~36,000 and ~~77,575~~22,000 restricted stock units in the nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, ~~and August 1, 2014,~~ respectively. The weighted-average grant date fair value of restricted stock units granted during the nine month periods ended July ~~31,~~1, 2016, and June 26, 2015, was $85.33 and ~~August 1, 2014, was~~ $112.53 ~~and $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.

The Company granted 56,200 and 34,000 performance share plan shares in the nine month periods ended July 1, 2016, and June 26, 2015, respectively. The total shares granted in each period equaled the number of shares participants would receive if the Company achieves target performance over the relevant period and is therefore at risk if the Company does not achieve the target level of the performance. The grant date fair value of performance share plan shares granted during the nine month periods ended July 1, 2016, and June 26, 2015, was $79.31 and $117.53, respectively. The fair value of each performance share plan share 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 training display (DAT) business of Belgium-based Barco N.V. (Barco) for €150 million, or approximately $171 million, in 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.~~million. 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~~were recognized as selling, general and administrative ~~expense.~~expense in fiscal 2015. The Company financed the acquisition primarily using international cash reserves, with the balance funded by borrowings under its existing credit facility. The ~~display~~DAT business develops and manufactures visualization solutions for a variety of demanding defense and commercial aerospace ~~applications. The display business~~applications and 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~~$7.0 million, which ~~will be~~was recognized as cost of goods sold over 13eight 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~~$46.6 million. ~~The~~A substantial portion of the amount allocated to goodwill is not deductible for income tax purposes.

~~On December 20, 2013,~~To take advantage of synergies across the Company, ~~acquired Sunbank for $51.7 million. The purchase price included $5 million in additional contingent consideration based upon achievement~~DAT will be further integrated with existing businesses. As a result of ~~certain sales levels over a two-year period, of which~~these integration activities, the Company ~~paid the first installment~~incurred $2.8 million and $10.5 million of ~~$1.3 million~~integration expenses 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~~three and ~~flexible conduit systems. Sunbank is included in the Sensors & Systems segment.~~

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 third fiscal quarter of 2016, restructuring expense totaled $1.5 million. In the first nine months of fiscal ~~2015,~~2016, restructuring expense totaled ~~$10.1~~$4.9 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	$	3,512	$	651	$	588	$	4,751	$	2,258	$	27	$	150	$	2,435
Restructuring charges		3,980		-		1,395		5,375		2,011		-		419		2,430
Total	$	7,492	$	651	$	1,983	$	10,126	$	4,269	$	27	$	569	$	4,865

In the recast third fiscal quarter of 2015, restructuring expense totaled $2.5 million. In the recast first nine months of fiscal ~~2014,~~2015, restructuring expense totaled ~~$14.3~~$11.7 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	$	4,029	$	9	$	-	$	4,038	$	4,359	$	791	$	529	$	5,679
Restructuring charges		2,866		2,542		4,871		10,279		4,255		43		1,764		6,062
Total	$	6,895	$	2,551	$	4,871	$	14,317	$	8,614	$	834	$	2,293	$	11,741

The Company has recorded an accrued liability of ~~$4.2~~$5.8 million and ~~$5.9~~$5.2 million for these activities as of July ~~31, 2015,~~1, 2016, and October ~~31, 2014,~~2, 2015, respectively.

~~On September 3, 2014,~~The Company’s board of directors previously approved the ~~Company 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; a small distribution business and a small ~~distribution~~manufacturing 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. 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~~sold Eclipse for ~~approximately $10 million. The Company~~$7.9 million and retained ownership of the land, building and building improvements, which are ~~being~~ held for sale. OnIn addition, on July 20, 2015, the Company ~~completed~~sold PA&E for $23.4 million. Under the terms of the stock purchase agreements for the sale of Eclipse and PA&E, the Company agreed to indemnify the buyer for certain breaches of the Company’s representations and warranties and certain other items for up to $2.8 million and $3.9 million, respectively. An escrow account in the amount of $1.1 million was established at closing of the sale of PA&E ~~for approximately $22 million. The selling~~to partially cover the Company’s indemnification obligations. A claim against the escrow amount, if paid, would result in a corresponding decrease in the purchase price for ~~both businesses is subject to customary working capital adjustments.~~the sale of PA&E.

During the third fiscal quarter of 2016 and 2015, the Company incurred a loss of ~~$1.7~~$8.7 million and $0.6 million, respectively, on discontinued operations. ~~During~~Included in the ~~first nine months~~loss of $8.7 million for the third fiscal ~~2015, the Company incurred~~quarter of 2016 is a ~~loss on discontinued operations of $20.3 million, including a $16.4 million loss on assets held for sale. For the first nine months of fiscal 2015, a $11.9 million~~ loss on assets held for sale at Avionics & Controls and Advanced Materials of $2.4 million and $1.9 million, respectively. The loss at Avionics & Controls was principally due ~~the~~to a reduction of ~~Eclipse’s~~estimated selling price. The loss at Advanced Materials was principally due to the effect of changes in foreign currency exchange rates on the estimated sale price and Wallop’s assets held for sale. Principal assumptions used in measuring the estimated loss on assets held for sale included estimated selling price ~~based upon lower expectations~~ of ~~earnings for~~ the discontinued business and ~~continuing negotiations with the buyer. The $5.1 million write-off in Advanced Materials was due to the effects of valuing Wallop’s balance sheet at the current exchange rate incurred in~~discount rates.

During the first nine months of fiscal ~~2015.~~2016 and 2015, the Company incurred a loss of $15.5 million and $21.0 million, respectively. Included in the loss of $15.5 million for the first nine months of fiscal 2016 is a loss on assets held for sale at Advanced Materials and Avionics & Controls of $5.5 million and $2.4 million, respectively. The loss at Advanced Materials was principally due to the effect of changes in foreign currency exchange rates on the estimated sale price and Wallop’s assets held for sale. The loss at Avionics & Controls was principally due to a reduction of estimated selling price. Principal assumptions used in measuring the estimated loss on assets held for sale included estimated selling price of the discontinued business and discount rates.

During the first nine months of fiscal 2015, the Company recorded a ~~$2.0~~$1.7 million increase in a liability related to environmental remediation at a previously sold business for which the Company provided indemnification. A loss of ~~$1.3~~$1.1 million, net of tax, is reflected in discontinued operations.

The operating results of the discontinued operations for the three month period ended July ~~31, 2015,~~1, 2016, consisted of the following:

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

Net Sales	$	4,436		$	6,419	$	5,424		$	-		$	16,279			$	3,577		$	-		$	456		$	-		$	4,033

Operating earnings (loss)		(1,132	)		1,533		(830	)		(803	)		(1,232	)			(1,184	)		(71	)		(5,908	)		(251	)		(7,414	)
Gain (loss) on net assets held for sale		(1,718	)		619		(18	)		-			(1,117	)
Tax expense (benefit)		(695	)		428		(127	)		(262	)		(656	)			570			(83	)		876			(87	)		1,276
Income (loss) from discontinued operations	$	(2,155	)	$	1,724	$	(721	)	$	(541	)	$	(1,693	)		$	(1,754	)	$	12		$	(6,784	)	$	(164	)	$	(8,690	)

Included in Operating Earnings (Loss):															Included in Operating Earnings (Loss):
Loss on net assets held for sale																$	(2,411	)	$	-		$	(1,912	)	$	-		$	(4,323	)

The operating results of the discontinued operations for the nine month period ended July ~~31, 2015,~~1, 2016, consisted of the following:

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

Net Sales	$	18,349		$	18,684		$	11,529		$	-		$	48,562			$	13,638		$	-		$	5,229		$	-		$	18,867

Operating earnings (loss)		(2,649	)		3,270			(3,909	)		(1,988	)		(5,276	)			785			(378	)		(14,775	)		(262	)		(14,630	)
Gain (loss) on net assets held for sale		(11,871	)		(3	)		(5,089	)		-			(16,963	)
Tax expense (benefit)		(1,252	)		626			(686	)		(673	)		(1,985	)			1,256			(83	)		(223	)		(87	)		863
Income (loss) from discontinued operations	$	(13,268	)	$	2,641		$	(8,312	)	$	(1,315	)	$	(20,254	)		$	(471	)	$	(295	)	$	(14,552	)	$	(175	)	$	(15,493	)

Included in Operating Earnings (Loss):																Included in Operating Earnings (Loss):
Loss on net assets held for sale																	$	(2,355	)	$	-		$	(5,540	)	$	-		$	(7,895	)

The operating results of the discontinued operations for the recast three month period ended June 26, 2015, consisted of the following:

The operating results of the discontinued operations for the ~~three~~recast nine month period ended ~~August 1, 2014,~~June 26, 2015, consisted of the following:

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

Net Sales	$	7,249		$	5,860		$	11,706		$	-	$	24,815			$	38,839		$	19,834		$	8,733		$	-		$	67,406

Operating earnings (loss)		(1,847	)		141			(196	)		-		(1,902	)			(12,591	)		3,101			(12,908	)		(1,683	)		(24,081	)
Gain (loss) on net assets held for sale		-			-			-			-		-
Tax expense (benefit)		(520	)		(461	)		8			-		(973	)			(958	)		616			(2,115	)		(590	)		(3,047	)
Income (loss) from discontinued operations	$	(1,327	)	$	602		$	(204	)	$	-	$	(929	)		$	(11,633	)	$	2,485		$	(10,793	)	$	(1,093	)	$	(21,034	)

Included in Operating Earnings (Loss):															Included in Operating Earnings (Loss):
Loss on net assets held for sale																$	(11,116	)	$	(622	)	$	(4,025	)	$	-		$	(15,763	)

~~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 July ~~31, 2015,~~1, 2016, are comprised of the following:

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

Accounts receivable, net		$	1,589	$	-	$	4,949	$	6,538		$	3,032		$	-		$	4,309	$	7,341
Inventories			2,451		-		5,111		7,562			8,956			-			295		9,251
Prepaid expenses			21		-		277		298			145			-			202		347
Deferred income tax benefits			-		-		-		-			-			-			-		-
Income tax refundable			-		-		-		-			-			-	��		1,095		1,095
Current Assets of Businesses Held for Sale	Current Assets of Businesses Held for Sale	$	4,061	$	-	$	10,337	$	14,398	Current Assets of Businesses Held for Sale		12,133			-			5,901		18,034

Net property, plant and equipment		$	5,324	$	-	$	16,817	$	22,141			5,349			-			2,689		8,038
Intangibles, net			950		-		6,905		7,855			-			-			1,759		1,759
Deferred income tax benefits			-		-		-		-			(392	)		-			-		(392	)
Other assets			-		-		1,562		1,562			-			-			1,330		1,330
Non-Current Assets of Businesses Held for Sale	Non-Current Assets of Businesses Held for Sale	$	6,274	$	-	$	25,284	$	31,558	Non-Current Assets of Businesses Held for Sale		4,957			-			5,778		10,735

Accounts payable		$	1,533	$	-	$	5,389	$	6,922			251			-			1,486		1,737
Accrued liabilities			506		-		1,457		1,963			7,666			-			2,880		10,546
Current Liabilities of Businesses Held for Sale	Current Liabilities of Businesses Held for Sale	$	2,039	$	-	$	6,846	$	8,885	Current Liabilities of Businesses Held for Sale		7,917			-			4,366		12,283

Deferred income tax liabilities		$	-	$	-	$	1,795	$	1,795			-			-			902		902
Other liabilities			64		-		-		64			-			-			320		320
Non-Current Liabilities of Businesses Held for Sale	Non-Current Liabilities of Businesses Held for Sale	$	64	$	-	$	1,795	$	1,859	Non-Current Liabilities of Businesses Held for Sale		-			-			1,222		1,222

Net Assets of Businesses Held for Sale	Net Assets of Businesses Held for Sale	$	8,232	$	-	$	26,980	$	35,212	Net Assets of Businesses Held for Sale	$	9,173		$	-		$	6,091	$	15,264

Assets and Liabilities Held for Sale within the Consolidated Balance Sheet at October ~~31, 2014,~~2, 2015, were comprised of the following:

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

Accounts receivable, net		$	5,154	$	3,752		$	2,106	$	11,012			$	5,360		$	-	$	1,546	$	6,906
Inventories			12,646		7,972			5,258		25,876				14,763			-		5,841		20,604
Prepaid expenses			408		86			335		829				156			-		185		341
Deferred income tax benefits			671		680			-		1,351
Income tax refundable			-		-			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		20,279			-		7,572		27,851

Net property, plant and equipment		$	4,949	$	4,105		$	19,839	$	28,893				5,474			-		12,199		17,673
Intangibles, net			22,228		10,659			8,327		41,214				945			-		4,928		5,873
Deferred income tax benefits			-		(30	)		-		(30	)			(147	)		-		-		(147	)
Other assets			-		-			1,600		1,600				-			-		1,518		1,518
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		6,272			-		18,645		24,917

Accounts payable		$	2,194	$	873		$	6,326	$	9,393				1,878			-		4,837		6,715
Accrued liabilities			1,765		1,008			2,025		4,798				8,340			-		2,051		10,391
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		10,218			-		6,888		17,106

Deferred income tax liabilities		$	11,084	$	6,243		$	1,537	$	18,864				-			-		194		194
Other liabilities			-		-			12		12				2,215			-		-		2,215
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		2,215			-		194		2,409

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	$	14,118		$	-	$	19,135	$	33,253

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

In Thousands		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
															July 1,			June 26,			July 1,			June 26,
		July 31,			August 1,			July 31,			August 1,				2016			2015			2016			2015
		2015			2014			2015			2014							(Recast)						(Recast)
Sales
Avionics & Controls		$	207,467		$	192,860		$	594,534		$	571,366			$	222,583		$	200,078		$	607,493		$	594,025
Sensors & Systems			175,530			192,246			515,611			579,131				186,337			175,544			514,836			529,976
Advanced Materials			113,220			121,203			332,496			352,613				108,172			109,101			326,550			333,543
		$	496,217		$	506,309		$	1,442,641		$	1,503,110			$	517,092		$	484,723		$	1,448,879		$	1,457,544

Earnings from Continuing Operations Before Income Taxes	Earnings from Continuing Operations Before Income Taxes													Earnings from Continuing Operations Before Income Taxes
Avionics & Controls		$	23,473		$	30,902		$	52,024		$	81,952			$	28,517		$	16,836		$	40,579		$	62,096
Sensors & Systems			23,356			18,055			55,491			61,811				27,942			22,968			61,670			56,682
Advanced Materials			24,396			27,724			65,908			75,911				15,512			24,514			51,710			65,538
Segment Earnings			71,225			76,681			173,423			219,674				71,971			64,318			153,959			184,316

Corporate expense			(24,045	)		(16,142	)		(65,067	)		(48,398	)			(17,926	)		(18,592	)		(54,956	)		(61,454	)
Other income			-			-			12,744			-				-			-			-			12,744
Interest income			144			145			447			400				30			87			211			406
Interest expense			(10,618	)		(7,865	)		(25,023	)		(24,924	)			(7,659	)		(10,393	)		(22,169	)		(24,409	)
Loss on extinguishment of debt			-			(533	)		(329	)		(533	)			-			(329	)		-			(329	)
		$	36,706		$	52,286		$	96,195		$	146,219			$	46,416		$	35,091		$	77,045		$	111,274

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 July 31, 2015, and October 31, 2014, and for the applicable periods ended July 31, 2015, and 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 the 2023 Notes for the periods after April 2015; and (d) on a combined basis, the subsidiaries that are not guarantors (Non-Guarantor Subsidiaries) of the secured credit facility, the 2020 Notes 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 2023 Notes.

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

ASSETS

Current Assets

Cash and cash equivalents
$
16,454

$
995

$
1,376

$
168,857

$
-

$
187,682

Accounts receivable, net

33

-

136,624

237,042

-

373,699

Inventories

-

-

193,345

276,355

-

469,700

Income tax refundable

-

-

-

17,515

-

17,515

Deferred income tax benefits

29,330

-

(14,519
)

22,134

-

36,945

Prepaid expenses

93

-

7,648

13,666

-

21,407

Other current assets

74

-

111

17,011

-

17,196

Current assets of businesses held
   for sale

-

-

-

14,398

-

14,398

Total Current Assets

45,984

995

324,585

766,978

-

1,138,542

Property, Plant & Equipment, Net

1,992

-

158,658

145,741

-

306,391

Goodwill

-

-

372,021

668,422

-

1,040,443

Intangibles, net

-

-

109,929

350,039

-

459,968

Debt issuance costs, net

5,380

5,655

-

-

-

11,035

Deferred income tax benefits

18,659

-

14,670

42,283

-

75,612

Other assets

281

-

10,386

11,436

-

22,103

Non-current assets of businesses held
   for sale

-

-

5,262

26,296

-

31,558

Amounts Due From (To) Subsidiaries

-

353,831

817,896

-

(1,171,727
)

-

Investment in Subsidiaries

3,098,201

653,386

1,009,069

14,644

(4,775,300
)

-

Total Assets
$
3,170,497

$
1,013,867

$
2,822,476

$
2,025,839

$
(5,947,027
)

$
3,085,652

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Accounts payable
$
2,846

$
-

$
36,884

$
71,685

$
-

$
111,415

Accrued liabilities

19,441

4,124

80,197

163,624

-

267,386

Current maturities of long-term
   debt

-

-

898

116

-

1,014

Deferred income tax liabilities

15,159

-

(14,669
)

2,503

-

2,993

Federal and foreign income taxes

(9,624
)

(51
)

(5,165
)

18,693

-

3,853

Current liabilities of businesses
   held for sale

-

-

-

8,885

-

8,885

Total Current Liabilities

27,822

4,073

98,145

265,506

-

395,546

Credit Facilities

170,000

-

-

30,000

-

200,000

Long-Term Debt, Net

250,000

362,472

56,976

43,361

-

712,809

Deferred Income Tax Liabilities

24,867

-

14,658

93,974

-

133,499

Pension and Post-Retirement Obligations

18,591

-

754

37,413

-

56,758

Other Liabilities

14,134

-

194

16,184

-

30,512

Non-current liabilities of businesses
   held for sale

-

-

-

1,859

-

1,859

Amounts Due To (From) Subsidiaries

1,110,414

-

-

398,562

(1,508,976
)

-

Shareholders' Equity

1,554,669

647,322

2,651,749

1,138,980

(4,438,051
)

1,554,669

Total Liabilities and Shareholders'
   Equity
$
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 July 31, 2015.~~

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

Net sales
$
-

$
-

$
225,105

$
272,137

$
(1,025
)

$
496,217

Cost of sales

-

-

147,206

180,240

(1,025
)

326,421

-

-

77,899

91,897

-

169,796

Expenses

Selling, general and administrative

-

55

38,794

53,119

-

91,968

Research, development & engineering

-

-

10,158

19,087

-

29,245

Restructuring charges

-

-

1,228

175

-

1,403

Other (income) expense

-

-

-

-

-

-

Total Expenses

-

55

50,180

72,381

-

122,616

Operating Earnings from Continuing
   Operations

-

(55
)

27,719

19,516

-

47,180

Interest Income

(3,928
)

(3,401
)

(3,766
)

(7,597
)

18,548

(144
)
Interest Expense

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

(4,740
)

(154
)

22,647

18,953

-

36,706

Income Tax Expense (Benefit)

(943
)

(31
)

3,678

3,701

-

6,405

Earnings (Loss) from Continuing
   Operations Including
   Noncontrolling Interests

(3,797
)

(123
)

18,969

15,252

-

30,301

Earnings Attributable to
   Noncontrolling Interests

-

-

-

(111
)

-

(111
)
Earnings (Loss) from Continuing
   Operations Attributable to
   Esterline, Net of Tax

(3,797
)

(123
)

18,969

15,141

-

30,190

Loss from Discontinued Operations
   Attributable to Esterline,
   Net of Tax

(541
)

-

63

(1,215
)

-

(1,693
)
Equity in Net Earnings of
   Consolidated Subsidiaries

32,835

10,457

27

-

(43,319
)

-

Net Earnings (Loss) Attributable to
   Esterline
$
28,497

$
10,334

$
19,059

$
13,926

$
(43,319
)

$
28,497

Comprehensive Income (Loss)
$
(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 nine month period ended July 31, 2015.~~

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

Cash Flows Provided (Used) by Operating Activities

Net earnings (loss) including
   noncontrolling interests
$
56,844

$
31,832

$
42,779

$
23,685

$
(98,296
)

$
56,844

Depreciation & amortization

-

-

28,339

48,971

-

77,310

Deferred income taxes

(17,829
)

-

16,243

(7,747
)

-

(9,333
)
Share-based compensation

-

5

3,722

4,891

-

8,618

Gain on release of non-income
   tax liability

-

-

-

(15,656
)

-

(15,656
)
Loss on assets held for sale

-

-

10,842

6,121

-

16,963

Working capital changes, net of
   effect of acquisitions:

Accounts receivable

577

-

8,228

9,138

-

17,943

Inventories

-

-

(5,268
)

(13,045
)

-

(18,313
)
Prepaid expenses

54

-

(918
)

(1,724
)

-

(2,588
)
Other current assets

6

-

3

133

-

142

Accounts payable

1,095

-

(4,430
)

(13,474
)

-

(16,809
)
Accrued liabilities

(2,286
)

-

(12,976
)

8,073

-

(7,189
)
Federal and foreign income taxes

(7,342
)

(51
)

(2,522
)

1,414

-

(8,501
)
Other liabilities

3,608

-

(528
)

163

-

3,243

Other, net

(28,400
)

-

(42,771
)

72,697

-

1,526

6,327

31,786

40,743

123,640

(98,296
)

104,200

Cash Flows Provided (Used) by Investing Activities

Purchases of capital assets

(804
)

-

(14,480
)

(22,493
)

-

(37,777
)
Proceeds from sale of discontinued
   operations

-

-

32,053

-

-

32,053

Acquisition of businesses, net of
   cash acquired

-

-

-

(171,070
)

-

(171,070
)

(804
)

-

17,573

(193,563
)

-

(176,794
)

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

Cash Flows Provided (Used) by Financing Activities

Proceeds provided by stock issuance
   under employee stock plans

13,477

-

-

-

-

13,477

Excess tax benefits from stock
   option exercises

1,877

-

-

-

-

1,877

Shares repurchased

(259,518
)

-

-

-

-

(259,518
)
Repayment of long-term credit
   facilities

(235,000
)

-

-

-

-

(235,000
)
Repayment of long-term debt

(161,875
)

-

(416
)

(4,774
)

-

(167,065
)
Proceeds from issuance of long-term
   credit facilities

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

333,610

(380,925
)

(60,805
)

9,824

98,296

-

(4,762
)

(30,273
)

(61,221
)

38,104

98,296

40,144

Effect of Foreign Exchange Rates on
   Cash and Cash Equivalents

1,059

(518
)

827

(19,380
)

-

(18,012
)

Net Increase (Decrease) in Cash and
   Cash Equivalents

1,820

995

(2,078
)

(51,199
)

-

(50,462
)
Cash and Cash Equivalents -
   Beginning of Year

14,634

-

3,454

220,056

-

238,144

Cash and Cash Equivalents -
   End of Period
$
16,454

$
995

$
1,376

$
168,857

$
-

$
187,682

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

ASSETS

Current Assets

Cash and cash equivalents
$
14,634

$
-

$
3,454

$
220,056

$
-

$
238,144

Accounts receivable, net

610

-

143,158

236,121

-

379,889

Inventories

-

-

188,982

244,613

-

433,595

Income tax refundable

-

-

-

5,266

-

5,266

Deferred income tax benefits

31,486

-

(1,191
)

18,384

-

48,679

Prepaid expenses

147

-

6,703

13,486

-

20,336

Other current assets

80

-

114

1,955

-

2,149

Current assets of businesses held
   for sale

-

-

26,800

14,646

-

41,446

Total Current Assets

46,957

-

368,020

754,527

-

1,169,504

Property, Plant & Equipment, Net

1,489

-

158,089

159,764

-

319,342

Goodwill

-

-

347,700

724,086

-

1,071,786

Intangibles, net

-

-

106,164

365,213

-

471,377

Debt issuance costs, net

4,134

-

-

161

-

4,295

Deferred income tax benefits

20,455

-

30

50,822

-

71,307

Other assets

130

-

7,502

6,547

-

14,179

Non-current assets of businesses held
   for sale

-

-

40,737

30,940

-

71,677

Amounts Due From (To) Subsidiaries

-

-

797,342

-

(797,342
)

-

Investment in Subsidiaries

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

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Accounts payable
$
1,751

$
-

$
36,905

$
76,628

$
-

$
115,284

Accrued liabilities

20,178

-

93,168

149,190

-

262,536

Current maturities of long-term debt

8,750

-

349

3,675

-

12,774

Deferred income tax liabilities

76

-

8

1,689

-

1,773

Federal and foreign income taxes

(2,282
)

-

(2,643
)

6,496

-

1,571

Current liabilities of businesses
   held for sale

-

-

4,010

10,181

-

14,191

Total Current Liabilities

28,473

-

131,797

247,859

-

408,129

Credit Facilities

100,000

-

-

-

-

100,000

Long-Term Debt, Net

403,125

-

55,176

51,419

-

509,720

Deferred Income Tax Liabilities

58,615

-

(17,333
)

107,883

-

149,165

Pension and Post-Retirement Obligations

18,683

-

1,226

42,784

-

62,693

Other Liabilities

16,762

-

3,944

26,178

-

46,884

Non-current liabilities of businesses
   held for sale

-

-

17,327

1,549

-

18,876

Amounts Due To (From) Subsidiaries

856,961

-

-

456,861

(1,313,822
)

-

Shareholders' Equity

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

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

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

Net sales
$
-

$
-

$
239,134

$
268,860

$
(1,685
)

$
506,309

Cost of sales

-

-

150,139

180,768

(1,685
)

329,222

-

-

88,995

88,092

-

177,087

Expenses

Selling, general and administrative

-

-

33,454

55,430

-

88,884

Research, development & engineering

-

-

10,932

13,327

-

24,259

Restructuring charges

-

-

2,577

828

-

3,405

Other (income) expense

-

-

-

-

-

-

Total Expenses

-

-

46,963

69,585

-

116,548

Operating Earnings from Continuing
   Operations

-

-

42,032

18,507

-

60,539

Interest Income

(3,837
)

-

(1,948
)

(13,931
)

19,571

(145
)
Interest Expense

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

(1,940
)

-

37,148

17,078

-

52,286

Income Tax Expense (Benefit)

(466
)

-

8,449

4,420

-

12,403

Earnings (Loss) from Continuing
   Operations Including
   Noncontrolling Interests

(1,474
)

-

28,699

12,658

-

39,883

Earnings Attributable to
   Noncontrolling Interests

-

-

-

(46
)

-

(46
)
Earnings (Loss) from Continuing
   Operations Attributable to
   Esterline, Net of Tax

(1,474
)

-

28,699

12,612

-

39,837

Loss from Discontinued Operations
   Attributable to Esterline,
   Net of Tax

-

-

(787
)

(142
)

-

(929
)
Equity in Net Earnings of
   Consolidated Subsidiaries

40,382

-

883

114

(41,379
)

-

Net Earnings (Loss) Attributable to
   Esterline
$
38,908

$
-

$
28,795

$
12,584

$
(41,379
)

$
38,908

Comprehensive Income (Loss)
$
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 nine month period ended August 1, 2014.~~

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

Cash Flows Provided (Used) by Operating Activities

Net earnings (loss) including
   noncontrolling interests
$
106,319

$
-

$
70,130

$
44,954

$
(115,084
)

$
106,319

Depreciation & amortization

-

-

32,336

55,107

-

87,443

Deferred income taxes

(4,971
)

-

(2
)

(8,131
)

-

(13,104
)
Share-based compensation

-

-

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

528

-

13,887

9,065

-

23,480

Inventories

-

-

(17,289
)

(25,122
)

-

(42,411
)
Prepaid expenses

(52
)

-

(1,913
)

(4,237
)

-

(6,202
)
Other current assets

2

-

(1
)

(100
)

-

(99
)
Accounts payable

117

-

3,585

(8,210
)

-

(4,508
)
Accrued liabilities

(10,486
)

-

(1,534
)

(4,438
)

-

(16,458
)
Federal and foreign income taxes

(4,462
)

-

21,809

(25,330
)

-

(7,983
)
Other liabilities

5,415

-

95

(6,950
)

-

(1,440
)
Other, net

(497
)

-

(10,962
)

11,304

-

(155
)

91,913

-

114,389

43,497

(115,084
)

134,715

Cash Flows Provided (Used) by Investing Activities

Purchases of capital assets

(186
)

-

(11,748
)

(23,075
)

-

(35,009
)
Proceeds from sale of discontinued
   operations

-

-

-

-

-

-

Acquisition of businesses, net of
   cash acquired

-

-

(44,745
)

-

-

(44,745
)

(186
)

-

(56,493
)

(23,075
)

-

(79,754
)

In Thousands

Non-

TA Mfg.

Guarantor

Guarantor

Parent

Ltd.

Subsidiaries

Subsidiaries

Eliminations

Total

Cash Flows Provided (Used) by Financing Activities

Proceeds provided by stock issuance
   under employee stock plans

23,173

-

-

-

-

23,173

Excess tax benefits from stock
   option exercises

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

(6,562
)

-

(245
)

(27,269
)

-

(34,076
)
Proceeds from issuance of long-term
   credit facilities

25,000

-

-

-

-

25,000

Proceeds from issuance of
   long-term debt

-

-

-

-

-

-

Proceeds from government
   assistance

-

-

-

3,362

-

3,362

Dividends paid to noncontrolling
   interests

-

-

-

(780
)

-

(780
)
Debt and other issuance costs

-

-

-

-

-

-

Net change in intercompany
   financing

(98,319
)

-

(56,888
)

40,123

115,084

-

(95,492
)

-

(57,133
)

15,436

115,084

(22,105
)

Effect of Foreign Exchange Rates on
   Cash and Cash Equivalents

(22
)

-

(22
)

(1,534
)

-

(1,578
)

Net Increase (Decrease) in Cash and
   Cash Equivalents

(3,787
)

-

741

34,324

-

31,278

Cash and Cash Equivalents -
   Beginning of Year

7,826

-

4,876

166,476

-

179,178

Cash and Cash Equivalents -
   End of Period
$
4,039

$
-

$
5,617

$
200,800

$
-

$
210,456

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

On June 5, 2014, we changed the Company’s fiscal year end to the last Friday of September from the last Friday in October. We reported our financial results for the 11-month transition period of November 1, 2014, through October 2, 2015, on our Transition Report on Form 10-K, and thereafter we will file our annual report for the 12-month period ending the last Friday of September of each year, beginning with the 12-month period ending September 30, 2016. Prior year results have been recast on a calendar quarter basis. Refer to the Transition Report on Form 10-K for the eleven months ended October 2, 2015, for additional information regarding our fiscal year change.

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.~~markets and operational excellence. 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.~~continually improve our operational performance. These efforts focus on continuous research and new product development, acquisitions and strategic realignments of operations to ~~expand our capabilities as a~~offer more comprehensive ~~supplier to our customers~~solutions across our ~~entire~~ product ~~offering. Our business has been impacted by reductions in defense spending.~~

On January 31, 2015, we acquired the DAT business of Belgium-based Barco N.V. (Barco) for €150 million net of acquired cash, or approximately $171 million in cash. 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 our existing credit facility. DAT develops and manufactures visualization solutions for a variety of demanding defense and commercial aerospace applications. DAT employs roughly 600 people in Belgium, France, Israel, Singaporeofferings and the ~~U.S. The display business is included in our Avionics & Controls segment. We incurred a $2.9 million foreign currency exchange loss in funding the acquisition at the end~~implementation of the ~~first fiscal quarter~~principles of ~~2015. We estimate that DAT will break even in fiscal 2015, excluding integration and purchase accounting expenses and the above referenced foreign currency loss.~~our operating system to become a supplier of choice for our customers.

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 2015 and 2014, we incurred a loss on discontinued operations of $20.3 million and $8.5 million, 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, the Company is authorized to repurchase up to $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 2015, we repurchased 2,562,122 shares under this program at an average price paid per share of $101.29, for an aggregate purchase price of $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~~required 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~~credit. Compliance expense associated with these measures ~~and to implement additional remedial measures related to ITAR compliance activities. As a result of these remedial measures, remedial compliance expense~~ was ~~$15~~$8.2 million in the first nine months of fiscal ~~2015 compared with $7~~2016 and $11.3 million in the ~~same period in fiscal 2014.~~prior-year period. As of the quarter ended July 1, 2016, the DTCC approved costs we incurred to implement compliance measures to fully offset the $10 million suspended payment. More information about the Consent Agreement is set forth in Note 910 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 $20.4 million in fiscal 2014. Restructuring expenses in fiscal 2014 were mainly comprised of $5.7 million in severance and $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 2015 were $10.1 million, of which $5.4 million was reported separately as restructuring expenses and $4.7 million was reported as cost of goods sold. Total restructuring expenses in the first nine months of fiscal 2014 were $14.3 million, of which $10.3 million was reported separately as restructuring expenses and $4.0 million was reported as cost of goods sold. Expense savings were $11.5 million in the first nine months of fiscal 2015.

For further explanation about changes in sales and gross margin in the third fiscal quarter of 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.

Total sales for the third fiscal quarter ~~decreased~~of 2016 increased by ~~$10.1~~$32.4 million, or ~~2.0%~~6.7%, over the prior-year ~~period. Sales decreased $23~~period to $517.1 million, mainly reflecting higher sales volume of Avionics & Controls and Sensors & Systems due to higher demand and the favorable effect of ~~a weakening Canadian dollar, U.K. pound~~changes in foreign currency exchange rates relative to the U.S. dollar. Avionics & Controls sales volume increased by $18 million or 9%, Sensors & Systems increased by $8 million or 4%, and ~~euro compared~~Advanced Materials sales were even with the prior-year period. ~~Additionally, sales decreased $5 million due the impact~~The favorable effect of ~~the settlement of forward foreign currency contracts qualifying under hedge accounting. These decreases were partially offset by $32 million~~changes in ~~incremental sales from the DAT acquisition. Excluding the~~ foreign currency exchange ~~effects and~~rates relative to the ~~other items listed in the roll forward, sales volume decreased $14 million~~U.S. dollar 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 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 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 with 23.7% in the prior-year period, mainly reflecting certain discrete tax benefits and additional tax benefits resulting from DAT operating losses.$6 million.

Earnings from continuing operations in the third fiscal quarter of ~~2015~~2016 were ~~$30.2~~$38.0 million, or ~~$0.97~~$1.28 per diluted share, compared with ~~$39.8~~$28.2 million, or ~~$1.22~~$0.90 per diluted share, in the prior-year period. Loss from discontinued operations in the third fiscal quarter of ~~2015~~2016 was ~~$1.7~~$8.7 million, or ~~$0.05~~$0.29 per diluted share, compared with ~~$0.9~~$0.6 million, or ~~$0.03~~$0.02 per diluted share, in the prior-year period. Net income in the third fiscal quarter of 2016 was ~~$28.5~~$29.4 million, or ~~$0.92~~$0.99 per diluted share, compared with ~~$38.9~~$27.7 million, or ~~$1.19~~$0.88 per diluted share, in the prior-year period.

~~For further explanation about changes in~~Total sales ~~and gross margin~~ for the first nine months of fiscal ~~2015 over the prior year period, please see the table at the end~~2016 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$1.5 billion were flat compared with the prior-year period. 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 incrementalIncremental sales from the DAT ~~acquisition. Excluding~~acquisition of $52 million were offset by lower sales volumes at Avionics & Controls and Sensors & Systems and the effect of changes in foreign currency exchange ~~effects~~rates relative to the U.S. dollar. Avionics & Controls sales volumes decreased by $30 million or 5%, Sensors & Systems decreased by $6 million or 1%, and Advanced Materials sales volumes were even with the ~~other items noted~~prior-year period. Additionally, the effect of changes in ~~the roll forward, sales volume decreased $53 million~~foreign currency exchange rates compared with the prior-year period ~~and was due to lower demand across all three segments.~~

~~Consolidated gross margin was 33.2% in the first nine months of fiscal 2015 compared with 35.1% in the prior-year period. Gross margin was mainly impacted~~reduced sales by the effect of weakening foreign currencies, an unfavorable estimate at completion (EAC) for certain long-term development contracts, and the impact from the settlement of our foreign currency forward contracts in the period. Additionally, gross margin was impacted by an inventory fair value adjustment due to the shipment of acquired DAT inventory recognized at fair value. Gross margin was also impacted by unfavorable sales mix at Avionics & Controls and Advanced Materials.

Selling, general and administrative expense increased by $16.3 million and by 1.9 percentage points over the first nine months of fiscal 2014 to 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 spending on Avionics & Controls developments.

During the first nine months of fiscal 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 DAT.

~~The income tax rate was 19.9% in the first nine months of fiscal 2015 compared to 21.5% in the prior-year period, mainly reflecting additional tax benefits resulting from DAT operating losses.~~$22 million.

Earnings from continuing operations in the first nine months of fiscal ~~2015~~2016 were ~~$76.9~~$64.9 million, or ~~$2.44~~$2.18 per diluted share, compared with ~~$114.4~~$87.6 million, or ~~$3.53~~$2.76 per diluted share, in the prior-year period. Loss from discontinued operations in the first nine months of fiscal ~~2015~~2016 was ~~$20.3~~$15.5 million, or ~~$0.64~~$0.52 per diluted share, compared with ~~$8.5~~$21.0 million, or ~~$0.26~~$0.66 per diluted share, in the prior-year period. Net income in the first nine months of fiscal ~~2015~~2016 was ~~$56.6~~$49.4 million, or ~~$1.80~~$1.66 per diluted share, compared with ~~$105.9~~$66.6 million, or ~~$3.27~~$2.10 per diluted share, in the prior-year period.

Cash flows from operating activities were ~~$104.2~~$118.6 million in the first nine months of fiscal ~~2015~~2016 compared with ~~$134.7~~$117.2 million in the prior-year period. ~~The decrease in cash flow from operating activities reflected lower net earnings, partially offset by lower cash 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,~~1, 2016, compared with the ~~three month and nine month~~prior-year 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 recast three month period ~~ending August 1, 2014,~~ended June 26, 2015, to the three month period ~~ending~~ended July ~~31, 2015:~~1, 2016:

In Thousands	Avionics &			Sensors &			Advanced						Avionics &			Sensors &			Advanced
	Controls			Systems			Materials			Total			Controls			Systems			Materials			Total
Sales:
Three month period ended August 1, 2014	$	192,860		$	192,246		$	121,203		$	506,309
Three month period ended June 26, 2015													$	200,078		$	175,544		$	109,101		$	484,723
Foreign currency gain (loss)		(1,895	)		(17,985	)		(2,805	)		(22,685	)		2,134			993			(1,584	)		1,543
Forward contract gain (loss)		(2,756	)		(2,449	)		-			(5,205	)		2,210			2,051			-			4,261
Acquired DAT business		31,885			-			-			31,885
Sales volume		(12,627	)		3,718			(5,178	)		(14,087	)		18,161			7,749			655			26,565
Three month period ended July 31, 2015	$	207,467		$	175,530		$	113,220		$	496,217
Three month period ended July 1, 2016													$	222,583		$	186,337		$	108,172		$	517,092

Gross Margin:
Three month period ended August 1, 2014		71,565			63,619			41,903			177,087
Three month period ended June 26, 2015														65,154			64,310			35,826			165,290
Foreign currency gain (loss)		2,424			(2,732	)		(788	)		(1,096	)		2,670			(78	)		(308	)		2,284
Forward contract gain (loss)		(2,756	)		(2,449	)		-			(5,205	)		2,146			2,051			-			4,197
Acquired DAT business		15,661			-			-			15,661
DAT purchase accounting adjustment														2,721			-						2,721
DAT integration														(1,291	)		-			-			(1,291	)
Volume/mix		(9,334	)		2,961			(6,667	)		(13,040	)		(341	)		5,040			146			4,845
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
Lower (higher) manufacturing costs														198			(4,244	)		(2,631	)		(6,677	)
Cost initiatives														-			674			(336	)		338
Inventory cost and EAC adjustment														3,278			180			-			3,458
Defense Technologies energetic incident														-			-			(1,581	)		(1,581	)
Three month period ended July 1, 2016													$	74,535		$	67,933		$	31,116		$	173,584

The following is a roll forward of sales and gross margin from the recast nine month period ending ~~August 1, 2014,~~June 26, 2015, to the nine month period ~~ending~~ended July ~~31, 2015:~~1, 2016:

In Thousands	Avionics &			Sensors &			Advanced						Avionics &			Sensors &			Advanced
	Controls			Systems			Materials			Total			Controls			Systems			Materials			Total
Sales:
Nine month period ended August 1, 2014	$	571,366		$	579,131		$	352,613		$	1,503,110
Nine month period ended June 26, 2015													$	594,025		$	529,976		$	333,543		$	1,457,544
Foreign currency gain (loss)		(1,724	)		(45,350	)		(7,493	)		(54,567	)		(8,139	)		(11,655	)		(5,021	)		(24,815	)
Forward contract gain (loss)		(8,684	)		(6,814	)		-			(15,498	)		157			2,286			-			2,443
Acquired DAT business		62,496			-			-			62,496
DAT incremental														51,734			-			-			51,734
Sales volume		(28,920	)		(11,356	)		(12,624	)		(52,900	)		(30,284	)		(5,771	)		(1,972	)		(38,027	)
Nine month period ended July 31, 2015	$	594,534		$	515,611		$	332,496		$	1,442,641
Nine month period ended July 1, 2016													$	607,493		$	514,836		$	326,550		$	1,448,879

Gross Margin:
Nine month period ended August 1, 2014		211,935			194,566			120,546			527,047
Nine month period ended June 26, 2015														199,901			187,295			106,352			493,548
Foreign currency gain (loss)		6,290			(6,875	)		(2,062	)		(2,647	)		(3,461	)		(1,654	)		(1,162	)		(6,277	)
Forward contract gain (loss)		(8,684	)		(6,814	)		-			(15,498	)		(16	)		2,286			-			2,270
Acquired DAT business		24,220			-			-			24,220
DAT purchase accounting adjustment														4,536									4,536
DAT incremental														20,962			-			-			20,962
DAT integration														(3,420	)		-			-			(3,420	)
Volume/mix		(20,368	)		26			(12,683	)		(33,025	)		(23,145	)		(4,228	)		2,925			(24,448	)
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
Lower (higher) manufacturing costs														(6,926	)		(7,632	)		(9,346	)		(23,904	)
Cost initiatives														67			3,376			123			3,566
Inventory cost and EAC adjustment														2,224			-			-			2,224
Defense Technologies energetic incident														-			-			(1,581	)		(1,581	)
Nine month period ended July 1, 2016													$	190,722		$	179,443		$	97,311		$	467,476

The following table shows the average foreign exchange rates for the U.K. pound, Canadian dollar and euro relative to the U.S. dollar for the three and nine month periods ended July 1, 2016, and June 26, 2015.

The following tables show the impact of changes in the foreign currency exchange rates for the U.K. pound, Canadian dollar and euro relative to the U.S. dollar on operating earnings during the three month period ended July 1, 2016, compared with the prior-year period.

The following tables show the impact of changes in the foreign currency exchange rates for the U.K. pound, Canadian dollar and euro relative to the U.S. dollar on operating earnings during the nine month period ended July 1, 2016, compared with the prior-year period.

For further explanation, please see the roll forward table of sales, ~~and~~ gross margin and the analysis of the impact of changes in foreign currency exchange rates at the end of the Overview section.

Three Month Period Ended July ~~31, 2015,~~1, 2016, Compared with Three Month Period Ended ~~August 1, 2014~~June 26, 2015

Total sales for the third fiscal quarter ~~decreased~~increased by ~~$10.1~~$32.4 million, or ~~2.0%~~6.7%, over the prior-year period. Sales by segment were as follows:

In Thousands								Three Months Ended
			Three Months Ended				Increase (Decrease)	July 1,		June 26,
	Increase (Decrease)		July 31,		August 1,		From Prior Year	2016		2015
In Thousands	From Prior Year		2015		2014
										(Recast)

Avionics & Controls		7.6%	$	207,467	$	192,860	11.2%	$	222,583	$	200,078
Sensors & Systems	(8.7)%			175,530		192,246	6.1%		186,337		175,544
Advanced Materials	(6.6)%			113,220		121,203	(0.9)%		108,172		109,101
Total Net Sales			$	496,217	$	506,309		$	517,092	$	484,723

The ~~$14.6~~$22.5 million ~~or 7.6%,~~ increase in 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 ~~lower sales of avionics systems for defense applications~~the following:

The $10.8 million ~~and lower sales of switches and cockpit control devices and military communication systems of $5 million.~~

~~The $16.7 million, or 8.7%, decrease~~increase in ~~Sensors~~Sensor & Systems sales over the prior-year period principally reflected 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 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. following:

The ~~$8.0~~$0.9 million ~~or 6.6%,~~ decrease in sales in Advanced Materials ~~sales~~ over the prior-year period reflected flat sales in both defense technologies and engineered materials. Defense technologies sales volumes were impacted by an energetic incident at one of our operations in May 2016 that resulted in injury to a few employees, some damage to the ~~effect of weakening foreign currencies of $3 million. Excluding the foreign currency exchange effects~~building and the ~~other items listed~~destruction of inventory and certain equipment. Operations at the factory were halted through July 2016 for investigation of the incident, repairs to the building and equipment and implementation of process and facility improvements. Engineered materials sales from our U.K. business were impacted by the decrease in the roll forward, sales volume decreased by $5 million, primarily reflecting decreased sales volumes of engineered materials for defense applications of $7 million, partially offset by higher sales volumes of defense technologies for combustible ordnance applications.GBP relative to the U.S. dollar resulting from Britain’s referendum vote to exit from the European Union.

Overall, gross margin was ~~34.2%~~33.6% and ~~35.0%~~34.1% for the third fiscal quarter of ~~2015~~2016 and ~~2014,~~2015, respectively. Gross profit was ~~$169.8~~$173.6 million and ~~$177.1~~$165.3 million for the third fiscal quarter of ~~2015~~2016 and ~~2014,~~2015, respectively. Gross ~~margin~~profit was impacted by ~~$1.4~~$1.0 million and ~~$2.0~~$1.3 million in restructuring expense in the third fiscal quarter of 2016 and 2015, respectively. Gross profit and ~~2014, respectively.~~gross margin percentage by segment were as follows:

Avionics & Controls segment gross margin was ~~34.1%~~33.5% and ~~37.1%~~32.6% for the third fiscal quarter of ~~2015~~2016 and ~~2014,~~2015, respectively. Segment gross profit was ~~$70.8~~$74.5 million compared with ~~$71.6~~$65.2 million in the prior-year period. The ~~decrease~~$9 million increase in gross ~~margin~~profit mainly reflected ~~a $5 million decrease on sales~~the following:

At July 1, 2016, our avionics systems business has $6.7 million in outstanding accounts receivable on a long-term contract to upgrade avionics on a military transport aircraft. The final payment is due upon contract completion requiring a solution to a radio frequency tuning anomaly which is being tested on the aircraft. During the third quarter of fiscal 2016, testing was inconclusive. Management believes a satisfactory solution to the anomaly will be achieved and ~~an $8 million decrease on sales~~the outstanding receivable is probable of control and communication systems. The decrease in avionics systems gross margin was mainly due to lower sales volumes. Additionally, avionics systems gross margin was impacted by a $0.9 million estimate at completion adjustment due to development program realignments. The decrease in control and communication systems was 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 $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 lowered incremental gross profit from DAT from $15.7 million to $13 million. collection.

Sensors & Systems segment gross margin was ~~35.7%~~36.5% and ~~33.1%~~36.6% for the third fiscal quarter of ~~2015~~2016 and ~~2014,~~2015, respectively. Segment gross profit was ~~$62.6~~$67.9 million compared with ~~$63.6~~$64.3 million in the prior-year period. 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 aThe $4 million increase in gross ~~margin mainly due to improved mix on sales of connection technologies.~~profit principally reflected the following:

Advanced Materials segment gross margin was ~~32.2% compared with 34.6%~~28.8% and 32.8% for the ~~prior-year period.~~third fiscal quarter of 2016 and 2015, respectively. Segment gross profit was ~~$36.4~~$31.1 million compared with ~~$41.9~~$35.8 million in the prior-year period. The $5 million decrease in Advanced Materials gross ~~margin~~profit principally reflected ~~lower sales volumes of engineered materials for defense applications and a less favorable sales mix of $7 million, partially offset by lower cost of sales of defense technologies of $3 million.~~the following:

Selling, general and administrative expenses (which include corporate expenses) totaled ~~$92~~$96.8 million, or ~~18.5%~~18.7% of sales, and ~~$88.9~~$92.0 million, or ~~17.6%~~19.0% of sales, for the third fiscal quarter of ~~2015~~2016 and ~~2014,~~2015, respectively. The $5 million increase in selling, general and administrative ~~expenses~~expense mainly 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.following:

Research, development and engineering spending was ~~$29.2~~$22.2 million, or ~~5.9%~~4.3% of sales, for the third fiscal quarter of ~~2015~~2016 compared with ~~$24.3~~$26.4 million, or ~~4.8%~~5.4% of sales, for the third fiscal quarter of ~~2014.~~2015. The ~~increase~~$4 million decrease 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.~~following:

Total restructuring expenses were ~~$2.8~~$1.5 million, or ~~0.6%~~0.3% of sales, in the third fiscal quarter of ~~2015,~~2016, of which ~~$1.4~~$0.6 million is reported separately as restructuring expenses and ~~$1.4~~$0.9 million is included in cost of goods sold. Total restructuring expenses were ~~$5.4~~$2.5 million, or ~~1.1%~~0.5% of sales, in the third fiscal quarter of ~~2014,~~2015, of which ~~$3.4~~$1.1 million is reported separately as restructuring expenses and ~~$2.0~~$1.4 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~~2016 totaled ~~$71.2~~$72 million, or ~~14.4%~~13.9% 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 $5 million 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 2015 and 2014, respectively.

~~Sensors & Systems segment earnings were $23.4~~$64.3 million, or 13.3% of sales, for the third fiscal quarter ~~of 2015 compared with $18.1~~in 2015. Segment earnings by segment were as follows:

Avionics & Controls segment earnings were $28.5 million, or ~~9.4%~~12.8% of sales, in the third fiscal quarter of 2016 and $16.8 million, or 8.4% of sales, in the third fiscal quarter of 2015. The $12 million increase in Avionics & Controls segment earnings mainly reflected the following:

Sensors & Systems segment earnings were $27.9 million, or 15.0% 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~~2016 compared with $23.0 million, or ~~21.5%~~13.1% of sales, for the third fiscal quarter of ~~2015 compared with $27.7~~2015. The $5 million increase in Sensors & Systems segment earnings principally reflected the following:

Advanced Materials segment earnings were $15.5 million, or ~~22.9%~~14.3% of sales, for the third fiscal quarter of ~~2014, primarily reflecting lower earnings from~~2016 compared with $24.5 million, or 22.5% of 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~~for the third fiscal quarter of ~~2015 and 2014.~~2015. The ~~effect of foreign currencies was not material on~~$9 million decrease in Advanced Materials segment earnings inmainly reflected the ~~third fiscal quarter of 2015 compared with the prior-year period.~~following:

Interest expense for the third fiscal quarter of ~~2015~~2016 was ~~$10.6~~$7.7 million compared with ~~$7.9~~$10.4 million for the third fiscal quarter of ~~2014, reflecting the~~2015. The decrease in interest expense reflected lower interest from our refinancing in April 2015 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~~$250 million 7% ~~2020~~Senior Notes with our €330 million 3.625% 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%~~17.2% in the third fiscal quarter of ~~2015~~2016 compared with ~~23.7%~~19.2% 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 todecrease in the income tax ~~provision. In~~rate over the ~~third fiscal quarter of 2014, we recognized $0.2 million of discrete tax expense. The income tax rate differed from~~prior-year period principally reflected 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.~~following:

Nine Month Period Ended July ~~31, 2015,~~1, 2016, Compared with Nine Month Period Ended ~~August 1, 2014~~June 26, 2015

~~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 of fiscal 2016 decreased ~~$60.5~~by $8.7 million, or ~~4.0%~~0.6%, over the prior-year period. Sales by segment were as follows:

In Thousands								Nine Months Ended
			Nine Months Ended				Increase (Decrease)	July 1,		June 26,
	Increase (Decrease)		July 31,		August 1,		From Prior Year	2016		2015
In Thousands	From Prior Year		2015		2014
										(Recast)

Avionics & Controls		4.1%	$	594,534	$	571,366	2.3%	$	607,493	$	594,025
Sensors & Systems	(11.0)%			515,611		579,131	(2.9)%		514,836		529,976
Advanced Materials	(5.7)%			332,496		352,613	(2.1)%		326,550		333,543
Total Net Sales			$	1,442,641	$	1,503,110		$	1,448,879	$	1,457,544

The ~~$23.2~~$13.5 million ~~or 4.1%,~~ increase in Avionics & Controls sales over the prior-year period mainly 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.following:

The ~~$63.5~~$15 million ~~or 11.0%,~~ decrease in Sensors & Systems sales over the prior-year period principally reflected the ~~impact of weakening foreign currencies of $45~~following:

The $7 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~~over the prior-year period mainly 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 $following: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%~~32.3% and ~~35.1%~~33.9% for the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively. Gross profit was ~~$478.8~~$467.5 million and ~~$527.0~~$493.5 million for the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively. Gross ~~margin~~profit was impacted by ~~$4.8~~$2.4 million and ~~$4.0~~$5.7 million in restructuring expense in the first nine months of fiscal 2016 and 2015, ~~and 2014,~~ respectively. Gross margin by segment was as follows:

Avionics & Controls segment gross margin was ~~32.1%~~31.4% and ~~37.1%~~33.7% for the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively. Segment gross profit was ~~$190.8~~$190.7 million compared with ~~$211.9~~$199.9 million in the prior-year period. The $9 million 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 systemsAvionics & Controls segment gross profit ~~was impacted by a $1.4 million inventory write-off due to~~principally reflected the uncertainty over a specific cockpit integration program 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.following:

Sensors & Systems segment gross margin was ~~35.3%~~34.9% and ~~33.6%~~35.3% for the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively. Segment gross profit was ~~$181.8~~$179.4 million compared with ~~$194.6~~$187.3 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~~$8 million decrease in ~~advanced sensors. The decrease in connection technologies~~Sensors & Systems segment 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 marginprofit mainly reflected the ~~effect from the settlement of forward contracts and weakening foreign currencies.~~ following:

Advanced Materials segment gross margin was 29.8% and 31.9% for the first nine months of fiscal 2016 and 2015, ~~compared with 34.2% for the same period one year ago.~~respectively. Segment gross profit was ~~$106.2~~$97.3 million compared with ~~$120.5~~$106.4 million in the prior-year period. ~~A $14~~The $9 million decrease in ~~volume/mix mainly~~Advanced Materials segment gross profit principally reflected ~~lower sales of engineered materials for defense applications and a lower recovery of fixed costs.~~the following:

Selling, general and administrative expenses (which include corporate expenses) totaled ~~$286.4~~$293.3 million, or ~~19.9%~~20.2% of sales, and ~~$270.1~~$289.5 million, or ~~18.0%~~19.9% of sales, for the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively. The $4 million increase in selling, general and

administrative expense mainly reflected ~~incremental selling, general~~the following:

Research, development and ~~administrative expenses from~~engineering spending was $72.8 million, or 5.0% of sales, for the ~~DAT acquisition~~first nine months of ~~$17.8~~fiscal 2016 compared with $75.1 million, ~~increased corporate expenses~~or 5.2% of ~~$16.7~~sales, for the prior-year period. The $2.3 million ~~partially offset by a~~ decrease in ~~segment selling, general~~research, development and administrative expense. The increase in corporate expense was mainly due to higher compliance expense, $3.0 million in related acquisition expenses and $3 million in higher pension costs due to our settlement with vested terminated 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 expenseengineering principally 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.following:

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 settlement charge of $3 million.

Total restructuring expenses were ~~$10.1~~$4.9 million, or ~~0.7%~~0.3% of sales, in the first nine months of ~~fiscal 2015,~~2016, of which ~~$5.4~~$2.4 million is reported separately as restructuring expenses and ~~$4.7~~$2.5 million is included in cost of goods sold. Total restructuring expenses were ~~$14.3~~$11.7 million, or ~~1.0%~~0.8% of sales, in the first nine months of ~~fiscal 2014,~~2015, of which ~~$10.3~~$6.1 million is reported separately as restructuring expenses and ~~$4.0~~$5.6 million is included in cost of goods sold.

Research, development and engineering spending was $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 nine months of fiscal 2014. The increase in research, development and engineering spending 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% of sales.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the first nine months of fiscal ~~2015~~2016 totaled ~~$173.4~~$154.0 million, or ~~12.0%~~10.6% of sales, compared with ~~$219.7~~$184.3 million, or ~~14.6% of sales, for the first nine months in fiscal 2014. Excluding restructuring expenses of $10.1 million, segment earnings were $183.5 million, or 12.7%~~12.6% of sales, for the first nine months of 2015. ~~Excluding restructuring expenses of $14.3 million,~~Segment earnings by segment ~~earnings~~ were ~~$234.0 million, or 15.6% of sales, for the first nine months of 2014.~~as follows:

Avionics & Controls segment earnings were ~~$52.0~~$40.6 million, or ~~8.8%~~6.7% of sales, in the first nine months of fiscal ~~2015~~2016 and ~~$82.0~~$62.1 million, or ~~14.3%~~10.5% of sales, in the first nine months of ~~fiscal 2014, mainly reflecting a $15~~2015. The $22 million decrease in ~~avionics systems, a $10 million incremental loss from the DAT acquisition, and a $4 million decrease in control and communication systems earnings. The decrease in avionics systems~~Avionics & Controls segment 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 restructuring expense. The decrease in earnings from sales of control and communication systems principally reflected lower sales volumes and unfavorable product mix, partially offset by lower research, engineering and development expense and selling, general and administrative expenses. Segment restructuring expenses were $0.6 million and $4.4 million in the first nine months of fiscal 2015 and 2014, respectively. The effect of foreign currencies and forward contracts had a favorable $4 million impact in the first nine months of fiscal 2015 compared with the prior-year period and was principally due to gains on monetary assets and embedded derivatives.following:

Sensors & Systems segment earnings were ~~$55.5~~$61.7 million, or ~~10.8%~~12.0% of sales, for the first nine months of fiscal ~~2015~~2016 compared with ~~$61.8~~$56.7 million, or 10.7% of sales, for the first nine months of ~~fiscal 2014.~~2015. The ~~decrease~~$5 million increase in Sensors & Systems segment earnings principally reflected a $4 million decrease in earnings from sales of connection technologies and a $1 million decrease in advanced sensors. 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 $6.1 million and $5.5 million in the first nine months of fiscal 2015 and 2014, respectively.following:

Advanced Materials segment earnings were ~~$65.9~~$51.7 million, or ~~19.8%~~15.8% of sales, for the first nine months of fiscal ~~2015~~2016 compared with ~~$75.9~~$65.5 million, or ~~21.5%~~19.6% of sales, for the first nine months of ~~fiscal 2014, primarily reflecting lower~~2015. The $13.8 million decrease in Advanced Materials segment earnings ~~from sales of engineered materials. Earnings from sales of defense technologies improved~~ mainly ~~due to lower restructuring expense. Segment restructuring expense was $2.5 million and $3.9 million in~~reflected the ~~first nine months of fiscal 2015 and 2014, respectively.~~following:

Interest expense for the first nine months of fiscal ~~2015~~2016 was ~~$25.0~~$22.2 million compared with ~~$24.9~~$24.4 million for the first nine months of ~~fiscal 2014.~~2015. The decrease in interest expense reflected lower interest from our refinancing in April 2015 of our $250 million 7% Senior Notes with our €330 million 3.625% Senior Notes.

The income tax rates were ~~19.9%~~14.7% and ~~21.5%~~21.1% for the first nine months of fiscal 2016 and 2015, ~~and 2014,~~ respectively. ~~In the first nine months of 2015, we 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~~decrease in the income tax ~~provision. In~~rate principally reflected 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 income tax rate differed from the statutory rate in the first nine months of fiscal 2015 and 2014, as both years benefited from various tax credits and certain foreign interest expense deductions.following:

~~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 ~~2015~~2016 were $1.6 billion compared with $1.5 billion ~~for~~in the ~~same~~prior-year period, reflecting an increase in ~~2014. New orders for the first nine months of fiscal 2015 include the acquired backlog of DAT of $204.0 million.~~all three segments. Backlog was ~~$1.3~~$1.4 billion at July ~~31, 2015, $1.3~~1, 2016, $1.2 billion at ~~August 1, 2014,~~June 26, 2015, and ~~$1.1~~$1.2 billion at October ~~31, 2014.~~2, 2015.

Cash and cash equivalents at July ~~31, 2015,~~1, 2016, totaled ~~$187.7~~$237.8 million, ~~a decrease~~an increase of ~~$50.5~~$46.5 million from October ~~31, 2014.~~2, 2015. Net working capital ~~decreased~~increased to ~~$743.0~~$738.0 million at July ~~31, 2015,~~1, 2016, from ~~$761.4~~$718.2 million at October ~~31, 2014.~~2, 2015. 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 ~~$104.2~~$118.6 million and ~~$134.7~~$117.2 million in the first nine months of fiscal 2016 and 2015, ~~and 2014,~~ respectively. ~~The decrease in cash flow from operating activities reflected lower net earnings partially offset by lower cash payments for interest and income taxes compared with the prior-year period.~~

Cash flows used by investing activities were ~~$176.8~~$56.0 million and ~~$79.8~~$197.6 million in the first nine months of fiscal 2016 and 2015, ~~and 2014,~~ respectively.

Cash flows used by financing activities were $12.9 million in the first nine months of fiscal ~~2015~~2016, mainly reflected capital expenditures of $37.8 million and cash paid for acquisitions of $171.1 million, partially offset by proceeds from the sales of discontinued operations. Cash flows used by investing activities in the first nine months of fiscal 2014 mainly reflected cash paid for acquisitions of $44.7 million and capital expenditures of $35.0 million.reflecting:

Cash flows provided by financing activities were ~~$40.1~~$57.9 million in the first nine months of fiscal 2015 and mainly reflected $335 million in proceeds from our credit facilities, $356.5 million in proceeds from issuance of the 2023 Notes, and $13.5 million from the issuance of common stock under our employee stock plans, partially offset by $259.5 million in shares repurchased, $402.1 million in debt repayment, and $8.2 million of debt issuance costs. Cash flows used by financing activities were $22.1 million in the first nine months of fiscal 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 $23.2 million from the issuance of common stock under our employee stock plans.reflected:

Capital expenditures, consisting of building, machinery, equipment and computers, are anticipated to be approximately ~~$50~~$70 million during fiscal ~~2015,~~2016, including the purchase of a building for our DAT operation, compared with ~~$45.7~~$49.3 million expended in the eleven-month fiscal ~~2014~~2015 (excluding acquisitions). Capital expenditures in fiscal 2016 are higher compared with the prior year due to the purchase of a building for our DAT operation.

Total debt at July ~~31, 2015,~~1, 2016, was ~~$913.8~~$875.1 million and consisted of ~~$250.0~~$239.8 million of the U.S. Term Loan, due 2020, ~~Notes, $362.5~~$362.6 million (€330.0 million) of the 2023 Notes, ~~$200.0~~$170.0 million in borrowings under our secured credit facility, ~~$43.2~~$45.3 million in government refundable advances, ~~$58.0~~$57.2 million under capital lease obligations, and ~~$0.1~~$0.2 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~~Transition Report on Form 10-K for the fiscal year ended October ~~31, 2014,~~2, 2015, 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 ~~nine~~three months of fiscal ~~2015.~~2016. A discussion of our exposure to market risk is provided in the Company’s ~~Annual~~Transition Report on Form 10-K for the fiscal year ended October ~~31, 2014.~~2, 2015.

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 July ~~31, 2015.~~1, 2016. Based upon that evaluation, they concluded as of July ~~31, 2015,~~1, 2016, 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 July ~~31, 2015,~~1, 2016, 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 910 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

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

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

April 2, 2016 to April 29, 2016

102,267

65.10

3,135,927

91,485,852

April 30, 2016 to May 27, 2016

3,135,927

91,485,852

May 28, 2016 to July 1, 2016

3,135,927

91,485,852

Total

102,267

On June 19, 2014, our board of directors authorized a 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
As of January 31, 2015

Current assets	$	82,319
Property, plant and equipment		6,206
Intangible assets subject to amortization
Programs (15 year average useful life)		56,455
Programs (3 year average useful life)		677
Trade name (3 year average useful life)		226
Goodwill		46,618
Other assets		3,401
Total assets acquired		195,902

Current liabilities assumed		34,006
Long-term liabilities assumed		5,921
Net assets acquired	$	155,975

In Thousands	Accrued
	Liabilities

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

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

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

Current Assets
Cash and cash equivalents	$	16,454		$	995		$	1,376		$	168,857	$	-		$	187,682
Accounts receivable, net		33			-			136,624			237,042		-			373,699
Inventories		-			-			193,345			276,355		-			469,700
Income tax refundable		-			-			-			17,515		-			17,515
Deferred income tax benefits		29,330			-			(14,519	)		22,134		-			36,945
Prepaid expenses		93			-			7,648			13,666		-			21,407
Other current assets		74			-			111			17,011		-			17,196
Current assets of businesses held for sale		-			-			-			14,398		-			14,398
Total Current Assets		45,984			995			324,585			766,978		-			1,138,542

Property, Plant & Equipment, Net		1,992			-			158,658			145,741		-			306,391
Goodwill		-			-			372,021			668,422		-			1,040,443
Intangibles, net		-			-			109,929			350,039		-			459,968
Debt issuance costs, net		5,380			5,655			-			-		-			11,035
Deferred income tax benefits		18,659			-			14,670			42,283		-			75,612
Other assets		281			-			10,386			11,436		-			22,103
Non-current assets of businesses held for sale		-			-			5,262			26,296		-			31,558
Amounts Due From (To) Subsidiaries		-			353,831			817,896			-		(1,171,727	)		-
Investment in Subsidiaries		3,098,201			653,386			1,009,069			14,644		(4,775,300	)		-
Total Assets	$	3,170,497		$	1,013,867		$	2,822,476		$	2,025,839	$	(5,947,027	)	$	3,085,652

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	2,846		$	-		$	36,884		$	71,685	$	-		$	111,415
Accrued liabilities		19,441			4,124			80,197			163,624		-			267,386
Current maturities of long-term debt		-			-			898			116		-			1,014
Deferred income tax liabilities		15,159			-			(14,669	)		2,503		-			2,993
Federal and foreign income taxes		(9,624	)		(51	)		(5,165	)		18,693		-			3,853
Current liabilities of businesses held for sale		-			-			-			8,885		-			8,885
Total Current Liabilities		27,822			4,073			98,145			265,506		-			395,546

Credit Facilities		170,000			-			-			30,000		-			200,000
Long-Term Debt, Net		250,000			362,472			56,976			43,361		-			712,809
Deferred Income Tax Liabilities		24,867			-			14,658			93,974		-			133,499
Pension and Post-Retirement Obligations		18,591			-			754			37,413		-			56,758
Other Liabilities		14,134			-			194			16,184		-			30,512
Non-current liabilities of businesses held for sale		-			-			-			1,859		-			1,859
Amounts Due To (From) Subsidiaries		1,110,414			-			-			398,562		(1,508,976	)		-
Shareholders' Equity		1,554,669			647,322			2,651,749			1,138,980		(4,438,051	)		1,554,669
Total Liabilities and Shareholders' Equity	$	3,170,497		$	1,013,867		$	2,822,476		$	2,025,839	$	(5,947,027	)	$	3,085,652

Exhibit
Number		Exhibit Index

~~10.1~~	*	Offer Letter from Esterline Technologies Corporation to Roger Ross dated 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 July ~~31, 2015,~~1, 2016, and ~~August 1, 2014.~~June 26, 2015.

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: ~~September 4, 2015~~August 9, 2016	By:	/s/ Robert D. George
		Robert D. George
		Executive Vice President, Chief Financial Officer, ~~Vice President,~~ and
		Corporate Development
		(Principal Financial Officer)