Mail Stop 6010
February 1, 2006
By U.S. Mail and Facsimile to (425) 453-2916
Mr. Robert D. George
Vice President, Chief Financial Officer, Secretary and Treasurer
Esterline Technologies Corporation
500 108th Avenue NE
Bellevue, Washington 98004
RE: Esterline Technologies Corporation
Form 10-K for fiscal year ended October 28, 2005
File No. 1-6357
Dear Mr. George,
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your future documents in response to these comments. If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the year ended October 28, 2005
Item 9A. Controls and Procedures, page 23
1. We note your disclosure that "disclosure controls and
procedures
were effective to ensure that information [you] are required to
disclose in the reports that [you] file under the Exchange Act is
recorded, processed, summarized and reported within time periods
specified in Securities and Exchange Commission rules and forms."
Please revise future filings to clarify, if true, that your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your chief
executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e).
Management`s Discussion and Analysis of Financial Condition and
Results of Continuing Operations, page 2
Contractual Obligations, page 16
2. Revise future filings to disclose your off-balance sheet
arrangements in a separately captioned subsection of MD&A as
required
by Item 303(a)(4) of Regulation S-K. Also, make the detailed
disclosures required by paragraphs (a)(4)(i) of this Item, to the
extent necessary to understand your off-balance sheet arrangements
and their effect on financial condition, changes in financial
condition and results of operations.
Consolidated Statement of Operations, page 32
3. We note that you recorded a $3.4 million gain on sale of
product
line in fiscal 2004. If you recognize a gain or loss that is not a
component of an entity, you should include that amount in income
from
continuing operations before income taxes. See paragraph 45 of
SFAS
144. Revise future filings as necessary.
Consolidated Statement of Shareholders` Equity and Comprehensive
Income, page 38
4. Please expand your disclosures, here or in a financial
statement
footnote, in future filings, to show changes in the number of
common
shares during each period for which an income statement has been
presented, as contemplated by Rule 5-02.30 of Regulation S-X.
Notes to Consolidated Financial Statements, page 39
Note 1. Accounting Policies, page 39
Product Warranties, page 44
5. We see that you have identified your accounting for warranties
as
a significant accounting policy. Please revise future filings to
include the warranty disclosures required by paragraph 14(b) of
FIN
45 or tell us why this disclosure is not necessary.
Note 14. Acquisitions and Divestitures, page 66
6. In periods where you consummate a material business
acquisition,
please revise future filings to make the pro forma disclosures
required by paragraphs 54-55 of SFAS 141.
7. Additionally it appears as though your 2004 acquisition of
Leach
Holding Corporation may have been significant under Rules 3-05 and
1-
02(w) of Regulation S-X. Please tell us why you have not filed
financial statements for this acquisition or show us that they
were
not required. Also please tell us your consideration of Rule 3-05
and Rule 1-02(w) for your acquisition of Darchem Holdings Limited.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.
Sincerely,
Angela Crane
Branch Chief
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Mr. Robert D. George
Esterline Technologies Corporation
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