1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended October 31, 1993 Commission file number 1-6357
ESTERLINE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-2595091
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10800 NE 8th Street
Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 206/453-9400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock ($.20 par value) New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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.
X Yes No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
-----------------
As of January 21, 1994, 6,512,641 shares of the Registrant's common
stock were outstanding. The aggregate market value of such common stock held
by non-affiliates at such date (based upon the closing sale price) was
$48,057,645.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for Fiscal Year ended October 31,
1993--Parts I, II and IV.
Portions of Proxy Statement relating to the 1994 Annual Meeting of
Shareholders, to be held on March 30, 1994--Part III.
Page 1 of 81 pages
Exhibit index at page 24
2
PART I
ITEM 1. BUSINESS
(a) General Development of Business.
Esterline Technologies Corporation (the "Company") conducts business
through 14 principal domestic and foreign subsidiaries in three business
segments described in sub-item (c) below. The Company was organized in August
1967.
On September 27, 1989 the Company acquired six commercial aerospace
and defense companies (The "Acquired Companies") from The Dyson-Kissner-Moran
Corporation and certain of its affiliates together with 1,946,748 shares of
common stock of Esterline (the "Shares"). The purchase price for the combined
transactions was $153 million, including expenses, plus assumption of $3.2
million in debt. $27 million of the purchase price was related to the purchase
of the Shares.
The Acquired Companies primarily are in the commercial aerospace and
defense industry and include Armtec Defense Products Co., Hytek Finishes Co.,
Midcon Cables Co., Republic Electronics Co. and TA Mfg. Co., which are in the
Company's Aerospace and Defense Group, and Korry Electronics Co., which is in
the Instrumentation Group. For additional discussion of the September 27, 1989
acquisition, see the Company's Form 8-K dated September 27, 1989 and the
amendment thereto on Form 8 dated November 22, 1989.
On March 30, 1992 the Company sold substantially all of the assets of
Hollis Automation Co., an Esterline subsidiary which was not significant to the
Company as a whole in terms of operations or financial condition. Hollis was
in the Company's Automation Group.
In the fourth quarter of 1993, the Company recorded a $40.6 million
restructuring charge ($27.2 million net of income tax effect). It provided for
the sale or shutdown of certain small operations in each of the Company's three
business segments. On a pretax basis, $21.1 million of the restructuring
charge related to the Aerospace and Defense Group, $8.9 million to the
Instrumentation Group and $8.4 million to the Automation Group. The affected
operations represented approximately 10% of the Company's fiscal 1993 sales.
The charge further provides for the consolidation of plants and product lines,
including employee severance, write-off of intangible assets which no longer
have value and the write-down and sale of two vacant facilities.
(b) Financial Information About Industry Segments.
A summary of net sales to unaffiliated customers, operating earnings
and identifiable assets attributable to the Company's business segments for the
fiscal years ended October 31, 1993, 1992 and 1991 is incorporated herein by
reference to Note 12 to the Company's Consolidated Financial Statements on
pages 28 and 29 of the Annual Report to Shareholders for the fiscal year ended
October 31, 1993.
(c) Narrative Description of Business.
The Company consists of 14 individual businesses whose results can
vary widely based on a number of factors, including domestic and foreign
economic conditions and developments affecting the specific industries and
customers they serve. The products sold by most of these businesses represent
capital investment by either the initial customer or the ultimate end user.
Also, a significant portion of the sales and profitability of some Company
businesses is derived from defense and other government contracts or the
commercial aircraft industry. Changes in general economic conditions or
conditions in specific industries, capital acquisition cycles, and government
policies, collectively or individually, can have a significant effect on the
Company's performance.
Specific comments covering all of the Company's fiscal 1993 business
segments and operating units are set forth below.
3
AUTOMATION GROUP
This Group produces and markets automated manufacturing equipment for
the printed circuit board manufacturing industry (principally computer,
telecommunications and automotive equipment); and automated metal fabrication
equipment for transportation, heavy equipment and other related markets.
Excellon Automation produces automated equipment for fabrication of
printed circuit boards for the electronics industry. Its products are
primarily drilling machines, driller/routers, programmers and editors, and
networking systems. Excellon's products emphasize productivity and are
designed to provide a highly efficient automated production system for printed
circuit board manufacturers. Excellon's latest development involves autoload
systems for its equipment which integrates multiple spindle microdrilling of
circuit boards with automatic board loading and unloading capabilities.
Excellon products are sold worldwide to the printed circuit board
manufacturing industry, including both large and small electronics equipment
manufacturers as well as component manufacturers, independent circuit board
fabricators and custom drilling operations.
In fiscal 1993, 1992 and 1991, printed circuit board drilling
equipment accounted for 16%, 12% and 12%, respectively, of the Company's
consolidated net sales.
Tulon produces tungsten carbide drill and router bits for use in
printed circuit board drilling equipment. Tulon utilizes computerized
equipment which automatically inspects drill bits and provides the product
consistency customers need for higher-technology drilling.
W.A. Whitney produces automated equipment for the fabrication of
structural steel, sheet metal and plate components and related
material-handling equipment. This equipment performs such functions as
punching, cutting, shearing and tapping. W.A. Whitney historically has
specialized in equipment for punching and cutting heavier plate metal,
utilizing plasma-arc air torch systems and hydraulic punching. Its customers
consist principally of large metal fabricators, such as truck, farm implement
and construction equipment manufacturers, and a wide range of independent
fabricators. W.A. Whitney has also developed machines for the lighter gauge
market which includes industries such as food service equipment, medical
equipment and computer manufacturers.
W.A. Whitney also produces a line of specialized screw machine and
turret lathe tooling attachments under the Boyar-Schultz name. These products
are sold to a wide range of customers primarily for use in tool room and
production operations.
Equipment Sales Co. acts as a sales representative principally for a
manufacturer of high-speed assembly equipment for the printed circuit board
industry.
At October 31, 1993, the backlog of the Automation Group (of which
$600,000 is expected to be filled after fiscal 1994) was $9.2 million compared
with $14.8 million one year earlier. The decrease is primarily due to low
incoming order levels in recent months at Excellon Automation.
4
AEROSPACE AND DEFENSE GROUP
This Group provides a broad range of measuring and sensing devices,
high-performance elastomers and clamping systems, and specialized metal
finishing principally for commercial aircraft and jet engine manufacturers;
also combustible ammunition components and electronic warfare and radar
simulation equipment for both domestic and foreign defense agencies.
Armtec Defense Products manufactures molded fiber cartridge cases,
mortar increments and other combustible ammunition components for the United
States armed forces and domestic and foreign defense contractors. Armtec
currently is the sole U.S. producer of combustible ordnance, including the
120mm combustible case used on the main armament system on the Army's M-1A1
tank and of 120mm, 81mm and 60mm combustible mortar increments for the U.S.
Army. The majority of Armtec's sales are to ordnance suppliers to the U.S.
Armed Forces.
In fiscal 1993, 1992 and 1991, combustible ordnance components
accounted for 9%, 12% and 10%, respectively, of the Company's consolidated net
sales.
Auxitrol, headquartered in France, manufactures aviation and
industrial thermocouple-based products, liquid level measurement devices for
ships and storage tanks, pneumatic accessories (including pressure gauges and
regulators) and industrial alarms, as well as electrical penetration devices
and alarm systems for European and other foreign nuclear power plants. This
subsidiary also distributes products manufactured by others, including valves,
temperature and pressure switches and flow gauges. The markets served by
Auxitrol principally consist of aircraft manufacturers, shipbuilders, petroleum
companies, process industries and electric utilities. During the year,
Auxitrol acquired the temperature and pressure sensing product lines of a
competitor increasing its market share, and added pressure sensing technology
to its product line. Auxitrol has a joint venture with a Russian company to
facilitate use of Auxitrol technology in retrofitting the aging nuclear plants
in Eastern Europe. Exhaust gas temperature sensing equipment for a jet engine
manufacturer constitute a significant portion of Auxitrol's sales.
Hytek Finishes provides complete metal finishing and inspection
services, including plating, anodizing, polishing, non- destructive testing and
organic coatings, primarily to the commercial aircraft, aerospace and
electronics markets. Hytek recently has installed an automated tin-lead
plating line, employing the latest automated plating technology, to serve the
semi-conductor industry.
Midcon Cables manufactures electronic and electrical cable assemblies
and wiring harnesses for the military, government contractors and the
commercial electronics market, offering both product design services and
assembly of product to customer specifications.
Republic Electronics manufactures radar environmental simulators,
tactical air navigation (TACAN) test equipment, identification friend or foe
(IFF) interrogator test equipment, precision distance measuring equipment
(PDME) test set simulators, electronic warfare simulators, and related support
equipment for both U.S. and foreign commercial and military customers.
TA Mfg. designs and manufactures systems installation components such
as clamps, line blocks and brackets for airframe and engine manufacturers as
well as military and commercial airline aftermarkets. TA's products include
elastomers which are specifically formulated for various applications,
including high-temperature environments.
At October 31, 1993, the backlog of the Aerospace and Defense Group
(of which $9.2 million is expected to be filled after fiscal 1994) was $40.8
million, compared with $58.9 million one year earlier. The decrease occurred
primarily at Armtec Defense Products and Auxitrol and was due to the timing of
the receipt of orders at both companies coupled with reduced levels of U.S.
Army ordnance purchases.
5
INSTRUMENTATION GROUP
This Group designs and manufactures a variety of sophisticated meters,
switches and indicators, panels and keyboards, gauges, control components, and
measurement and analysis equipment for public utilities, industrial
manufacturers, and suppliers and operators of commercial and military aircraft
components.
Angus Electronics manufactures recording instruments together with
other analytical and process monitoring instrumentation. These include analog
strip chart and digital printout recorders as well as electronic and
multi-channel microprocessor-based recording equipment. Customers of Angus
Electronics include industrial equipment manufacturers, electric utilities,
scientific laboratories, pharmaceutical manufacturers and process industries.
Korry Electronics manufactures high-reliability, lighted
electromechanical components such as switches and indicators, and panels and
keyboards which act as man-machine interfaces in a broad variety of control and
display applications. Korry's customers include original equipment
manufacturers and the aftermarkets (equipment operators and spare parts
distributors), primarily in the commercial aviation, general aviation, military
airborne, ground-based military equipment and shipboard military equipment
markets. A significant portion of Korry's sales are to suppliers of military
equipment to the U.S. Government and to a commercial aircraft manufacturer.
Korry established a sales office in France during the year.
Scientific Columbus (formerly Jemtec Electronics) produces analog and
digital meters, electrical transducers and instruments for the monitoring,
controlling and billing of electrical power. Included among these products are
solid-state devices for calibration of electric utility instrumentation and a
line of solid state-meters, including programmable multi-function billing
meters. The latest products of Scientific Columbus are multi-function,
microprocessor-based meters which offer a broad range of features on a modular
basis. Scientific Columbus' products are sold to electrical utilities and
industrial power users.
Federal Products manufactures a broad line of analog and digital
dimensional and surface measurement and inspection instruments and systems for
a wide range of industrial quality control and scientific applications.
Federal also distributes certain products which complement its manufactured
product lines. These products constitute three major business segments:
gauging, which includes dial indicators, air gauges and other precision gauges;
instrumentation, which includes electronic gauges for use where ultra-precision
measurement is required; and engineered products, which include custom-built
and dedicated semi- automatic and automatic gauging systems. Distributed
products manufactured by others include laser interferometer systems used
primarily to check machine tool calibrations.
Federal Products' equipment is used extensively in precision metal
working. Its customers include the automotive, farm implement, construction
equipment, aerospace, ordnance and bearing industries.
In fiscal 1993, 1992 and 1991, gauge products manufactured by Federal
Products accounted for 13%, 13% and 12%, respectively, of the Company's
consolidated net sales.
At October 31, 1993, the backlog of the Instrumentation Group (of
which $4.6 million is expected to be filled after fiscal 1994) was $24.4
million compared with $23.9 million one year earlier.
6
MARKETING AND DISTRIBUTION
Automation Group products manufactured by Excellon are marketed
domestically principally through employees and in foreign markets through
employees, independent distributors, and affiliated distributors. Tulon
products are marketed in the United States through employees and independent
distributors and elsewhere principally through independent distributors. W.A.
Whitney products are sold principally through independent distributors and
representatives.
Aerospace and Defense Group products manufactured by Auxitrol are
marketed through employees, independent representatives, and an affiliated U.S.
distributor. The products of Armtec Defense Products are marketed domestically
and abroad by employees and independent representatives. Midcon Cables'
products are marketed domestically by employees and independent
representatives. Republic Electronics' products are marketed domestically by
employees and abroad by independent representatives. Hytek's services are
marketed domestically through employees. TA Mfg. products are marketed
domestically and abroad by employees and independent representatives.
Instrumentation Group products manufactured by Angus Electronics are
marketed domestically through employees, independent representatives and
distributors, and abroad through independent representatives and employees of
Esterline's Auxitrol subsidiary. Scientific Columbus' products are sold
through independent representatives. The products of Federal Products are
marketed domestically principally through employees, and in foreign markets
through both employees and independent representatives. Korry Electronics'
products are marketed domestically and abroad principally through employees and
independent representatives.
For most of the Company's products, the maintenance of a service
capability is an integral part of the marketing function.
RESEARCH AND DEVELOPMENT
The Company's subsidiaries conduct product development and design
programs with approximately 175 professional engineers, technicians and support
personnel, supplemented by independent engineering and consulting firms when
needed. In fiscal 1993, approximately $14 million was expended for research,
development and engineering, compared with $13.4 million in 1992 and $16.6
million in 1991.
FOREIGN OPERATIONS
The Company's principal foreign operations consist of manufacturing
facilities of Auxitrol located in France and Spain, a manufacturing facility of
Tulon located in Mexico, and sales and service operations of Excellon located
in England, Germany and Japan. In addition, W.A. Whitney has a small
manufacturing and distribution facility in Italy. For information as to sales,
operating results and assets by geographic area and export sales, reference is
made to Note 1 to the Consolidated Financial Statements on page 20, and Note 12
to the Consolidated Financial Statements on pages 28 and 29, of the Company's
Annual Report to Shareholders for the fiscal year ended October 31, 1993, which
is incorporated herein by reference.
EMPLOYEES
The Company and its subsidiaries had approximately 2,800 employees at
October 31, 1993, a decrease of approximately 300 employees from October 31,
1992.
7
COMPETITION AND PATENTS
The Company's subsidiaries experience varying degrees of competition
with respect to all of their products and services. Most subsidiaries are in
specialized market niches with relatively few competitors. In automated
drilling equipment for printed circuit board manufacturing, Excellon Automation
is a leader in its field and believes it has the largest installed base in the
world of automated drilling machines for the production of printed circuit
boards. In molded fiber cartridge cases, mortar increments and other
combustible ammunition components, Armtec currently is the sole supplier to the
U.S. Army. In addition, Hytek is one of the largest metal finishers on the
West Coast, and Korry Electronics, Federal Products, W.A. Whitney, and TA Mfg.
are among the leaders in their respective markets.
The Company's subsidiaries generally compete with many larger
companies with substantially greater volume and financial resources. The
Company believes the main competitive factors for the Company's products is
product performance and service. Overall, the Company believes its ongoing
product development and design programs, coupled with a strong customer service
orientation, keep its various product groups competitive in the marketplace.
The subsidiaries hold a number of patents but in general rely on
technical superiority, exclusive features in their equipment and marketing and
service to customers to meet competition. Patents and licenses which help
maintain a significant advantage over competition include the patents covering
a switch mechanism which Korry uses in its integrated panel product line, and a
long-term license agreement under which Auxitrol manufactures and sells
electrical penetration assemblies.
SOURCES AND AVAILABILITY OF RAW MATERIALS AND COMPONENTS
The Company's subsidiaries are not materially dependent for their raw
materials and components upon any one source of supply except for certain
components and supplies such as plasma torches, CNC controls and hydraulic
components purchased by W.A. Whitney and certain other raw materials and
components purchased by other subsidiaries. In such instances, ongoing efforts
are conducted to develop alternative sources or designs to help avoid the
possibility of any business impairment.
(d) Financial Information About Foreign and Domestic Operations
and Export Sales.
See "Foreign Operations" above.
8
ITEM 2. PROPERTIES
The following table summarizes the principal properties owned or
leased by the Company and its subsidiaries as of October 31, 1993:
Approximate
Type of Number of Owned
Location Facility Square Feet or Leased
- -------- ------------------- ----------- ---------
Coachella, CA Office and Plant (D) 108,000 Owned
Columbus, OH Office and Plant (I) 40,000 Owned
Gardena, CA Office and Plant (A) 18,000 Leased
Glendale, CA Office and Plant (D) 45,000 Leased
Hauppauge, NY Office and Plant (D) 50,000 Owned
Indianapolis, IN Office and Plant (I) 63,000 Owned
Joplin, MO Office and Plant (D) 92,000 Owned
Kent, WA Office and Plant (D) 93,000 Owned
Rancho Cucamonga, CA Office and Plant (A) 33,000 Owned
Providence, RI Office and Plant (I) 166,000 Owned
Rockford, IL Office and Plant (A) 257,000 Owned
Seattle, WA Office and Plant (I) 100,000 Leased
Torrance, CA Office and Plant (A) 149,000 Leased
Bourges, France Plant (D) 57,000 Owned
Dietzenbach, Germany Office and Service
Facility (A) 32,000 Leased
Rustington, England Office and Service
Facility(A) 18,000 Leased
Guadalajara, Mexico Office and Plant (A) 40,000 Leased
Torino, Italy Office and Plant (A) 20,000 Leased
Torrejon de Ardoz,
Spain Office and Plant (D) 17,000 Owned
The Company group (business segment) operating each facility described
above is indicated by the letter following the description of the facility, as
follows:
(A) - Automation
(D) - Aerospace and Defense
(I) - Instrumentation
In addition to the properties listed above, a 44,000 square foot
facility in Torrance, CA and a 64,000 square foot facility in Nashua, NH are
owned by the Company and planned for sale. Liabilities have been accrued for
environmental remediation costs expected to be incurred in the disposition of
the Nashua facility.
In the opinion of the management of the Company, the subsidiaries'
plants and equipment are in good condition, adequate for current operations and
provide sufficient capacity for up to 25% expansion at most locations.
9
ITEM 3. LEGAL PROCEEDINGS
In late 1992, Korry Electronics received a subpoena for records from
the Department of Defense, Office of the Inspector General, and became aware of
a government investigation focusing on whether Korry properly certified that
certain switches used in military equipment were in compliance with applicable
specifications and testing standards. The Company has supplied records
requested in the subpoena and is engaged in discussions with government
officials. The investigation remains open, but the Company currently believes
that this matter will not have a material adverse affect on its financial
position or results of operations.
The Company has various lawsuits, claims, investigations and
contingent liabilities arising from the conduct of business, including those
associated with government contracting activities, 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year ended October 31, 1993.
10
EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of all executive officers of the Company and the
positions and offices held by such persons as of January 21, 1994 are as
follows:
Name Age Position with the Company
- ---- --- -------------------------
Wendell P. Hurlbut 62 Chairman of the Board, President and Chief Executive Officer
Robert W. Stevenson 54 Executive Vice President and Chief Financial
Officer, Secretary and Treasurer
Robert W. Cremin 53 Senior Vice President and Group Executive
Larry A. Kring 53 Group Vice President
Stephen R. Larson 49 Group Vice President
Lee Zuker 60 Group Vice President
Marcia J. M. Greenberg 41 Vice President, Human Relations
Harold S. Meden 65 Vice President, Corporate Development
Victor Thompson 59 Vice President and Controller
Mr. Hurlbut has been Chairman of the Board, President and Chief
Executive Officer since January 1993. From February 1989 to December 1992, he
was President and Chief Executive Officer. From May 1988 to February 1989, he
was President and Chief Operating Officer.
Mr. Stevenson has been Executive Vice President and Chief Financial
Officer, Secretary and Treasurer since October 1987.
Mr. Cremin has been Senior Vice President and Group Executive since
December 1990. From October 1987 to December 1990, he was Group Vice
President.
Mr. Kring has been Group Vice President since August 1993. For more
than five years prior to that date, he was President of Heath Tecna Aerospace
Co., a unit of Ciba Composites Division, Anaheim, California.
Mr. Larson has been Group Vice President since April 1991. For more
than five years prior to that date, he held various executive positions with
Korry Electronics, including President and Executive Vice President, Marketing.
Mr. Zuker has been Group Vice President since March 1988.
Ms. Greenberg has been Vice President, Human Relations since March
1993. For more than five years prior to that date, she was a partner in the
law firm of Bogle & Gates, Seattle, Washington.
Mr. Meden has been Vice President, Corporate Development since October
1987.
Mr. Thompson has been Vice President and Controller since October 1987.
11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following information which appears in the Company's Annual Report
to Shareholders for fiscal 1993 is hereby incorporated by reference:
(a) The high and low market prices of the Company's common stock
for each quarterly period during the fiscal years ended
October 31, 1993 and 1992, respectively (page 15 of the Annual
Report to Shareholders).
(b) The approximate number of holders of common stock (page 15 of
the Annual Report to Shareholders).
(c) Restrictions on the ability to pay future cash dividends (Note
4 to Consolidated Financial Statements, pages 21 and 22 of the
Annual Report to Shareholders).
No cash dividends were paid during the fiscal years ended October 31,
1993 and 1992 as the Company continued its policy of retaining all internally
generated funds to support the long-term growth of the Company and to retire
debt obligations.
The principal market for the Company's common stock is the New York
Stock Exchange.
ITEM 6. SELECTED FINANCIAL DATA
The Company hereby incorporates by reference the Selected Financial
Data of the Company which appears on page 15 of the Company's Annual Report to
Shareholders for fiscal 1993.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company hereby incorporates by reference Management's Discussion
and Analysis of Results of Operations and Financial Condition which is set
forth on pages 12, 13 and 14 of the Company's Annual Report to Shareholders for
fiscal 1993.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company hereby incorporates by reference the Consolidated
Financial Statements and the report thereon of Deloitte & Touche, dated
December 17, 1993, which appear on pages 16 - 31 of the Company's Annual Report
to Shareholders for fiscal 1993, including Note 13, page 30, which contains
unaudited quarterly financial data.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors.
The Company hereby incorporates by reference the information set forth
under "Election of Directors" in the definitive form of the Company's Proxy
Statement, relating to its Annual Meeting of Shareholders to be held on March
30, 1994, to be filed with the Securities and Exchange Commission and the New
York Stock Exchange on or before February 10, 1994.
(b) Executive Officers.
Information concerning the Company's executive officers may be found
in Part I of this Report following Item 4.
ITEM 11. EXECUTIVE COMPENSATION
The Company hereby incorporates by reference the information set forth
under "Executive Compensation" in the definitive form of the Company's Proxy
Statement, relating to its Annual Meeting of Shareholders to be held on March
30, 1994, to be filed with the Securities and Exchange Commission and the New
York Stock Exchange on or about February 10, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company hereby incorporates by reference the information with
respect to stock ownership set forth under "Security Ownership of Certain
Beneficial Owners and Management" in the definitive form of the Company's Proxy
Statement, relating to its Annual Meeting of Shareholders to be held on March
30, 1994, to be filed with the Securities and Exchange Commission and the New
York Stock Exchange on or about February 10, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements.
The following consolidated financial statements, together with the
report thereon of Deloitte & Touche, dated December 17, 1993, appearing on
pages 16 - 31 of the Company's Annual Report to Shareholders for fiscal 1993,
are hereby incorporated by reference:
Annual Report
Page Number
-------------
Report of Independent Auditors . . . . . . . . . . . . . . . . 31
Consolidated Balance Sheet--October 31, 1993 and 1992 . . . . 17
Consolidated Statement of Operations--Years ended
October 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . 16
Consolidated Statement of Shareholders' Equity--Years ended
October 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . 19
Consolidated Statement of Cash Flows--Years ended
October 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . 18
Notes to Consolidated Financial Statements . . . . . . . . . . 20 - 30
(a) (2) Financial Statement Schedules.
The following additional financial data should be read in conjunction
with the consolidated financial statements in the Annual Report to Shareholders
for the fiscal year ended October 31, 1993:
Independent Auditors' Report
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation of Property, Plant
and Equipment
Schedule VIII -- Valuation and Qualifying Accounts and Reserves
Schedule IX -- Short-Term Borrowings
Schedule X -- Supplementary Income Statement Information
14
(a) (3) Exhibits.
Exhibit
Number Exhibit
------ -------
3.1 Composite Restated Certificate of Incorporation of the Company as amended by Certificate of
Amendment dated March 14, 1990. (Incorporated by reference to Exhibit 19 to 10-Q Report
for the quarter ended July 31, 1990.)
3.2 By-laws of the Company, as amended and restated December 15, 1988. (Incorporated by reference to
Exhibit 3.2 to 10-K Report for the fiscal year ended October 31, 1988.)
4.1 Indenture, dated as of October 1, 1980, among Esterline International Finance N.V., the Company
and Manufacturers Hanover Trust Company, relating to 8-1/4% Convertible Subordinated
Guaranteed Debentures due 1995 of Esterline International Finance N.V., convertible into
Common Stock of the Company. (Incorporated by reference to Exhibit 4.1 to 10-K Report for
the fiscal year ended October 31, 1980.) Registrant undertakes to furnish to the
Commission, upon request, a copy of any other instrument defining the rights of long-term
debt of the Registrant and all of its subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed.
4.2 Form of Rights Agreement, dated as of December 9, 1992, between the Company and Chemical Bank,
which includes as Exhibit A thereto the form of Certificate of Designation, Preferences
and Rights of Series A Serial Preferred Stock and as Exhibit B thereto the form of Rights
Certificate (Incorporated by reference to Exhibit 1 to the Registration Statement to Form
8-A filed December 17, 1992.)
10.1 Amendment of Lease and Agreement, dated March 11, 1959, between the City of Torrance, California,
and Longren Aircraft Company, Inc., as original lessee; Lease, dated July 1, 1959, between
the City of Torrance and Aeronca Manufacturing Corporation, as original lessee; and
Assignment of Ground Lease, dated September 26, 1985, from Robert G. Harris, as successor
lessee under the foregoing leases, to Excellon Industries, Inc., relating to principal
manufacturing facility of Excellon at 24751 Crenshaw Boulevard, Torrance, California.
(Incorporated by reference to Exhibit 10.1 to 10-K Report for fiscal year ended October
31, 1986.)
10.2 Asset Purchase Agreement dated September 8, 1989 relating to the purchase by Esterline of the
Acquired Companies. (Incorporated by reference to Exhibit 2.1 to Form 8-K dated September
27, 1989).
10.3 Stock Purchase Agreement dated September 8, 1989 relating to the purchase by Esterline of shares
of its common stock from a group of affiliated shareholders. (Incorporated by reference
to Exhibit 2.2 to Form 8-K dated September 27, 1989.)
15
Exhibit
Number Exhibit
------ -------
10.4 Industrial Lease dated July 17, 1984 between Dexter Avenue Associates and Korry Electronics Co.,
First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20,
1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option
Exercise dated January 7, 1991, relating to the manufacturing facility of Korry
Electronics at 901 Dexter Avenue N., Seattle, Washington. (Incorporated by reference to
Exhibit 10.4 to 10-K Report for the fiscal year ended October 31, 1991.)
10.5 Industrial Lease dated July 17, 1984 between 801 Dexter Associates and Korry Electronics Co.,
First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20,
1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option
Exercise dated January 7, 1991, relating to the manufacturing facility of Korry
Electronics at 801 Dexter Avenue N., Seattle Washington. (Incorporated by reference to
Exhibit 10.5 to 10-K Report for the fiscal year ended October 31, 1991.)
10.7 Amended and Restated Credit Agreement executed as of January 25, 1991 dated and effective as of
September 18, 1989 between Esterline Corporation, certain of its subsidiaries, various
financial institutions and Continental Bank N.A. as Agent. (Incorporated by reference to
Exhibit 10.7 to 10-K Report for the fiscal year ended October 31, 1990.)
10.8 Amendment, dated as of August 6, 1992, among Esterline Technologies Corporation, certain of its
subsidiaries, various financial institutions and Continental Bank N.A., as agent, to that
certain Amended and Restated Credit Agreement, executed as of January 25, 1991 and dated
and effective as of September 18, 1989, among Esterline Corporation, certain of its
subsidiaries, certain financial institutions and Continental Bank N.A., as agent.
(Incorporated by reference to Exhibit 10.8 to 10-Q Report for the quarter ended July 31,
1992.)
10.8a Amendment, dated as of October 31, 1993, among Esterline Technologies Corporation, certain
of its subsidiaries, various financial institutions and Continental Bank N.A., as agent,
to that certain Amended and Restated Credit Agreement, executed as of January 25, 1991 and
dated and effective as of September 18, 1989 and amended August 6, 1992, among Esterline
Corporation, certain of its subsidiaries, certain financial institutions and Continental
Bank N.A., as agent.
10.9 Note Agreement, dated as of July 15, 1992, among Esterline Technologies Corporation, certain of
its subsidiaries, The Northwestern Mutual Life Insurance Company and New England Mutual
Life Insurance Company relating to 8.75% Senior Notes due July 30, 2002 of Esterline
Technologies Corporation and certain of its subsidiaries. (Incorporated by reference to
Exhibit 10.9 to 10-Q Report for the quarter ended July 31, 1992.)
10.9a Amendment to Note Agreement, executed as of October 31, 1993, to that certain Note
Agreement, dated and effective as of July 15, 1992 , among Esterline Technologies
Corporation, certain of its subsidiaries, The Northwestern Mutual Life Insurance Company
and New England Mutual Life Insurance Company relating to 8.75% Senior Notes due July 30,
2002 of Esterline Technologies Corporation and certain of its subsidiaries.
16
Exhibit
Number Exhibit
------ -------
10.10 Compensation of Directors. (Incorporated by reference to first paragraph under "Other
Information as to Directors" in the definitive form of the Company's Proxy Statement,
relating to its 1994 Annual Meeting of Shareholders to be held on March 30, 1994, to be
filed with the Securities and Exchange Commission and the New York Stock Exchange on or
before February 10, 1994.)
10.14 Stock Option Plan for Carroll M. Martenson. (Incorporated by reference to Exhibit B to
the Company's Proxy Statement dated February 9, 1988.)
10.14a Certificate of Grant of Option pursuant to Stock Option Plan for Carroll M. Martenson.
(Incorporated by reference to Exhibit 10.14a to 10-K Report for the fiscal year ended
October 31, 1991.)
10.14b Amendment to Certificate of Grant of Option pursuant to Stock Option Plan for Carroll M.
Martenson. (Incorporated by reference to Exhibit 10.14b to 10-K Report for the fiscal
year ended October 31, 1991.)
11 Schedule setting forth computation of earnings per share for the five fiscal years ended October
31, 1993.
13 Annual Report to Shareholders for the fiscal year ended October 31, 1993. (Not filed as part of
this Report except for those portions thereof incorporated by reference herein.)
21 List of subsidiaries.
23.1 Consent of Deloitte & Touche.
Exhibit
Number Management Contracts or Compensatory Plans or Arrangements
------ ----------------------------------------------------------
10.13 Amended and Restated 1987 Stock Option Plan. (Incorporated by reference to Exhibit 10.13
to 10-Q Report for the quarter ended January 31, 1992.)
10.15 Esterline Corporation Supplemental Retirement Income Plan for Key Executives.
(Incorporated by reference to Exhibit 10.15 to 10-K Report for the fiscal year ended
October 31, 1989.)
10.16a Esterline Corporation Long-Term Incentive Compensation Plan, Fiscal Years 1990 through
1993, as amended September 1991. (Incorporated by reference to Exhibit 10.16a to 10-K
Report for the fiscal year ended October 31, 1992.)
10.16b Esterline Corporation Long-Term Incentive Compensation Plan, Fiscal Years 1992 through
1995. (Incorporated by reference to Exhibit 10.16b to 10-K Report for the fiscal year
ended October 31, 1992.)
10.16c Esterline Corporation Long-Term Incentive Compensation Plan, Fiscal Years 1993 through
1996.
17
Exhibit
Number Management Contracts or Compensatory Plans or Arrangements
------ ----------------------------------------------------------
10.19 Executive Officer Termination Protection Agreement. (Incorporated by reference to Exhibit
10.19 to 10-K Report for the fiscal year ended
October 31, 1992.)
10.20a Esterline Technologies Corporation Corporate Management Incentive Compensation Plan for
fiscal year 1993.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of fiscal
1993.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ESTERLINE TECHNOLOGIES CORPORATION
(Registrant)
By /s/ Robert W. Stevenson
------------------------
Robert W. Stevenson
Executive Vice President and
Chief Financial Officer, Secretary and
Treasurer (Principal Financial and
Accounting Officer)
Dated: January 31, 1994
-----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Wendell P. Hurlbut January 31, 1994
- ---------------------- Director, Chairman of the ----------------
(Wendell P. Hurlbut) Board, President and
Chief Executive Officer
(Principal Executive
Officer)
/s/ Robert W. Stevenson January 31, 1994
- ----------------------- Executive Vice President ----------------
(Robert W. Stevenson) and Chief Financial
Officer, Secretary and
Treasurer (Principal
Financial and Accounting
Officer)
19
/s/ Gilbert W. Anderson Director January 31, 1994
- ----------------------- ----------------
(Gilbert W. Anderson)
/s/ John F. Clearman Director January 31, 1994
- -------------------- ----------------
(John F. Clearman)
/s/ Edwin I. Colodny Director January 31, 1994
- -------------------- ----------------
(Edwin I. Colodny)
/s/ Edward H. Cooley Director January 31, 1994
- -------------------- ----------------
(Edward H. Cooley)
/s/ E. John Finn Director January 31, 1994
- ---------------- ----------------
(E. John Finn)
/s/ Robert F. Goldhammer Director January 31, 1994
- ------------------------ ----------------
(Robert F. Goldhammer)
/s/ Jerome J. Meyer Director January 31, 1994
- ------------------- ----------------
(Jerome J. Meyer)
/s/ Paul G. Schloemer Director January 31, 1994
- --------------------- ----------------
(Paul G. Schloemer)
/s/ Malcolm T. Stamper Director January 31, 1994
- ---------------------- ----------------
(Malcolm T. Stamper)
20
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Esterline Technologies Corporation
Bellevue, Washington
We have audited the financial statements of Esterline Technologies Corporation
as of October 31, 1993 and 1992, and for each of the three years in the period
ended October 31, 1993, and have issued our report thereon dated December 17,
1993; such financial statements and report are included in your 1993 Annual
Report to Shareholders and are incorporated herein by reference. Our audits
also included the financial statement schedules of Esterline Technologies
Corporation, listed in Item 14. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
/s/ Deloitte & Touche
- ----------------------
Deloitte & Touche
Seattle, Washington
December 17, 1993
21
ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
(in thousands)
For Years Ended October 31, 1993 and 1992
Balance at Retirements Balance at
Classification October 31, 1992 Additions and Other (1) October 31, 1993
- -------------- ---------------- --------- ------------- ----------------
Land $ 6,905 $ -- $ (2,072) $ 4,833
Buildings 49,365 878 (5,926) 44,317
Machinery and Equipment 90,418 8,678 (7,355) 91,741
-------- ------- --------- --------
$146,688 $ 9,556 $ (15,353) $140,891
======== ======= ========== ========
Balance at Retirements Balance at
Classification October 31, 1991 Additions and Other October 31, 1992
- -------------- ---------------- --------- ------------- ----------------
Land $ 8,281 --- $ (1,376) $ 6,905
Buildings 52,140 1,014 (3,789) 49,365
Machinery and Equipment 87,978 9,748 (7,308) 90,418
-------- -------- -------- --------
$148,399 $10,762 $(12,473) $146,688
======== ======= ======== ========
(1) Includes the related effects of the FY 1993 restructuring.
ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE VI--ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
(in thousands)
For Years Ended October 31, 1993 and 1992
Additions
Balance at Charged Retirements Balance at
Classification October 31, 1992 to Income and Other October 31, 1993
- -------------- ---------------- ---------- -------------- ----------------
Buildings $ 19,172 $ 2,091 $ (302) $ 20,961
Machinery and Equipment 55,694 11,668 (3,997) 63,365
-------- ------- -------- --------
$ 74,866 $13,759 $ (4,299) $ 84,326
======== ======= ======== ========
Additions
Balance at Charged Retirements Balance at
Classification October 31, 1992 to Income and Other October 31, 1993
- -------------- ---------------- ---------- -------------- ----------------
Buildings $ 18,248 $ 2,126 $ (1,202) $ 19,172
Machinery and Equipment 49,524 11,913 (5,743) 55,694
-------- ------- -------- --------
$ 67,772 $14,039 $ (6,945) $ 74,866
======== ======= ======== ========
22
ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(in thousands)
For Years Ended October 31, 1993, 1992 and 1991
Deduction for
Balance at Additions Purpose for Balance
Beginning Charged which Reserve at End
Description of Year to Income was Created of Year
----------- ---------- ----------- -------------- -------
Reserve for doubtful
accounts receivable
Year Ended October 31
---------------------
1993 $2,314 $ 668 $(565) $2,417
====== ====== ===== ======
1992 $2,078 $ 916 $(680) $2,314
====== ====== ===== ======
1991 $2,308 $ 621 $(851) $2,078
====== ====== ===== ======
Restructuring reserves related to
accounts receivable and inventory
Year Ended October 31
- ---------------------
1993 $ --- $3,890 $ --- $3,890
====== ====== ====== ======
1992 $ --- $ --- $ --- $ ---
====== ====== ====== ======
1991 $ --- $ --- $ --- $ ---
====== ====== ====== ======
23
ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE IX--SHORT-TERM BORROWINGS
(in thousands)
October 31, 1993 Year Ended October 31, 1993
----------------------------- ---------------------------------------------------
Weighted Maximum Average Weighted
Balance Average Amount Amount Average
Category Outstanding Interest Rate Outstanding Outstanding(3) Interest Rate(4)
-------- ----------- ------------- ----------- -------------- ----------------
Domestic banks (1) $ --- N/A $ 3,500 $ 400 6.6%
Foreign banks (2) 5,157 8.8% 5,200 3,700 9.5%
------
$5,157
======
October 31, 1992 Year Ended October 31, 1992
----------------------------- ---------------------------------------------------
Weighted Maximum Average Weighted
Balance Average Amount Amount Average
Category Outstanding Interest Rate Outstanding Outstanding(3) Interest Rate(4)
-------- ----------- ------------- ----------- -------------- ----------------
Domestic banks (1) $ --- N/A $12,000 $6,700 6.6%
Foreign banks (2) 2,843 10.1% 5,600 4,300 11.7%
-------
$2,843
======
(1) Borrowings are under a line of credit of $35 million.
(2) Borrowings are made by foreign subsidiaries from a number of banks
located in countries in which the subsidiaries have operations.
(3) Determined by averaging the borrowings outstanding at each month-end
during the fiscal year.
(4) Determined by averaging interest rates at each month-end during the
fiscal year.
ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE X-- SUPPLEMENTARY INCOME STATEMENT INFORMATION
(in thousands)
The following items have been charged to costs and expenses as stated:
For the Years Ended October 31,
-------------------------------
1993 1992 1991
------ ------ ------
Maintenance and repairs $3,816 $4,493 $4,942
Amortization of intangibles
and other assets 5,500 5,784 5,501
The following items have been charged to costs and expenses but do not
individually exceed one per cent of net sales:
Taxes, other than payroll and income taxes
Royalties
Advertising costs
24
ESTERLINE TECHNOLOGIES CORPORATION
Form 10-K Report for Fiscal Year Ended
October 31, 1993
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit Page No.
------ ------- --------
3.1 Composite Restated Certificate of Incorporation
of the Company as amended by Certificate of
Amendment dated March 14, 1990. (Incorporated
by reference to Exhibit 19 to 10-Q Report for
the quarter ended July 31, 1990.)
3.2 By-laws of the Company, as amended and restated
December 15, 1988. (Incorporated by reference
to Exhibit 3.2 to 10-K Report for the fiscal
year ended October 31, 1988.)
4.1 Indenture, dated as of October 1, 1980, among
Esterline International Finance N.V., the
Company and Manufacturers Hanover Trust Company,
relating to 8-1/4% Convertible Subordinated
Guaranteed Debentures due 1995 of Esterline
International Finance N.V., convertible into
Common Stock of the Company. (Incorporated
by reference to Exhibit 4.1 to 10-K Report
for the fiscal year ended October 31, 1980.)
Registrant undertakes to furnish to the
Commission, upon request, a copy of any other
instrument defining the rights of long-term
debt of the Registrant and all of its subsidiaries
for which consolidated or unconsolidated
financial statements are required to be
filed.
4.2 Form of Rights Agreement, dated as of December
9,1992, between the Company and Chemical Bank,
which includes as Exhibit A thereto the form of
Certificate of Designation, Preferences and Rights
of Series A Serial Preferred Stock and as Exhibit
B thereto the form of Rights Certificate
(Incorporated by reference to Exhibit 1
to the Registration Statement to Form 8-A
filed December 17, 1992.)
25
Exhibit
Number Exhibit Page No.
------ ------- --------
10.1 Amendment of Lease and Agreement, dated
March 11, 1959, between the City of Torrance,
California, and Longren Aircraft Company, Inc.,
as original lessee; Lease, dated July 1, 1959,
between the City of Torrance and Aeronca
Manufacturing Corporation, as original lessee;
and Assignment of Ground Lease, dated September 26,
1985, from Robert G. Harris, as successor lessee
under the foregoing leases, to Excellon Industries,
Inc., relating to principal manufacturing facility
of Excellon at 24751 Crenshaw Boulevard, Torrance,
California. (Incorporated by reference to
Exhibit 10.1 to 10-K Report for fiscal year
ended October 31, 1986.)
10.2 Asset Purchase Agreement dated September 8, 1989
relating to the purchase by Esterline of the
Acquired Companies. (Incorporated by reference
to Exhibit 2.1 to Form 8-K dated September 27,
1989.)
10.3 Stock Purchase Agreement dated September 8, 1989
relating to the purchase by Esterline of shares
of its common stock from a group of affiliated
shareholders. (Incorporated by reference to
Exhibit 2.2 to Form 8-K dated September 27, 1989.)
10.4 Industrial Lease dated July 17, 1984 between Dexter
Avenue Associates and Korry Electronics Co.,
First Amendment to Lease dated May 10, 1985, Second
Amendment to Lease dated June 20, 1986, Third
Amendment to Lease dated September 1, 1987, and
Notification of Option Exercise dated January 7,
1991, relating to the manufacturing facility of
Korry Electronics at 901 Dexter Avenue N., Seattle,
Washington. (Incorporated by reference to Exhibit
10.4 to 10-K Report for the fiscal year ended
October 31, 1991.)
10.5 Industrial Lease dated July 17, 1984 between 801
Dexter Associates and Korry Electronics Co.,
First Amendment to Lease dated May 10, 1985, Second
Amendment to Lease dated June 20, 1986, Third
Amendment to Lease dated September 1, 1987, and
Notification of Option Exercise dated January 7,
1991, relating to the manufacturing facility of
Korry Electronics at 801 Dexter Avenue N., Seattle,
Washington. (Incorporated by reference to Exhibit
10.5 to 10-K Report for the fiscal year ended
October 31, 1991.)
26
Exhibit
Number Exhibit Page No.
------ ------- --------
10.7 Amended and Restated Credit Agreement executed
as of January 25, 1991 dated and effective as of
September 18, 1989 between Esterline Corporation,
certain of its subsidiaries, various financial
institutions and Continental Bank N.A. as Agent.
(Incorporated by reference to Exhibit 10.7 to 10-K
Report for the fiscal year ended October 31, 1990.)
10.8 Amendment, dated as of August 6, 1992, among
Esterline Technologies Corporation, certain of
its subsidiaries, various financial institutions and
Continental Bank N.A., as agent, to that certain
Amended and Restated Credit Agreement, executed
as of January 25, 1991 and dated and effective as of
September 18, 1989, among Esterline Corporation,
certain of its subsidiaries, certain financial
institutions and Continental Bank N.A., as agent.
(Incorporated by reference to Exhibit 10.8 to 10-Q
Report for the quarter ended July 31, 1992.)
10.8a Amendment, dated as of October 31, 1993, among
Esterline Technologies Corporation, certain of its
subsidiaries, various financial institutions and
Continental Bank N.A., as agent, to that certain
Amended and Restated Credit Agreement, executed
as of January 25, 1991 and dated and effective as
of September 18, 1989 and amended August 6, 1992,
among Esterline Corporation, certain of its
subsidiaries, certain financial institutions
and Continental Bank N.A., as agent. 29
10.9 Note Agreement, dated as of July 15, 1992,
among Esterline Technologies Corporation, certain
of its subsidiaries, The Northwestern Mutual Life
Insurance Company and New England Mutual Life
Insurance Company relating to 8.75% Senior Notes
due July 30, 2002 of Esterline Technologies
Corporation and certain of its subsidiaries.
(Incorporated by reference to Exhibit 10.9 to
10Q Report for the quarter ended July 31, 1992.)
10.9a Amendment to Note Agreement, executed as of
October 31, 1993, to that certain Note Agreement,
dated and effective as of July 15, 1992, among
Esterline Technologies Corporation, certain of its
subsidiaries, The Northwestern Mutual Life Insurance
Company and New England Mutual Life Insurance Company
relating to 8.75% Senior Notes due July 30, 2002
of Esterline Technologies Corporation and certain
of its subsidiaries. 39
27
Exhibit
Number Exhibit Page
------ ------- ---
10.10 Compensation of Directors. (Incorporated by
reference to first paragraph under "Other
Information as to Directors" in the definitive
form of the Company's Proxy Statement,
relating to its 1994 Annual Meeting of
Shareholders to be held on March 30, 1994,
to be filed with the Securities and Exchange
Commission and the New York Stock Exchange
on or before February 10, 1994.)
10.14 Stock Option Plan for Carroll M. Martenson.
(Incorporated by reference to Exhibit B
to the Company's Proxy Statement dated
February 9, 1988.)
10.14a Certificate of Grant of Option pursuant to
Stock Option Plan for Carroll M. Martenson.
(Incorporated by reference to Exhibit 10.14a
to 10-K Report for the fiscal year ended
October 31, 1991.)
10.14b Amendment to Certificate of Grant of Option
pursuant to Stock Option Plan for Carroll M.
Martenson. (Incorporated by reference to Exhibit
10.14b to 10-K Report for the fiscal year
ended October 31, 1991.)
11 Schedule setting forth computation of earnings
per share for the five fiscal years ended
October 31, 1993. 54
13 Annual Report to Shareholders for the fiscal
year ended October 31, 1993. (Not filed as
part of this Report except for those portions
thereof incorporated by reference herein.) 56
21 List of subsidiaries. 79
23.1 Consent of Deloitte & Touche. 80
Exhibit Management Contracts or Compensatory Plans
Number or Arrangements Page
- ------ ------------------------------------------ ----
10.13 Amended and Restated 1987 Stock Option Plan.
(Incorporated by reference to Exhibit 10.13
to 10-Q Report for the quarter ended
January 31, 1992.)
10.15 Esterline Corporation Supplemental Retirement
Income Plan for Key Executives. (Incorporated
by reference to Exhibit 10.15 to 10-K Report
for the fiscal year ended October 31, 1989.)
28
Exhibit Management Contracts or Compensatory Plans
Number or Arrangements Page
- ------ ------------------------------------------ ----
10.16a Esterline Corporation Long-Term Incentive
Compensation Plan, Fiscal Years 1990
through 1993, as amended September 1991.
(Incorporated by reference to Exhibit
10.16a to 10-K Report for the fiscal year
ended October 31, 1992.)
10.16b Esterline Corporation Long-Term Incentive
Compensation Plan, Fiscal Years 1992
through 1995. (Incorporated by reference to
Exhibit 10.16b to 10-K Report for the
fiscal year ended October 31, 1992)
10.16c Esterline Corporation Long-Term Incentive
Compensation Plan, Fiscal Years 1993
through 1996. 46
10.19 Executive Officer Termination Protection Agreement.
(Incorporated by reference to Exhibit 10.19 to 10-K
Report for the fiscal year ended October 31, 1992.)
10.20a Esterline Technologies Corporation Corporate
Management Incentive Compensation Plan for
fiscal year 1993. 51