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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________

FORM 10-Q

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

For the quarterly period ended January 31, 2003                                                              

OR

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

For the transition period from _____________________ to ________________________

Commission file number 1-6357

ESTERLINE TECHNOLOGIES CORPORATION
(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 425/453-9400

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          X        No                 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes          X        No                 

As of March 14, 2003, 20,826,585 shares of the issuer's common stock were outstanding.

<PAGE>  1

PART 1 - FINANCIAL INFORMATION

Item 1.      Financial Statements

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of January 31, 2003 and October 25, 2002
(In thousands, except share amounts)

   

January 31,

 

October 25,

   

     2003      

 

     2002     

ASSETS

 

(Unaudited)

   
         

Current Assets

       

    Cash and cash equivalents

 

$    28,344 

 

$    22,511 

    Cash in escrow

 

4,500 

 

3,500 

    Accounts receivable, net of allowances

       

        of $2,592 and $2,700

 

71,711 

 

79,474 

    Inventories

       

        Raw materials and purchased parts

 

38,668 

 

36,152 

        Work in process

 

28,661 

 

24,931 

        Finished goods

 

      10,621 

 

      10,222 

   

77,950 

 

71,305 

         

    Income tax refundable

 

4,942 

 

6,180 

    Deferred income tax benefits

 

21,991 

 

25,069 

    Prepaid expenses

 

        6,629 

 

        6,193 

        Total Current Assets

 

216,067 

 

214,232 

         

Property, Plant and Equipment

 

202,249 

 

195,318 

    Accumulated depreciation

 

     (98,931)

 

     (94,324)

   

103,318 

 

100,994 

         

Net Assets of Discontinued Operations

 

15,097 

 

13,576 

         

Other Non-Current Assets

       

    Goodwill

 

160,023 

 

158,006 

    Intangibles, net

 

65,213 

 

61,497 

    Other assets

 

      22,425 

 

      22,650 

   

$  582,143 

 

$  570,955 

<PAGE>  2

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of January 31, 2003 and October 25, 2002
(In thousands, except share amounts)

   

January 31,

 

October 25,

   

     2003     

 

     2002     

LIABILITIES AND SHAREHOLDERS' EQUITY

 

(Unaudited)

   
         

Current Liabilities

       

    Accounts payable

 

$    18,562 

 

$    28,018 

    Accrued liabilities

 

58,778 

 

64,026 

    Credit facilities

 

14,567 

 

424 

    Current maturities of long-term debt

 

30,418 

 

435 

    Federal and foreign income taxes

 

                - 

 

             92 

        Total Current Liabilities

 

122,325 

 

92,995 

         

Long-Term Liabilities

       

    Long-term debt, net of current maturities

 

72,247 

 

102,133 

    Deferred income taxes

 

22,021 

 

21,386 

         

Commitments and Contingencies

 

 

         

Shareholders' Equity

       

    Common stock, par value $.20 per share,

       

        authorized 60,000,000 shares, issued and

       

        outstanding 20,811,561 and 20,783,068 shares

 

4,162 

 

4,157 

    Additional paid-in capital

 

113,905 

 

113,537 

    Retained earnings

 

248,510 

 

242,667 

    Accumulated other comprehensive loss

 

       (1,027)

 

       (5,920)

        Total Shareholders' Equity

 

    365,550 

 

    354,441 

   

$  582,143 

 

$  570,955 

<PAGE>  3

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended January 31, 2003 and January 25, 2002
(Unaudited)
(In thousands, except per share amounts)

   

      Three Months Ended       

   

January 31,

 

January 25,

   

     2003     

 

     2002     

         

Net Sales

 

$  126,329 

 

$    96,818 

Cost of Sales

 

      87,656 

 

      64,351 

   

38,673 

 

32,467 

         

Expenses

       

    Selling, general & administrative

 

24,417 

 

18,320 

    Research, development & engineering

 

        4,182 

 

        3,039 

        Total Expenses

 

      28,599 

 

      21,359 

         

Operating Earnings From Continuing Operations

 

10,074 

 

11,108 

         

    Other income

 

 

    Interest income

 

(142)

 

(609)

    Interest expense

 

        1,782 

 

        1,789 

Other Expense, Net

 

        1,641 

 

        1,181 

         

Income From Continuing Operations Before Income Taxes

 

8,433 

 

9,927 

Income Tax Expense

 

        2,590 

 

        3,289 

Income From Continuing Operations

 

5,843 

 

6,638 

         

Loss From Discontinued Operations, Net of Tax

 

                - 

 

       (2,293)

         

Earnings Before Cumulative Effect of a Change in

       

    Accounting Principle

 

5,843 

 

4,345 

Cumulative Effect of a Change in Accounting Principle,

       

    Net of Tax

 

                - 

 

       (7,574)

         

Net Earnings (Loss)

 

$      5,843 

 

$     (3,229)

         

Earnings (Loss) Per Share - Basic:

       

    Continuing operations

 

$          .28 

 

$          .32 

    Discontinued operations

 

                - 

 

           (.11)

    Earnings per share before cumulative effect

       

      of a change in accounting principle

 

.28 

 

.21 

    Cumulative effect of a change in accounting principle

 

                - 

 

           (.37)

    Earnings (loss) per share - basic

 

$          .28 

 

$         (.16)

<PAGE>  4

Earnings (Loss) Per Share - Diluted:

       

    Continuing operations

 

$          .28 

 

$          .32 

    Discontinued operations

 

                - 

 

           (.11)

    Earnings per share before cumulative effect

       

      of a change in accounting principle

 

.28 

 

.21 

    Cumulative effect of a change in accounting principle

 

                - 

 

           (.36)

    Earnings (loss) per share - diluted

 

$          .28 

 

$         (.15)

<PAGE>  5

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended January 31, 2003 and January 25, 2002
(Unaudited)
(In thousands)

   

      Three Months Ended       

   

January 31,

 

January 25,

   

     2003     

 

     2002     

         

Cash Flows Provided (Used) by Operating Activities

       

Income from continuing operations, before income taxes

 

$      8,433 

 

$      9,927 

    Adjustments to reconcile pretax income from continuing

       

        operations to net cash provided by continuing operations:

       

        Depreciation and amortization

 

5,497 

 

2,675 

        Working capital changes, net of effect of acquisitions

       

            Accounts receivable

 

11,480 

 

10,572 

            Inventories

 

(2,697)

 

33 

            Prepaid expenses

 

(205)

 

(23)

            Accounts payable

 

(6,461)

 

(5,737)

            Accrued liabilities

 

(7,408)

 

(5,086)

        Other, net

 

           780 

 

           220 

   

9,419 

 

12,581 

         

Income (loss) from discontinued operations, before income taxes

 

(3,342)

    Adjustments to reconcile pretax income from

       

        discontinued operations to net cash provided

       

        by discontinued operations:

       

        Loss on disposal and holding period loss

 

(2,837)

 

        Depreciation and amortization

 

546 

 

766 

        Working capital changes

       

            Accounts receivable

 

(971)

 

1,111 

            Inventories

 

3,068 

 

365 

            Prepaid expenses

 

(394)

 

(203)

            Accounts payable

 

169 

 

(411)

            Accrued liabilities

 

(1,228)

 

(921)

        Other, net

 

        1,280 

 

             79 

   

(367)

 

(2,556)

         

Federal and foreign income taxes refunded (paid)

 

        2,254 

 

          (979)

   

11,306 

 

9,046 

         

Cash Flows Provided (Used) by Investing Activities

       

    Purchases of capital assets

 

(3,666)

 

(4,700)

    Escrow deposit

 

(1,000)

 

    Capital dispositions

 

(82)

 

483 

    Acquisitions of businesses, net of cash acquired

 

     (15,311)

 

                - 

   

(20,059)

 

(4,217)

<PAGE>  6

Cash Flows Provided (Used) by Financing Activities

       

    Net change in credit facilities

 

14,123 

 

979 

    Repayment of long-term obligations

 

          (140)

 

          (249)

   

13,983 

 

730 

         

Effect of Foreign Exchange Rates on Cash

 

           603 

 

          (277)

Net Increase in Cash and Cash Equivalents

 

5,833 

 

5,282 

         

Cash and Cash Equivalents - Beginning of Period

 

      22,511 

 

    119,940 

Cash and Cash Equivalents - End of Period

 

$    28,344 

 

$  125,222 

         

Supplemental Cash Flow Information

       

    Cash Paid for Interest

 

$      3,364 

 

$      3,270 

<PAGE>  7

ESTERLINE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended January 31, 2003 and January 25, 2002

1.

The consolidated balance sheet as of January 31, 2003, the consolidated statement of operations for the three months ended January 31, 2003 and January 25, 2002, and the consolidated statement of cash flows for the three months ended January 31, 2003 and January 25, 2002 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.

   

2.

The notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended October 25, 2002 provide a summary of significant accounting policies and additional financial information that should be read in conjunction with this Form 10-Q.

   

3.

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. The first quarter of fiscal 2003 included fourteen weeks, while the first quarter of fiscal 2002 included thirteen weeks. Moreover, the Company's first fiscal quarter, November through January, includes significant holiday vacation periods in both Europe and North America.

   

4.

The Company's comprehensive income (loss) is as follows:

   
 

(In thousands)

      Three Months Ended       

   

January 31,  

 

January 25,  

   

     2003        

 

     2002       

         
 

Net Earnings (Loss)

$   5,843 

 

$  (3,229)  

 

Change in Fair Value of Derivative Financial

     
 

    Instruments, Net of Tax

(341)

 

(154)  

 

Foreign Currency Translation Adjustment

     5,234 

 

    (1,248)  

 

    Comprehensive Income (Loss)

$ 10,736 

 

$  (4,631)  

   

5.

On July 25, 2002, the Board of Directors adopted a formal plan for the sale of the assets and operations of its Automation segment. As a result, the consolidated financial statements present the Automation segment as a discontinued operation. At October 25, 2002, net assets of discontinued operations were $13,576,000, net of estimated losses from October 26, 2002 to the anticipated disposal date and an estimated loss on disposal. For the three months ended January 31, 2003, actual holding losses aggregated $2,837,000 before tax benefit and were charged against the estimated liability for operating losses to be incurred until disposal.

<PAGE>  8

 

Sales in the Automation segment were $8,991,000 and $8,587,000 for the three months ended January 31, 2003 and January 25, 2002, respectively.

   

6.

The effective tax rate for the first fiscal quarter of 2003 was 30.7% compared with 33.1% for the first quarter of 2002. Both years benefited from various tax credits.

   

7.

Segment information:

   
 

In the third quarter of fiscal 2002, the Company's Board of Directors approved a plan providing for the discontinuance of the Automation segment. In the fourth quarter of fiscal 2002, management redefined the Company's segments to correspond with the way the Company is now organized and managed. Accordingly, business segment information includes the segments of Avionics & Controls, Sensors & Systems and Advanced Materials.

   
 

(In thousands)

      Three Months Ended      

   

January 31,

January 25,

   

     2003     

     2002     

       
 

Sales

   
 

    Avionics & Controls

$    48,336 

$    39,020 

 

    Sensors & Systems

26,160 

21,867 

 

    Advanced Materials

51,624 

35,701 

 

    Other

           209 

           230 

 

        Total Sales

$  126,329 

$    96,818 

       
 

Segment Earnings

   
 

    Avionics & Controls

$      6,429 

$      5,925 

 

    Sensors & Systems

1,192 

2,832 

 

    Advanced Materials

5,694 

5,594 

 

    Other

          (101)

          (437)

 

        Total Segment Earnings

$    13,214 

$    13,914 

       

8.

On December 3, 2002, the Company acquired the net assets of BVR Aero Precision Corporation, a manufacturer of precision gears and electronic data concentrators for $11.3 million in cash. An additional payment of $3.9 million is contingent upon achievement of certain sales levels through fiscal 2006, as defined in the Asset Purchase Agreement. Any additional payment made, when the contingency is resolved, will be accounted for as additional consideration for the acquired assets. The business will be included in the Sensors & Systems segment and will complement five other current operations of the Company.

   
 

In the fourth quarter of fiscal 2002, the Company's Armtec Defense Products Co. subsidiary acquired the Electronic Warfare Passive Expendables Division of BAE SYSTEMS North America radar countermeasures chaff and infrared decoy flare operations for $67.5 million in cash. An additional $3.9 million was payable to the seller based upon the excess $9,361,000 over the Closing Statement in accordance with the Asset Purchase Agreement. The $3.9 million liability was paid during the first quarter of fiscal 2003.

<PAGE>  9

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

Overview

We view and operate our businesses in three segments: Avionics & Controls, Sensors & Systems and Advanced Materials. We discontinued a fourth segment, Automation, in the third quarter of fiscal 2002. We serve primarily aerospace and defense customers with manufactured products such as high-end technology interface systems for commercial and military aircraft, and similar devices for land- and sea-based military vehicles; secure communication systems, specialized medical equipment and other industrial applications; sensors and other components for propulsion and guidance systems; and high-performance elastomers and other complex materials. We are concentrating our efforts to selectively expand our capabilities in markets for these products.

As part of our long-term strategic direction, we strive to anticipate the needs of our customers and to respond to such needs with comprehensive solutions worldwide. This effort focuses on continual research and new product development, acquisitions, and establishing strategic realignments of operations to expand the capability to offer a more extensive product line to each customer through a single contact. In the first quarter of fiscal 2003, we completed one acquisition in our Sensors & Systems segment for $11.3 million.

On July 25, 2002, our Board of Directors adopted a formal plan for the sale of the assets and operations of our Automation segment. As a result, the consolidated financial statements present the Automation segment as a discontinued operation.

Results of Continuing Operations

Quarter Ended January 31, 2003 Compared to Quarter Ended January 25, 2002

Sales for the first fiscal quarter increased 30.5% when compared with the prior year period. Sales by segment were as follows:

(In thousands)

Incr./(Decr.)

   
 

from prior

   
 

  year period  

    2003    

    2002    

       

    Avionics & Controls

23.9%

$    48,336

$  39,020

    Sensors & Systems

19.6%

      26,160

    21,867

    Advanced Materials

44.6%

      51,624

    35,701

    Other

 (9.1)%

           209

         230

        Total Net Sales

 

$  126,329

$  96,818

The 23.9% increase in Avionics & Controls reflected improved sales volumes of cockpit switches to the airline aftermarket and strong sales to military OEMs. Sales performance was

<PAGE>  10

further enhanced by increased sales of input devices to industrial/commercial markets, as well as the acquisition of Janco and a small product line in the third and fourth quarter of fiscal 2002, respectively. These acquisitions contributed incremental sales of $3.4 million in the first quarter of fiscal 2003. Order volume was flat compared to the fourth quarter of fiscal 2002 and up 27.0% over the comparable prior year quarter, reflecting fiscal 2002 acquisitions and the aftermath of September 11, 2001, which impacted the first quarter of fiscal 2002.

The 19.6% increase in sales of Sensors & Systems principally reflected a stronger Euro relative to the U.S. dollar, as the average exchange rate from the Euro to the U.S. dollar increased from .88 in fiscal 2002 to 1.02 in fiscal 2003. In addition, the increase in Sensors & Systems sales was partially offset by a decline in commercial jet engine temperature sensor sales. Order volume increased 5.5% compared to the fourth quarter of fiscal 2002 and is up 67.7% over the comparable prior year quarter, reflecting a stronger Euro relative to the U.S. dollar.

The 44.6% increase in Advanced Materials reflected $21.2 million in incremental sales from the acquisition of Burke Industries' Engineered Polymers Group in the third quarter of fiscal 2002 and the acquisition of the Electronic Warfare Passive Expendables Division of BAE SYSTEMS North America in the fourth quarter of fiscal 2002. These sales gains were partially offset by declines in advanced materials sales to aerospace and defense customers and the timing of deliveries of combustible ordnance components.

Overall, gross margin as a percentage of sales was 30.6% for the first quarter of fiscal 2003 compared with 33.5% for the first quarter of fiscal 2002. Segment gross margins ranged from 25.2% to 36.2% for the first fiscal quarter of 2003 compared with 30.6% to 41.2% during the same period in fiscal 2002. Avionics & Controls gross margin increased from the prior year period due to solid sales to military OEMs, strengthening sales of input devices to industrial/commercial customers, and improved sales of aftermarket spares. Sensors & Systems gross margin declined from the prior year period due to lower sales of temperature sensors and the effect of a weaker U.S. dollar compared to the Euro on U.S. dollar-denominated sales and Euro-denominated cost of sales. Advanced Materials gross margin declined when compared with the prior year period, reflecting lower gross margin on sales of the recently acquired companies, lower prices for certain combustible ordnance components, and decreased sales volume/mix of elastomer material to aerospace and defense customers. The prior year period's elastomer material sales were higher than normal and reflected the expected physical move of an elastomer product line and incremental sales to a customer to re-balance its inventory levels.

Selling, general and administrative expenses (which include corporate expenses) totaled $24.4 million and $18.3 million for the first fiscal quarter of 2003 and 2002, respectively, or 19.3% of sales for the first fiscal quarter of 2003 compared with 18.9% for the prior year period. The increase in selling, general and administrative expenses primarily reflected increased amortization of intangible assets, incremental selling, general and administrative expenses due to fiscal 2002 and 2003 acquisitions, and increased pension and medical expenses.

Research, development and engineering spending was $4.2 million, or 3.3% of sales, for the first fiscal quarter of 2003 compared with $3.0 million, or 3.1% of sales, for the first fiscal quarter of

<PAGE>  11

2002. This is consistent with our philosophy of continually investing in new products and capabilities regardless of the business cycle.

Segment earnings (operating earnings excluding corporate expenses) for the first fiscal quarter of 2003 totaled $13.2 million, compared with $13.9 million for the first fiscal quarter in 2002. Avionics & Controls earnings were $6.4 million for the first fiscal quarter of 2003 compared with $5.9 million for the first fiscal quarter of 2002, reflecting increased sales of aftermarket spares and switches to military OEMs. Sensors & Systems earnings were $1.2 million for the first quarter of fiscal 2003 compared with $2.8 million for the first quarter of fiscal 2002 and primarily reflected the decline in temperature sensors sales, increased research & development and selling expenses, and the impact of the weaker U.S. dollar relative to the Euro on U.S. dollar-denominated sales and Euro-denominated operating expenses. Advanced Materials earnings were $5.7 million for the first fiscal quarter of 2003 compared with $5.6 million for the first fisc al quarter of 2002. Advanced Materials earnings were partially offset by integration expenses and lower margin product sales. Successful efforts in lean manufacturing across all segments helped to partially offset unfavorable sales mix and pricing pressures on segment earnings.

The effective income tax rate for the first fiscal quarter of 2003 was 30.7% compared with 33.1% for the first fiscal quarter of 2002. The effective tax rate differed from the statutory rate, as both years benefited from various tax credits.

New orders for the first fiscal quarter of 2003 were $122.0 million compared with $105.4 million for the same period in 2002, an increase of 15.7%. Backlog at January 31, 2003 was $277.4 million compared with $230.1 million at the end of the prior year period and $281.7 million at October 25, 2002. The increase in backlog compared to January 25, 2002, primarily reflected the effect of a stronger Euro relative to the U.S. dollar in the Sensors & Systems segment, as well as fiscal 2002 and 2003 acquisitions. The decline in backlog compared to October 25, 2002, principally reflected the timing of receiving orders in the Advanced Materials segment.

<PAGE>  12

Liquidity and Capital Resources

Cash and cash equivalents on hand at January 31, 2003 totaled $28.3 million, an increase of $5.8 million from October 25, 2002. Net working capital decreased to $93.7 million at January 31, 2003 from $121.2 million at October 25, 2002, largely due to the classification of $30.0 million of the 1999 Senior Notes due in November 2003 as a current liability.

Capital expenditures, consisting of machinery, equipment and computers, are anticipated to be approximately $17.5 million during fiscal 2003, compared with $15.1 million expended in fiscal 2002. Capital expenditures for the first fiscal quarter of 2003 totaled $3.7 million, primarily for machinery and equipment, including enhancements to information systems.

Total debt at January 31, 2003 was $117.2 million and consisted of $100.0 million under our 1999 Senior Notes, $10.0 million under a line of credit facility and $7.2 million under various foreign currency debt agreements, including capital lease obligations. The 1999 Senior Notes have maturities ranging from 2003 to 2008 and interest rates from 6% to 6.77%. We believe cash on hand and funds generated from operations are adequate to service operating cash requirements and capital expenditures through 2003. In addition, we believe that we have adequate access to capital markets to fund future acquisitions.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should" or "will" or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risk factors set forth in "Forward Looking Statements and Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended October 25, 2002, 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 st atements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements.

Item 4.      Controls and Procedures

a)  Evaluation of Disclosure Controls and Procedures

Within the 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act). Based upon that evaluation, our Chairman, President and Chief

<PAGE>  13

Executive Officer and our Vice President and Chief Financial Officer concluded 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.

b)  Changes in Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the evaluation. There were no significant deficiencies or material weaknesses, and therefore, there were no corrective actions taken.

<PAGE>  14

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings

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.

Item 4.      Submission of Matters to a Vote of Security Holders

At our annual meeting of shareholders held on March 5, 2003, the shareholders acted on the following proposals:

(a)  

The election of the following directors for three-year terms expiring at the 2006 annual meeting:

     
   

                   Votes Cast                

 

Name

      For      

    Withheld    

         
 

Ross J. Centanni

17,882,724

833,036

 
 

Robert S. Cline

17,872,724

843,036

 
 

Wendell P. Hurlbut

17,854,920

860,840

 
   
 

The election of the following director for a two-year term expiring at the 2005 annual meeting:

     
   

                   Votes Cast                

 

Name

      For      

    Withheld    

       
 

Anthony P. Franceschini

18,548,911

166,849

     
 

Current directors whose terms are continuing after the 2003 annual meeting are Richard R. Albrecht, John F. Clearman, Robert W. Cremin, E. John Finn and Jerry D. Leitman.

   

(b)  

The adoption of the Amended and Restated 1997 Stock Option Plan:

     
   

                          Votes Cast                          

   

      For      

   Against   

  Abstained  

   

14,682,357

3,592,707

440,696

   
 

There were no broker non-votes on the above proposal.

<PAGE>  15

Item 6.      Exhibits and Reports on Form 8-K

(a)  

Exhibits

     
 

11.

Schedule setting forth computation of basic and diluted earnings per common share for the three months ended January 31, 2003 and January 25, 2002.

     
 

99.1

Certification (of Robert W. Cremin) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     
 

99.2

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.

   

(b)  

Reports on Form 8-K.

   

On December 12, 2002, we filed a report on Form 8-K under Item 5, dated December 5, 2002.

SIGNATURES

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.

   

ESTERLINE TECHNOLOGIES CORPORATION

   

(Registrant)

     

Dated: March 14, 2003

By:

                    /s/Robert D. George                    

   

Robert D. George

   

Vice President, Chief Financial Officer

   

Secretary and Treasurer

   

(Principal Financial

   

and Accounting Officer)

<PAGE>  16

CERTIFICATIONS

I, Robert W. Cremin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Esterline Technologies Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)  

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

   

b)  

Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

   

c)  

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)  

All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

   

b)  

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

<PAGE>  17

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: March 14, 2003

By:

                    /s/Robert W. Cremin                    

   

Robert W. Cremin

   

Chairman, President and Chief Executive Officer

   

(Principal Executive Officer)

 

 

I, Robert D. George, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Esterline Technologies Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)  

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

   

b)  

Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

   

c)  

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

<PAGE>  18

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)  

All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

   

b)  

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: March 14, 2003

By:

                    /s/Robert D. George                    

   

Robert D. George

   

Vice President, Chief Financial Officer

   

Secretary and Treasurer

   

(Principal Financial

   

and Accounting Officer)

<PAGE>  19