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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ☑ No ¨☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ☑ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May ~~4, 2016, 29,353,387~~2, 2017, 29,773,809 shares of the issuer’s common stock were outstanding.

	April 1,		October 2,		March 31,		September 30,
	2016		2015		2017		2016
	(Unaudited)				(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	219,271	$	191,355	$	253,475	$	258,520
Cash in escrow		1,125		-		-		1,125
Accounts receivable, net of allowances of $8,746 and $10,050		374,090		380,748
Accounts receivable, net of allowances of $18,073 and $17,028						398,793		422,073
Inventories
Raw materials and purchased parts		175,848		169,153		183,441		177,069
Work in progress		187,056		181,187		176,757		171,515
Finished goods		97,813		96,428		105,390		101,622
		460,717		446,768		465,588		450,206

Income tax refundable		11,411		12,575		6,046		5,183
Deferred income tax benefits		-		41,082
Prepaid expenses		21,816		23,008		21,470		17,909
Other current assets		6,213		5,427		5,433		5,322
Current assets of businesses held for sale		19,217		27,851		3,659		15,450
Total Current Assets		1,113,860		1,128,814		1,154,464		1,175,788

Property, Plant and Equipment		771,321		729,317		812,392		795,790
Accumulated depreciation		443,957		419,918		478,647		457,756
		327,364		309,399		333,745		338,034

Other Non-Current Assets
Goodwill		1,042,283		1,041,991		1,000,806		1,024,667
Intangibles, net		425,457		452,040		359,179		393,035
Deferred income tax benefits		65,783		28,979		73,961		75,409
Other assets		15,988		14,348		14,177		13,698
Non-current assets of businesses held for sale		21,305		24,917		10,144		11,400
Total Assets	$	3,012,040	$	3,000,488	$	2,946,476	$	3,032,031

	April 1,			October 2,			March 31,			September 30,
	2016			2015			2017			2016
	(Unaudited)						(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	123,309		$	117,976		$	123,608		$	121,816
Accrued liabilities		257,681			259,734			232,976			238,163
Current maturities of long-term debt		17,182			13,376			14,168			16,774
Federal and foreign income taxes		1,527			2,404			4,700			10,932
Current liabilities of businesses held for sale		14,180			17,106			1,069			10,813
Total Current Liabilities		413,879			410,596			376,521			398,498

Long-Term Liabilities
Credit facilities		165,000			160,000			90,000			155,000
Long-term debt, net of current maturities		698,583			701,457			674,205			698,796
Deferred income tax liabilities		63,073			73,849			42,039			53,798
Pension and post-retirement obligations		74,188			75,019			90,962			92,520
Other liabilities		24,182			29,367			20,178			21,968
Non-current liabilities of businesses held for sale		822			2,409			1,685			320

Shareholders' Equity
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued 32,481,814 and 32,378,185 shares		6,496			6,476
Common stock, par value $.20 per share, authorized 60,000,000 shares, issued 32,909,736 and 32,564,252 shares								6,582			6,513
Additional paid-in capital		694,022			682,479			724,702			702,610
Treasury stock at cost, repurchased 3,033,660 and 2,831,350 shares		(301,856	)		(289,780	)
Treasury stock at cost, repurchased 3,135,927 and 3,135,927 shares								(308,514	)		(308,514	)
Retained earnings		1,467,177			1,447,120			1,600,962			1,548,805
Accumulated other comprehensive loss		(304,088	)		(308,828	)		(383,565	)		(348,857	)
Total Esterline Shareholders' Equity		1,561,751			1,537,467			1,640,167			1,600,557
Noncontrolling interests		10,562			10,324			10,719			10,574
Total Shareholders' Equity		1,572,313			1,547,791			1,650,886			1,611,131
Total Liabilities and Shareholders' Equity	$	3,012,040		$	3,000,488		$	2,946,476		$	3,032,031

For the Three and Six Month Periods Ended March 31, 2017 and April 1, 2016 ~~and March 27, 2015~~

		Three Months Ended						Six Months Ended
		April 1,			March 27,			April 1,			March 27,			Three Months Ended						Six Months Ended
		2016			2015			2016			2015			March 31,			April 1,			March 31,			April 1,
					(Recast)						(Recast)			2017			2016			2017			2016

Net Sales		$	490,310		$	468,210		$	931,787		$	972,821		$	509,182		$	490,310		$	966,915		$	931,787
Cost of Sales			334,137			318,193			637,895			644,563			333,263			334,137			646,949			637,895
			156,173			150,017			293,892			328,258			175,919			156,173			319,966			293,892
Expenses
Selling, general & administrative		��	102,423			99,432			196,514			197,521			97,083			102,423			192,716			196,514
Research, development and engineering			24,974			25,143			50,549			48,674			26,808			24,974			47,846			50,549
Restructuring charges			940			1,634			1,871			4,927			-			940			-			1,871
Other (income) expense			-			(12,744	)		-			(12,744	)
Insurance recovery															(5,189	)		-			(7,789	)		-
Total Expenses			128,337			113,465			248,934			238,378			118,702			128,337			232,773			248,934

Operating Earnings from Continuing Operations			27,836			36,552			44,958			89,880			57,217			27,836			87,193			44,958
Interest Income			(94	)		(135	)		(181	)		(319	)		(100	)		(94	)		(196	)		(181	)
Interest Expense			7,294			5,934			14,510			14,016			7,458			7,294			15,346			14,510
Earnings from Continuing Operations Before Income Taxes			20,636			30,753			30,629			76,183			49,859			20,636			72,043			30,629
Income Tax Expense (Benefit)			3,416			5,714			3,383			16,686			14,160			3,416			14,580			3,383
Earnings from Continuing Operations Including Noncontrolling Interests			17,220			25,039			27,246			59,497			35,699			17,220			57,463			27,246
Loss (Earnings) Attributable to Noncontrolling Interests			(224	)		(108	)		(386	)		(91	)
Earnings Attributable to Noncontrolling Interests															(552	)		(224	)		(791	)		(386	)
Earnings from Continuing Operations Attributable to Esterline, Net of Tax			16,996			24,931			26,860			59,406			35,147			16,996			56,672			26,860
Loss from Discontinued Operations Attributable to Esterline, Net of Tax			(2,023	)		(14,600	)		(6,803	)		(20,476	)		(34	)		(2,023	)		(5,370	)		(6,803	)
Net Earnings Attributable to Esterline		$	14,973		$	10,331		$	20,057		$	38,930		$	35,113		$	14,973		$	51,302		$	20,057

Earnings (Loss) Per Share Attributable to Esterline - Basic:	Earnings (Loss) Per Share Attributable to Esterline - Basic:													Earnings (Loss) Per Share Attributable to Esterline - Basic:
Continuing operations		$	0.58		$	0.80		$	0.91		$	1.89		$	1.18		$	0.58		$	1.91		$	0.91
Discontinued operations			(0.07	)		(0.47	)		(0.23	)		(0.65	)		-			(0.07	)		(0.18	)		(0.23	)
Earnings (Loss) Per Share - Basic		$	0.51		$	0.33		$	0.68		$	1.24		$	1.18		$	0.51		$	1.73		$	0.68

Earnings (Loss) Per Share Attributable to Esterline - Diluted:	Earnings (Loss) Per Share Attributable to Esterline - Diluted:													Earnings (Loss) Per Share Attributable to Esterline - Diluted:
Continuing operations		$	0.57		$	0.79		$	0.90		$	1.86		$	1.17		$	0.57		$	1.90		$	0.90
Discontinued operations			(0.07	)		(0.46	)		(0.23	)		(0.64	)		-			(0.07	)		(0.18	)		(0.23	)
Earnings (Loss) Per Share - Diluted		$	0.50		$	0.33		$	0.67		$	1.22		$	1.17		$	0.50		$	1.72		$	0.67

Net Earnings		$	14,973		$	10,331		$	20,057		$	38,930		$	35,113		$	14,973		$	51,302		$	20,057

Change in Fair Value of Derivative Financial Instruments			20,274			(12,667	)		16,101			(18,747	)		5,604			20,274			(695	)		16,101
Income Tax Expense (Benefit)			5,779			(3,540	)		4,494			(5,682	)		1,428			5,779			(481	)		4,494
			14,495			(9,127	)		11,607			(13,065	)		4,176			14,495			(214	)		11,607

Change in Pension and Post-Retirement Obligations			(87	)		9,195			2,188			(626	)		1,063			(87	)		3,596			2,188
Income Tax Expense (Benefit)			83			3,005			840			(312	)		260			83			1,252			840
			(170	)		6,190			1,348			(314	)		803			(170	)		2,344			1,348

Currency Translation Adjustment			31,246			(116,598	)		(8,215	)		(172,596	)
Foreign Currency Translation Adjustment															16,189			31,246			(36,838	)		(8,215	)
Comprehensive Income (Loss)		$	60,544		$	(109,204	)	$	24,797		$	(147,045	)	$	56,281		$	60,544		$	16,594		$	24,797

For the Six Month Periods Ended March 31, 2017 and April 1, 2016 ~~and March 27, 2015~~

	April 1,			March 27,
	2016			2015			March 31,			April 1,
				(Recast)			2017			2016

Cash Flows Provided (Used) by Operating Activities
Net earnings including noncontrolling interests	$	20,443		$	39,021		$	52,093		$	20,443
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided (used) by operating activities:
Depreciation and amortization		48,736			49,827			51,169			48,736
Deferred income taxes		(10,094	)		(9,217	)		(8,311	)		(10,094	)
Share-based compensation		7,578			6,274			7,352			7,578
Gain on release of non-income tax liability		-			(15,656	)
Excess tax benefits from share-based compensation								-			(496	)
Gain on sale of discontinued operations								(1,188	)		-
Loss on assets held for sale		3,572			14,447			4,409			3,572
Working capital changes, net of effect of acquisitions:
Working capital changes:
Accounts receivable		7,700			(21,394	)		17,129			7,700
Inventories		(7,275	)		(8,789	)		(24,572	)		(7,275	)
Prepaid expenses		1,120			(3,419	)		(3,807	)		1,120
Other current assets		624			(40	)		(271	)		624
Accounts payable		1,439			8,866			2,861			1,439
Accrued liabilities		917			1,907			(6,927	)		917
Federal and foreign income taxes		(690	)		(4,506	)		(6,361	)		(690	)
Other liabilities		(1,345	)		4,771			996			(1,345	)
Other, net		7,159			(11,222	)		6,773			7,159
		79,884			50,870			91,345			79,388

Cash Flows Provided (Used) by Investing Activities
Purchase of capital assets		(42,506	)		(25,340	)		(29,077	)		(42,506	)
Escrow deposit		(1,125	)		-			-			(1,125	)
Acquisition of businesses, net of cash acquired		-			(171,070	)
Proceeds from sale of discontinued operations								600			-
		(43,631	)		(196,410	)		(28,477	)		(43,631	)

Cash Flows Provided (Used) by Financing Activities
Proceeds provided by stock issuance under employee stock plans		3,489			10,103			16,795			3,985
Excess tax benefits from stock option exercises		496			2,113
Withholding taxes on restricted stock units vested								(1,072	)		-
Excess tax benefits from share-based compensation								-			496
Shares repurchased		(12,076	)		(127,420	)		-			(12,076	)
Repayment of long-term credit facilities		(10,000	)		(10,000	)		(70,000	)		(10,000	)
Repayment of long-term debt		(6,158	)		(9,918	)		(9,433	)		(6,158	)
Proceeds from issuance of long-term credit facilities		15,000			210,000			5,000			15,000
Proceeds from government assistance		-			3,310
		(9,249	)		78,188			(58,710	)		(8,753	)

Effect of Foreign Exchange Rates on Cash and Cash Equivalents		912			(14,576	)		(9,203	)		912
Net Increase (Decrease) in Cash and Cash Equivalents		27,916			(81,928	)		(5,045	)		27,916

Cash and Cash Equivalents - Beginning of Year		191,355			213,251			258,520			191,355
Cash and Cash Equivalents - End of Period	$	219,271		$	131,323		$	253,475		$	219,271

Supplemental Cash Flow Information:
Cash paid for interest	$	13,314		$	14,021		$	14,384		$	13,314
Cash paid for taxes		6,654			21,852			25,323			6,654

For the Three and Six Month Periods Ended March 31, 2017 and April 1, 2016 ~~and March 27, 2015~~

The consolidated balance sheet as of ~~April 1, 2016,~~March 31, 2017, the consolidated statement of operations and comprehensive income (loss) for the three and six month periods ended March 31, 2017, and April 1, 2016, ~~and March 27, 2015,~~ and the consolidated statement of cash flows for the six month periods ended March 31, 2017, and April 1, 2016, ~~and March 27, 2015,~~ are unaudited but, in the opinion of management, all of the necessary adjustments, consisting of normal recurring accruals, have been made to present fairly the financial statements referred to above in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the above statements do not include all of the footnotes required for complete financial statements. The results of operations and cash flows for the interim periods presented are not necessarily indicative of results that can be expected for the full year.

The notes to the consolidated financial statements in the Company’s ~~Transition~~Annual Report on Form 10-K for the ~~eleven months~~fiscal year ended ~~October 2, 2015,~~September 30, 2016, provide a summary of significant accounting policies and additional financial information that should be read in conjunction with this Form 10-Q.

The timing of the Company’s revenues is impacted by the purchasing patterns of customers and, as a result, revenues are not generated evenly throughout the year. Moreover, the Company’s first fiscal quarter, October through December, includes significant holiday periods in both Europe and North ~~America.~~

~~Note 2 – Change~~America, resulting in ~~Fiscal Year End~~fewer business days.

On June 5, 2014, the Company’s board of directors authorized a change in the Company’s fiscal year end to the last Friday of September from the last Friday in October. The Company reported its financial results for the 11-month transition period of November 1, 2014, through October 2, 2015, on the Transition Report on Form 10-K and thereafter will file its annual report for each 12-month period ending the last Friday of September of each year, beginning with the 12-month period ending September 30, 2016. Refer to the Transition Report on Form 10-K for the eleven months ended October 2, 2015, for additional information regarding the Company’s fiscal year change.

The prior year Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and six month period ended March 27, 2015, and the Consolidated Statement of Cash Flows for the six month period ended March 27, 2015, have been recast to align to the Company’s new quarter end.

In March ~~2016,~~2017, the Financial Accounting Standards Board (FASB) issued new guidance on the presentation of the net periodic cost of postretirement benefit programs. The new standard requires sponsors of defined benefit postretirement plans to present the non-service cost components of net periodic benefit cost separate from the service cost component on the income statement. The new standard also requires that the non-service cost components of net periodic benefit cost no longer be capitalized within assets. The Company is evaluating the effects the standard will have on the Company's consolidated financial statements and related disclosures beyond the change in income statement presentation. This new standard is effective for the Company in fiscal year 2019, with early adoption permitted.

In January 2017, FASB issued new guidance regarding the goodwill impairment test. The new guidance eliminates the Step 2 valuation test, when evaluating goodwill for impairment. The new guidance requires that an entity performs its annual or interim goodwill test by comparing the fair value of the reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company is evaluating the effect the updated standard will have on the Company’s consolidated financial statements and related disclosures. The guidance will be effective for the company in fiscal year 2021, with early adoption permitted.

In October 2016, FASB issued new guidance regarding income taxes. The new guidance will require the tax effects of intercompany transactions, other than sales of inventory, to be recognized currently, eliminating an exception under current Generally Accepted Accounting Principles (GAAP) in which the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. The Company is evaluating the effect the updated standard will have on the Company’s consolidated financial statements and related disclosures. The guidance will be effective for the Company in fiscal year 2019, with early adoption permitted.

In August 2016, the FASB issued new guidance addressing how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company is evaluating the effect the updated standard will have on the Company’s consolidated financial statements and related disclosures. The guidance will be effective for the Company in fiscal year 2019, with early adoption permitted.

In June 2016, the FASB issued a new standard on the measurement of credit losses, which will impact the Company’s measurement of trade receivables. The new standard replaces the current incurred loss model with a forward-looking expected loss model that is likely to result in earlier recognition of losses. The Company is evaluating the effect the updated standard will have on the Company’s consolidated financial statements and related disclosures. The new standard is effective for the Company in fiscal year 2021, with early adoption permitted, but not earlier than in fiscal year 2020.

In March 2016, the FASB issued new guidance simplifying certain aspects of accounting for share-based payments. The key provision of the new standard requires that excess tax benefits and shortfalls be recorded as income tax benefit or expense in the income statement, rather than in equity. The Company ~~is evaluating~~adopted the ~~effect the updated standard will have on the Company’s consolidated financial statements and related disclosures. The~~ new guidance ~~is effective~~during the first six months of fiscal 2017, which

resulted in a $1.0 million benefit to income tax expense and a favorable impact to operating cash flows of $1.0 million. The Company has also elected to account for ~~the Company~~forfeitures as they occur, rather than estimate expected forfeitures, which resulted in ~~fiscal year 2018, with early adoption permitted.~~a positive cumulative effect on retained earnings of $0.9 million and a reduction of additional paid-in capital of $0.9 million.

In February 2016, the FASB issued a new lease accounting standard, which provides revised guidance on accounting for lease arrangements by both lessors and lessees. The central requirement of the new standard is that lessees must recognize lease related assets and liabilities for all leases with a term longer than 12 months. The Company is evaluating the effect the standard will have on the ~~Company’~~sCompany’s consolidated financial statements and related disclosures. The new standard is effective for the Company in fiscal year 2020, with early adoption permitted.

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

In May 2014, the FASB amended requirements for an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective, and permits the use of either the retrospective or cumulative effect transition method. ~~Early adoption~~The Company is ~~permitted.~~evaluating the effect the updated standard will have on the Company’s consolidated financial statements and related disclosures. The updated standard becomes effective for the Company in the first ~~fiscal~~ quarter of ~~2019.~~ fiscal 2019, with early adoption permitted.

6Anticipated changes under the new standard include accounting for development costs and associated customer funding related to certain contracts and increased use of over time revenue recognition based on costs incurred for certain contracts. The new standard also significantly enhances required disclosures regarding revenue and related assets and liabilities.

The Company ~~has not yet selected a transition method,~~continues to evaluate the impacts associated with the new standard and ~~is currently evaluating~~estimated impacts of adoption on the ~~effect that the updated standard will have on consolidated~~ financial statements and related disclosures. The Company is in the process of evaluating changes to business processes, systems and internal controls required to implement the new accounting standard.

Basic earnings per share is computed on the basis of the weighted average number of shares outstanding during the year. Diluted earnings per share includes the dilutive effect of stock options, ~~and~~ restricted stock ~~units.~~units and share units related to the Company’s performance share plan to the extent that performance share plan objectives are met. Common shares issuable from stock options excluded from the calculation of diluted earnings per share because they were anti-dilutive were 740,575 and 775,225 in the three and six month periods ending March 31, 2017. Common shares issuable from stock options excluded from the calculation of diluted earnings per share because they were anti-dilutive were 766,500 and 688,600 in the three and six month periods ending April 1, 2016, respectively. Common shares issuable from stock options excluded from the calculation of diluted earnings per share because they were anti-dilutive were 257,650 and 197,375 in the three and six month periods ending March 27, 2015, respectively.2016. Shares used for calculating earnings per share are disclosed in the following table:

In Thousands	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	April 1,		March 27,		April 1,		March 27,
	2016		2015		2016		2015		March 31,		April 1,		March 31,		April 1,
			(Recast)				(Recast)		2017		2016		2017		2016

Shares used for basic earnings per share		29,588		31,162		29,585		31,401		29,719		29,588		29,633		29,585
Shares used for diluted earnings per share		29,825		31,687		29,882		31,937		29,959		29,825		29,895		29,882

The authorized capital stock of the Company consists of 25,000 shares of preferred stock ($100 par value), 475,000 shares of serial preferred stock ($1.00 par value), each issuable in series, and 60,000,000 shares of common stock ($.20 par value). As of ~~April 1,~~March 31, 2017, and September 30, 2016, ~~and October 2, 2015,~~ there were no shares of preferred stock or serial preferred stock outstanding.

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

~~During~~There were no shares repurchased during the six months ended March 31, 2017. There were 202,310 shares repurchased during the six months ended April 1, 2016, the Company repurchased 202,310 shares under this program at an average price paid per share of $59.69, for an aggregate purchase price of $12.1 million. During the six months ended March 27, 2015, the Company repurchased 1,167,732 shares under this program at an average price paid per share of $109.12, for an aggregate purchase price of $127.4 million.2016. Since the program began, the Company has repurchased ~~3,033,660~~3,135,927 shares for an aggregate purchase price of ~~$301.9~~$308.5 million, leaving ~~$98.1~~$91.5 million in shares available for ~~shares to be repurchased~~repurchase in the future.

	Six Months Ended			Year Ended			Six Months Ended			Year Ended
	April 1,			October 2,			March 31,			September 30,
	2016			2015			2017			2016
Shares Issued:
Balance, beginning of year		32,378,185			32,123,717			32,564,252			32,378,185
Shares issued under share-based compensation plans		103,629			254,468			345,484			186,067
Balance, end of current period		32,481,814			32,378,185			32,909,736			32,564,252

Treasury Stock:
Balance, beginning of year		(2,831,350	)		(269,228	)		(3,135,927	)		(2,831,350	)
Shares purchased		(202,310	)		(2,562,122	)		-			(304,577	)
Balance, end of current period		(3,033,660	)		(2,831,350	)		(3,135,927	)		(3,135,927	)

Shares outstanding, end of period		29,448,154			29,546,835			29,773,809			29,428,325

In Thousands	April 1,			October 2,			March 31,			September 30,
	2016			2015			2017			2016

Unrealized gain (loss) on derivative contracts	$	(6,840	)	$	(22,941	)	$	(5,242	)	$	(4,547	)
Tax effect		1,542			6,036			1,558			1,077
		(5,298	)		(16,905	)		(3,684	)		(3,470	)

Pension and post-retirement obligations		(97,535	)		(99,724	)		(112,750	)		(116,346	)
Tax effect		32,934			33,775			38,552			39,804
		(64,601	)		(65,949	)		(74,198	)		(76,542	)

Currency translation adjustment		(234,189	)		(225,974	)
Foreign currency translation adjustment								(305,683	)		(268,845	)
Accumulated other comprehensive gain (loss)	$	(304,088	)	$	(308,828	)	$	(383,565	)	$	(348,857	)

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

In Thousands		Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
		April 1,			March 27,			April 1,			March 27,			March 31,			April 1,			March 31,			April 1,
		2016			2015			2016			2015			2017			2016			2017			2016
					(Recast)						(Recast)
Components of Net Periodic Cost	Components of Net Periodic Cost													Components of Net Periodic Cost
Service cost		$	2,945		$	2,744		$	5,902		$	5,446		$	3,368		$	2,945		$	6,725		$	5,902
Interest cost			4,247			4,087			8,640			8,451			3,734			4,247			7,455			8,640
Expected return on plan assets			(5,993	)		(6,249	)		(11,904	)		(12,716	)		(6,290	)		(5,993	)		(12,555	)		(11,904	)
Settlement			-			-			-			2,991
Amortization of prior service cost			112			15			226			34			115			112			229			226
Amortization of actuarial (gain) loss			1,577			1,105			3,059			2,316			1,638			1,577			3,401			3,059
Net periodic cost (benefit)		$	2,888		$	1,702		$	5,923		$	6,522		$	2,565		$	2,888		$	5,255		$	5,923

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

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established that prioritizes the inputs to valuation

techniques used to measure fair value. An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy of fair value measurements is described below:

Level 1 – Valuations are based on quoted prices that the Company has the ability to obtain in actively traded markets for identical assets and liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market or exchange traded market, a valuation of these instruments does not require a significant degree of judgment.

Level 2 – Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuations are based on model-based techniques for which some or all of the assumptions are not observable and therefore obtained from indirect market information that is significant to the overall fair value measurement and which require a significant degree of management judgment.

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy at ~~April 1, 2016,~~March 31, 2017, and ~~October 2, 2015.~~September 30, 2016.

In Thousands	Level 2				Level 2
	April 1,		October 2,		March 31,		September 30,
	2016		2015		2017		2016
Assets:
Derivative contracts designated as hedging instruments	$	5,328	$	1,386	$	1,809	$	2,948
Derivative contracts not designated as hedging instruments		560		189		219		143
Embedded derivatives		2,406		3,992		2,125		2,485

Liabilities:
Derivative contracts designated as hedging instruments	$	12,505	$	24,660	$	7,052	$	7,828
Derivative contracts not designated as hedging instruments		4,783		2,324		5,863		6,720
Embedded derivatives		1,537		380		661		985

In Thousands	Level 3				Level 3
	April 1,		October 2,		March 31,		September 30,
	2016		2015		2017		2016
Assets:
Estimated value of assets held for sale					$	13,803	$	26,850

Liabilities:
Contingent purchase obligation	$	-	$	3,750
Estimated value of liabilities held for sale					$	2,754	$	11,133

The Company’s embedded derivatives are the result of entering into sales or purchase contracts that are denominated in a currency other than the Company’s functional currency or the supplier’s or customer’s functional currency. The fair value is determined by calculating the difference between quoted exchange rates at the time the contract was entered into and the period-end exchange rate. These contracts are categorized as Level 2 in the fair value hierarchy.

~~From time to time, the~~The Company’s derivative contracts consist of foreign currency exchange contracts and, from time to time, interest rate swap agreements. These derivative contracts are over the counter, and their fair value is determined using modeling techniques that include market inputs such as interest rates, yield curves, and currency exchange rates. These contracts are categorized as Level 2 in the fair value hierarchy.

~~The~~In fiscal 2014, the Company’s ~~contingent purchase obligation consisted~~board of ~~additional contingent consideration~~directors approved the plan to sell certain non-core business units. Based upon the estimated fair values, the Company adjusted the carrying value of the assets and liabilities of the businesses to fair value. Principle assumptions used in ~~connection with~~measuring the ~~acquisition~~estimated value of ~~Sunbank Family~~assets and liabilities held for sale included estimated selling price of ~~Companies, LLC (Sunbank)~~the discontinued business, discount rates, industry growth rates, and pricing of ~~$3.75 million as of October 2, 2015, which was paid~~comparable transactions in the ~~second fiscal quarter~~market. The change in the estimated value of ~~2016 upon achievement~~assets and liabilities held for sale is due to disposing of a business with assets held for sale of $10.5 million and liabilities held for sale of $7.4 million at September 30, 2016. In addition, the estimated selling price of the ~~performance objectives.~~remaining business held for sale was reduced by $4.4 million during fiscal year 2017. The ~~value recorded on the balance sheet at October 2, 2015, was derived from the estimated probability that the performance objectives will be met. The contingent purchase obligation was~~valuations are categorized as Level 3 in the fair value hierarchy.

The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and interest rate swap contracts for the purpose of minimizing exposure to changes in foreign currency exchange rates on business transactions and interest rates, respectively. The Company’s policy is to execute such instruments with banks the Company believes to be creditworthy and not to enter into derivative financial instruments for speculative purposes. These derivative financial instruments do not subject the Company to undue risk, as gains and losses on these instruments generally offset gains and losses on the underlying assets, liabilities, or anticipated transactions that are being hedged.

All derivative financial instruments are recorded at fair value in the Consolidated Balance Sheet. For a derivative that has not been designated as an accounting hedge, the change in the fair value is recognized immediately through earnings. For a derivative that has been designated as an accounting hedge of an existing asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or liability is recognized immediately through earnings. For a derivative designated as an accounting hedge of an anticipated transaction (a cash flow hedge), the change in the fair value is recorded on the Consolidated Balance Sheet in Accumulated Other Comprehensive Income (AOCI) to the extent the derivative is effective in mitigating the exposure related to the anticipated transaction. The change in the fair value related to the ineffective portion of the hedge, if any, is immediately recognized in earnings. The amount recorded within AOCI is reclassified into earnings in the same period during which the underlying hedged transaction affects earnings.

The fair value of derivative instruments is presented on a gross basis, as the Company does not have any derivative contracts which are subject to master netting arrangements. ~~At April 1, 2016, and October 2, 2015, the~~The Company did not have any hedges with credit-risk-related contingent features or that required the posting of ~~collateral.~~collateral as of March 31, 2017, and September 30, 2016. The cash flows from derivative contracts are recorded in operating activities in the Consolidated Statement of Cash Flows.

The Company transacts business in various foreign currencies, which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. At ~~April 1,~~March 31, 2017, and September 30, 2016, ~~and October 2, 2015,~~ the Company had outstanding foreign currency forward exchange contracts principally to sell U.S. dollars with notional amounts of ~~$400.1~~$392.0 million and ~~$402.9~~$450.9 million, respectively. These notional values consist primarily of contracts for the European euro, British pound sterling and Canadian dollar, and are stated in U.S. dollar equivalents at spot exchange rates at the respective dates.

The Company manages its exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt, which over time should moderate the costs of debt financing. When considered necessary, the Company may use financial instruments in the form of interest rate swaps to help meet this objective.

In April 2015, the Company issued €330.0 million in 3.625% Senior Notes due April 2023 (2023 Notes) and requiring semi-annual interest payments in April and October each year until maturity. The Company designated the 2023 Notes and accrued interest as a hedge of the investment of certain foreign business units. The foreign currency gain or loss that is effective as a hedge is reported as a component of other comprehensive income (loss) in shareholders’ equity. To the extent that this hedge is ineffective, the foreign currency gain or loss is recorded in earnings. There was no ineffectiveness of the hedge since inception.

Fair value of derivative instruments in the Consolidated Balance Sheet at ~~April 1,~~March 31, 2017, and September 30, 2016, ~~and October 2, 2015,~~ consisted of:

In Thousands		Fair Value					Fair Value
		April 1,		October 2,			March 31,		September 30,
	Classification	2016		2015		Classification	2017		2016
Foreign Currency Forward Exchange Contracts:
	Other current assets	$	3,353	$	1,527	Other current assets	$	1,817	$	1,757
	Other assets		2,535		48	Other assets		211		1,334
	Accrued liabilities		14,181		20,688	Accrued liabilities		10,519		11,168
	Other liabilities		3,107		6,296	Other liabilities		2,396		3,380

Embedded Derivative Instruments:
	Other current assets	$	2,030	$	2,913	Other current assets	$	1,598	$	1,864
	Other assets		376		1,079	Other assets		527		621
	Accrued liabilities		1,282		351	Accrued liabilities		651		866
	Other liabilities		255		29	Other liabilities		10		119

The effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the ~~three and~~ six month periods ended March 31, 2017, and April 1, 2016, ~~and March 27, 2015,~~ consisted of:

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

In Thousands	Three Months Ended					Six Months Ended					Three Months Ended						Six Months Ended
Gain (Loss)	April 1,			March 27,		April 1,			March 27,		March 31,			April 1,			March 31,			April 1,
	2016			2015		2016			2015		2017			2016			2017			2016
				(Recast)					(Recast)
Embedded derivatives:
Recognized in sales	$	(4,708	)	$	4,033	$	(3,607	)	$	5,928	$	(518	)	$	(4,708	)	$	(265	)	$	(3,607	)

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

In Thousands	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
Gain (Loss)	April 1,			March 27,			April 1,			March 27,			March 31,			April 1,			March 31,			April 1,
	2016			2015			2016			2015
				(Recast)						(Recast)			2017			2016			2017			2016
Foreign currency forward exchange contracts:
Recognized in AOCI (effective portion)	$	25,688		$	(5,851	)	$	28,574		$	(7,415	)	$	9,050		$	25,688		$	7,176		$	28,574
Reclassified from AOCI into sales		(5,414	)		(6,815	)		(12,473	)		(11,331	)		(3,446	)		(5,414	)		(7,871	)		(12,473	)

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

In Thousands	Three Months Ended					Six Months Ended					Three Months Ended						Six Months Ended
Gain (Loss)	April 1,			March 27,		April 1,			March 27,		March 31,			April 1,			March 31,		April 1,
	2016			2015		2016			2015		2017			2016			2017		2016
				(Recast)					(Recast)
2023 Notes and Accrued Interest:
Recognized in AOCI	$	(17,785	)	$	-	$	(6,252	)	$	-	$	(4,534	)	$	(17,785	)	$	19,379	$	(6,252	)

During the second quarter of fiscal 2017 and 2016, the Company recorded a gain of $2.4 million and a loss of $0.9 million, respectively, on foreign currency forward exchange contracts that have not been designated as accounting hedges. During the first six months of fiscal ~~2016~~2017 and ~~2015,~~2016, the Company recorded losses of ~~$3.6~~$0.3 million and ~~$3.2~~$2.7 million, respectively, on foreign currency forward exchange contracts that have not been designated as accounting hedges. These foreign currency exchange gains and losses are included in selling, general and administrative expense.

There was no significant impact to the Company’s earnings related to the ineffective portion of any hedging instruments during the first six months of fiscal ~~2016~~2017 and ~~2015.~~2016. In addition, there was no significant impact to the Company’s earnings when a hedged firm commitment no longer qualified as a fair value hedge or when a hedged forecasted transaction no longer qualified as a cash flow hedge during the first six months of fiscal ~~2016~~2017 and ~~2015.~~2016.

Amounts included in AOCI are reclassified into earnings when the hedged transaction settles. The Company expects to reclassify approximately ~~$8.5~~$4.6 million of net loss into earnings over the next 12 months. The maximum duration of the Company’s foreign currency cash flow hedge contracts at ~~April 1, 2016,~~March 31, 2017, is 24 months.

The income tax rate was ~~16.6%~~28.4% in the second ~~fiscal~~ quarter of ~~2016~~fiscal 2017 compared with ~~18.6%~~16.6% in the prior-year period. In the second ~~fiscal~~ quarter of ~~2016,~~fiscal 2017, the ~~Company recognized $0.3 million of discrete tax benefits due to~~ income tax ~~return to provision adjustments. In the second fiscal quarter of 2015, the Company recognized $0.5 million of discrete~~rate reflects U.K. tax law changes limiting interest expense principally related to the following two items. The first item was a $2.0 million tax expense due to income tax return to provision adjustments. The second item was approximately $1.5��million of discrete tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits.deductions. The income tax rate differed from the statutory rate in the second ~~fiscal~~ quarter of ~~2016~~fiscal 2017 and ~~2015,~~2016, as both years benefited from various tax credits and certain foreign interest expense deductions.

The income tax ~~rates were~~rate was 20.2% and 11.0% ~~and 21.9%~~ for the first six months of fiscal 2017 and 2016, respectively. The income tax rate in the current period was higher primarily due to U.K. limitations on interest deductions. In the first six months of 2017, the Company recognized $5.4 million of discrete tax benefits primarily related to a reduction of the income tax rate in France for fiscal year 2020 and ~~2015, respectively.~~the early adoption of the accounting standard update for employee share-based payment awards. In the first six months of 2016, the Company recognized approximately $2.2 million of discrete tax benefits principally related to ~~the following items. The first item was a $1.3 million reduction of net deferred income tax liabilities as a result of~~ the enactment of tax laws reducing the U.K. statutory income tax ~~rate. The second item was approximately $1.3 million of discrete tax benefits due to~~rate, and the retroactive extension of the U.S. federal research and ~~experimentation~~development credits. ~~The third item was a $0.4 million tax expense due to income tax return to provision adjustments. In~~

During the ~~first six~~next 12 months, of 2015, the Company recognized approximately $0.2 million of discrete tax benefits principally related to the following two items. The first item was approximately $1.5 million of discrete tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits. The second item was a $1.3 million tax expense due to income tax return to provision adjustments. The income tax rate differed from the statutory rate in the first six months of fiscal 2016 and 2015, as both years benefited from various tax credits and certain foreign interest expense deductions.

Itit is reasonably possible that ~~within the next twelve months~~ approximately ~~$1.1~~$1.4 million of tax benefits that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of applicable statutes of limitations. The Company recognizes interest related to unrecognized tax benefits in income tax expense.

Long-term debt at March 31, 2017 and September 30, 2016, consisted of the following:

On April 9, 2015, the Company amended its secured credit facility to extend the maturity to April 9, 2020, increase the amount available for borrowing under the secured revolving credit facility to $500 million, and provide for a delayed-draw term loan facility of $250 ~~million (U.S. Term Loan, due 2020).~~million. The Company recorded $2.3 million in debt issuance costs. The credit facility is secured by substantially all the Company’s assets, and interest is based on standard inter-bank offering rates. The interest rate ranges from LIBOR plus 1.25% to LIBOR plus 2.00%~~. At April 1, 2016,~~ depending on leverage ratios at the time the funds are drawn. The Company had ~~$165.0~~$90.0 million outstanding under the secured credit facility at an interest rate of LIBOR plus 1.75%~~, which~~. At March 31, 2017, the weighted average interest rate was ~~2.20%~~2.45%.

In April 2013, the Company amended the secured credit facility to provide for a $175.0 million term loan (U.S. Term Loan, due 2016). On April 8, 2015, the Company paid off the U.S. Term Loan, due 2016. In connection with the repayment, the Company wrote off $0.3 million in unamortized debt issuance costs as a loss on extinguishment of debt in the third fiscal quarter of 2015.

On August 3, 2015, the Company borrowed $250 million under the U.S. Term Loan, due 2020, provided for under the amended secured credit ~~facility.~~facility (U.S. Term Loan, due 2020). The interest rate on the U.S. Term Loan, due 2020, ranges from LIBOR plus 1.25% to LIBOR plus 2.00%. At ~~April 1, 2016,~~March 31, 2017, the interest rate was LIBOR plus 1.75%, which equaled ~~2.19%~~2.49%. The loan amortizes at 1.25% of the original principal balance quarterly through March 2020, with the remaining balance due in April 2020.

~~In August 2010, the Company issued $250.0 million in 7% Senior Notes, due August 2020 (2020 Notes) and which require semi-annual interest payments in March and September of each year until maturity.~~

On August 4, 2015, the proceeds from the U.S. Term Loan, due 2020, were used to redeem all of the 7% 2020 Notes. As part of the redemption, the Company incurred an $8.75 million redemption premium and wrote off $2.4 million in unamortized debt issuance costs as a loss on extinguishment of debt in the fourth fiscal quarter of 2015.

In April 2015, the Company issued €330.0 million in 3.625% Notes, due 2023 requiring semi-annual interest payments in April and October of each year until maturity. The net proceeds from the sale of the notes, after deducting $5.9 million of debt issuance costs, were $350.8 million. The 2023 Notes are general unsecured senior obligations of the Company. The 2023 Notes are unconditionally guaranteed on a senior basis by the Company and certain subsidiaries of the Company that are guarantors under the Company’s existing secured credit facility. The 2023 Notes are subject to redemption at the option of the Company at any time prior to April 15, 2018, at a price equal to 100% of the principal amount, plus any accrued interest to the date of redemption and a make-whole provision. The Company may also redeem up to 35% of the 2023 Notes before April 15, 2018, with the net cash proceeds from equity

offerings. The 2023 Notes are also subject to redemption at the option of the Company, in whole or in part, on or after April 15, 2018, at redemption prices starting at 102.719% of the principal amount plus accrued interest during the period beginning April 15, 2018, and declining annually to 100% of principal and accrued interest on or after April 15, 2021.

Based on quoted market prices, the fair value of the Company’s 2023 Notes was ~~$329.7~~$357.8 million and $365.3 million as of ~~April 1,~~March 31, 2017, and September 30, 2016, ~~and $347.7 million as of October 2, 2015.~~respectively. The carrying amount of the secured credit facility and the U.S. Term Loan, due 2020, approximate fair value. The estimate of fair value for the 2023 Notes is based on Level 2 inputs as defined in the fair value hierarchy ~~described.~~described in Note 5.

Government refundable advances consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The requirement to repay this advance is solely based on year-over-year commercial aviation revenue growth at CMC beginning in 2014. Imputed interest on the advance was ~~3.819%~~2.3% at ~~April 1, 2016.~~March 31, 2017. The debt recognized was ~~$44.6~~$42.1 million and ~~$43.3~~$45.0 million as of ~~April 1,~~March 31, 2017, and September 30, 2016, ~~and October 2, 2015,~~ respectively.

~~In April 2015, FASB amended requirements related to the presentation of debt issuance costs.~~ Obligation Under Capital Lease

The ~~updated standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount~~Company leases building and equipment under capital leases. The present value of the related debt liability instead of being presented as an asset. The recognition and measurement of debt issuance costs are not affected by this amendment. The Company adopted this updated standard during the first fiscal quarter of 2016. The Company reclassified $6.5 million of debt issuance costs from other non-current assets to a reductionminimum capital lease payments, net of the ~~Company’s~~ current ~~maturities of long-term debt of $0.2~~portion, totaled $66.6 million and ~~a reduction of the Company’s long-term debt of $6.3~~$66.2 million as of ~~October 2, 2015.~~March 31, 2017, and September 30, 2016, respectively.

The Company is party to various lawsuits and claims, both as a plaintiff and defendant, and has contingent liabilities arising from the conduct of business, none of which, in the opinion of management, is expected to have a material effect on the Company’s financial

position or results of operations. The Company believes that it has made appropriate and adequate provisions for contingent liabilities.

As of ~~April 1,~~March 31, 2017, and September 30, 2016, ~~and October 2, 2015,~~ the Company had a liability of ~~$0.8~~$0.3 million and ~~$1.6~~$0.8 million, respectively, related to environmental remediation at a previously sold business for which the Company provided indemnification.

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

The ~~settlement amount in~~Company expects to be released from the Consent Agreement ~~was consistent with~~in fiscal 2017, depending upon the ~~amount proposed~~Company’s satisfactory completion of the remaining requirements under the agreement and the timing of final approval by ~~DTCC in August 2013, for which~~ the ~~Company estimated and recorded a $10 million charge in the third fiscal quarter ended July 26, 2013.~~DTCC. The $10 million portion of the settlement that iswas not subject to suspension ~~will be~~was paid in installments, with $4$8 million paid ~~in March~~over fiscal years 2014, 2015 and 2016. The remaining $2 million was paid in February ~~2015, $2 million paid in March~~2017. In fiscal 2016, ~~and $2 million~~the DTCC approved costs the Company incurred to be paid in March 2017. The Company expects that some part of recent investments made in its ITAR compliance program will be eligible for credit against the suspended portion of the settlement amount, which include: additional staffing, ongoing implementation of a new software system, employee training, and establishment of a regular compliance audit program and corrective action process. The Company expects recent and future investments in remedialimplement compliance measures ~~will be sufficient~~ to ~~cover~~fully offset the $10 million suspended payment. As

During the second quarter of ~~April 1, 2016, DTCC has accepted~~fiscal 2017, the Company received a $5.2 million insurance recovery due to an energetic incident at one of its countermeasure operations, which occurred in the third quarter of fiscal 2016. The insurance recovery from this incident was $7.8 million for the first six months of 2017 and was $5 million ~~of the Company’s investment in remedial compliance measures. An additional amount of approximately $15 million in investment in remedial compliance measures will be submitted to the DTCC~~ in fiscal ~~2016 to be applied against the suspended payment.~~2016.

As of ~~April 1, 2016,~~March 31, 2017, the Company had three share-based compensation plans, which are described below. The compensation cost that has been charged against income for those plans was ~~$7.6~~$7.4 million and ~~$6.3~~$7.6 million for the first six months of fiscal ~~2016~~2017 and ~~2015,~~2016, respectively. During the first six months of fiscal ~~2016~~2017 and ~~2015,~~2016, the Company issued ~~103,629~~345,484 and ~~231,000~~103,629 shares, respectively, under its share-based compensation plans.

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

The Company offers shares under its employee sharesave scheme for U.K. employees. This plan allows participants the option to purchase shares at a 5% discount of the market price of the stock as of the beginning of the offering period. The term of these options

is three years. The sharesave scheme is not a “safe-harbor” design, and therefore, compensation cost is recognized on this plan. Under the sharesave scheme, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. ~~No options~~There were ~~granted during~~no grants in the ~~first~~ six ~~months of fiscal 2016 or 2015.~~month periods ended March 31, 2017, and April 1, 2016.

Under the equity incentive plan, option exercise prices are equal to the fair market value of the Company’s common stock on the date of grant. The Company granted ~~218,200~~234,700 and ~~187,500~~218,200 options to purchase shares in the six month periods ended March 31, 2017, and April 1, 2016, ~~and March 27, 2015,~~ respectively. The weighted-average grant date fair value of options granted during the six month periods ended March 31, 2017, and April 1, 2016, was $32.60 and ~~March 27, 2015, was~~ $35.84 ~~and $48.62~~ per share, respectively.

The fair value of each option granted by the Company was estimated using a Black-Scholes pricing model, which uses the assumptions noted in the following table. The Company uses historical data to estimate volatility of the Company’s common stock and option exercise and employee termination assumptions. The risk-free rate for the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect at the time of the grant.

	Six Months Ended		Six Months Ended
	April 1,	March 27,	March 31,	April 1,
	2016	2015	2017	2016

Volatility	33.06 - 40.52%	40.73 - 41.89%	34.97 - 35.42%	33.06 - 40.52%
Risk-free interest rate	1.61 - 2.24%	1.43 - 2.00%	1.98 - 2.51%	1.61 - 2.24%
Expected life (years)	5 - 9	5 - 9	5 - 9	5 - 9
Dividends	0	0	0	0

The Company granted ~~36,000~~37,100 and ~~20,300~~36,000 restricted stock units in the six month periods ended March 31, 2017, and April 1, 2016, ~~and March 27, 2015,~~ respectively. The weighted-average grant date fair value of restricted stock units granted during the six month periods ended March 31, 2017, and April 1, 2016, was $76.83 and ~~March 27, 2015, was~~ $85.33 ~~and $113.98~~ per share, respectively. The fair value of each restricted stock unit granted by the Company is equal to the fair market value of the Company’s common stock on the date of grant.

The Company granted ~~55,300~~42,600 and ~~34,000~~55,300 performance share plan (PSP) shares in the six month periods ended March 31, 2017, and April 1, 2016, ~~and March 27, 2015,~~ respectively. PSP shares will be paid out in shares of Esterline common stock at the end of the three year performance period. The ~~total~~PSP shares granted in each period equaled the number of shares participants would receive if the Company achieves target performance over the relevant period. The actual number of shares that will be paid out upon completion of the performance period is based on actual performance and ~~is therefore at risk if the Company does not achieve~~may range from 0% to 300% of the target ~~level~~number of the performance. The grant date fair value of performance share plan shares granted during the six month periods ended April 1, 2016, and March 27, 2015, was $79.31 and $117.53, respectively. The fair value of each performance share plan share granted by the Company is equal to the fair market value of the Company’s common stock on the date of grant.shares.

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

The following summarizes the allocation of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The fair value adjustment for inventory was $7.0 million, which was recognized as cost of goods sold over eight months, the estimated inventory turnover. The fair value of acquired programs represented the value of visualization solutions sold under long-term supply agreements with aerospace companies, military contractors, and OEM manufacturers using similar technology. The valuation of the program included the values of program-specific technology, the backlog of contracts, and the relationship with customers which lead to potential future contracts. The valuation of the programs was based upon the discounted cash flow at a market-based discount rate. The purchase price includes the value of existing technologies, the introduction of new technologies, and the addition of new customers. These factors resulted in recording goodwill of $48.5 million. A substantial portion of the amount allocated to goodwill is not deductible for income tax purposes.

To take advantage of synergies across the Company, DAT will be further integrated with existing businesses. As a result of these integration activities, the Company incurred $3.6 million and $7.7 million of integration expenses in the first three and six months of fiscal 2016, respectively.

On December 5, 2013, the Company announced the acceleration of its plans to consolidate certain facilities and create cost efficiencies through shared services in sales, general and administrative and support functions. The costs are for exit and relocation of facilities, losses on the write off of certain property, plant and equipment, and severance.

In the second fiscal quarter of 2016, restructuring expense totaled $1.9 million. In the first six months of fiscal 2016, restructuring expense totaled $3.3 million, as more fully described in the following table:

In the recast second fiscal quarter of 2015, restructuring expense totaled $3.8 million. In the recast first six months of fiscal 2015, restructuring expense totaled $9.3 million, as more fully described in the following table:

~~The Company has recorded an accrued liability of $5.7 million and $5.2 million for these activities as of April 1, 2016, and October 2, 2015, respectively.~~

The Company’s board of directors previously approved the plan to sell certain non-core business units including ~~Eclipse Electronic Systems, Inc. (Eclipse), a manufacturer of embedded communication intercept receivers for signal intelligence applications;~~ Wallop Defence Systems, Ltd. (Wallop), a manufacturer of flare countermeasure devices; ~~Pacific Aerospace and Electronics Inc. (PA&E), a manufacturer of hermetically sealed electrical connectors;~~ a small distribution ~~business~~business; and a small manufacturing business.

On ~~June 5, 2015,~~May 4, 2016, the Company sold ~~Eclipse~~certain assets of Wallop for ~~$7.9~~2.5 million British pounds and ~~retained ownership~~contingent consideration of up to a maximum payment of 9 million British pounds. The contingent consideration is payable based upon receipt of acceptable orders during a three year period ending May 3, 2019, and is equal to the amount of the ~~land, building and building improvements, which are held for sale. In addition, on July 20, 2015,~~acceptable order multiplied by a specified percentage ranging from 26.5% to 31%. The contingent consideration amount was estimated to be 5.6 million British pounds at March 31, 2017.

On March 28, 2017, the Company sold ~~PA&E~~a small manufacturing business for ~~$23.4 million. Under the terms~~$0.6 million and a note receivable of $2.4 million, resulting in a gain on sale of the ~~stock purchase agreements for the sale~~business of ~~Eclipse and PA&E, the~~$1.2 million. The note receivable is due March 28, 2021, with an interest rate of 2.05%.

The Company agreed to indemnify the buyer for certain breaches of the Company’s representations and warranties and certain other items for up to $2.8 million and $3.9 million, respectively. An escrow accountincurred no loss from discontinued operations in the ~~amount~~second quarter of ~~$1.1~~fiscal 2017 compared to $2.0 million ~~was established at closing of the sale of PA&E to partially cover the Company’s indemnification obligations.~~ ~~A claim against the escrow amount, if paid, would result in a corresponding decrease~~loss from discontinued operations in the ~~purchase price for the sale of PA&E.~~

~~During the~~ second ~~fiscal~~ quarter of ~~2016 and 2015, the Company incurred a loss of $2.0 million and $14.6 million, respectively, on discontinued operations.~~fiscal 2016. During the first six months of fiscal ~~2016~~2017 and ~~2015, the Company incurred a loss of $6.8 million and $20.5 million, respectively. For the first and second fiscal quarters of fiscal~~ 2016, the Company incurred a loss from discontinued operations of $5.4 million and $6.8 million, respectively. Included in the loss of $5.4 million for the first six months of fiscal 2017 was a $4.3 million loss on Wallop assets held for sale, ~~at Advanced Materials of $2.2 million and $1.4 million, respectively. The loss on assets held for sale in both quarters was~~ principally due to a reduction in the estimated sale price and the effect of changes in foreign currency exchange ~~rates on~~rates. There was no significant change to the estimated sale price ~~and Wallop’s assets held for sale. Principal assumptions used~~ in ~~measuring~~ the ~~estimated loss on assets held for sale included estimated selling price~~second quarter of fiscal 2017.

The operating results of the discontinued ~~business, discount rates, industry growth rates, and pricing~~operations for the three month period ended March 31, 2017, consisted of ~~comparable transactions in~~ the ~~market.~~following:

The operating results of the ~~first~~discontinued operations for the six ~~months~~month period ended March 31, 2017, consisted of ~~fiscal 2015,~~ the Company recorded a $1.7 million increase in a liability related to environmental remediation at a previously sold business for which the Company provided indemnification. A loss of $1.1 million, net of tax, is reflected in discontinued operations.following:

The operating results of the discontinued operations for the three month period ended April 1, 2016, consisted of the following:

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

Net Sales		$	4,479	$	-		$	2,289		$	-		$	6,768		$	4,479	$	-		$	2,289		$	-		$	6,768

Operating earnings (loss)			1,072		(151	)		(2,874	)		(7	)		(1,960	)		1,072		(151	)		(2,874	)		(7	)		(1,960	)
Tax expense (benefit)			273		-			(210	)		-			63			273		-			(210	)		-			63
Income (loss) from discontinued operations		$	799	$	(151	)	$	(2,664	)	$	(7	)	$	(2,023	)	$	799	$	(151	)	$	(2,664	)	$	(7	)	$	(2,023	)

Included in Operating Earnings (Loss):	Included in Operating Earnings (Loss):															Included in Operating Earnings (Loss):
Gain (loss) on net assets held for sale			326		-			(1,381	)		-			(1,055	)	$	326	$	-		$	(1,381	)	$	-		$	(1,055	)

The operating results of the discontinued operations for the six month period ended April 1, 2016, consisted of the following:

~~The operating results of the discontinued operations for the recast three month period ended March 27, 2015, consisted of the following:~~

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

Net Sales		$	13,429		$	6,329	$	2,709		$	-		$	22,467		$	10,061	$	-		$	4,773		$	-		$	14,834

Operating earnings (loss)			(10,624	)		1,449		(4,236	)		(1,180	)		(14,591	)		1,969		(307	)		(8,867	)		(11	)		(7,216	)
Tax expense (benefit)			318			524		(420	)		(413	)		9			686		-			(1,099	)		-			(413	)
Income (loss) from discontinued operations		$	(10,942	)	$	925	$	(3,816	)	$	(767	)	$	(14,600	)	$	1,283	$	(307	)	$	(7,768	)	$	(11	)	$	(6,803	)

Included in Operating Earnings (Loss):	Included in Operating Earnings (Loss):															Included in Operating Earnings (Loss):
Loss on net assets held for sale			(11,439	)		-		(3,008	)		-			(14,447	)
Gain (loss) on net assets held for sale																$	56	$	-		$	(3,628	)	$	-		$	(3,572	)

~~The operating results of the discontinued operations for the recast six month period ended March 27, 2015, consisted of the following:~~

Assets and Liabilities Held for Sale within the Consolidated Balance Sheet at ~~April 1, 2016,~~March 31, 2017, are comprised of the following:

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

Accounts receivable, net		$	4,341		$	-	$	221	$	4,562
Inventories			11,954			-		2,380		14,334
Prepaid expenses			82			-		239		321
Other current assets												$	-	$	-	$	3,659	$	3,659
Current Assets of Businesses Held for Sale	Current Assets of Businesses Held for Sale		16,377			-		2,840		19,217	Current Assets of Businesses Held for Sale		-		-		3,659		3,659

Net property, plant and equipment			5,417			-		9,463		14,880			5,262		-		-		5,262
Intangibles, net			-			-		3,779		3,779
Deferred income tax benefits			(147	)		-		1,370		1,223
Other assets			-			-		1,423		1,423			-		-		4,882		4,882
Non-Current Assets of Businesses Held for Sale	Non-Current Assets of Businesses Held for Sale		5,270			-		16,035		21,305	Non-Current Assets of Businesses Held for Sale		5,262		-		4,882		10,144

Accounts payable			765			-		1,837		2,602			-		-		231		231
Accrued liabilities			8,006			-		3,572		11,578			-		-		838		838
Current Liabilities of Businesses Held for Sale	Current Liabilities of Businesses Held for Sale		8,771			-		5,409		14,180	Current Liabilities of Businesses Held for Sale		-		-		1,069		1,069

Deferred income tax liabilities			-			-		319		319			-		-		1,365		1,365
Other liabilities			503			-		-		503			-		-		320		320
Non-Current Liabilities of Businesses Held for Sale	Non-Current Liabilities of Businesses Held for Sale		503			-		319		822	Non-Current Liabilities of Businesses Held for Sale		-		-		1,685		1,685

Net Assets of Businesses Held for Sale	Net Assets of Businesses Held for Sale	$	12,373		$	-	$	13,147	$	25,520	Net Assets of Businesses Held for Sale	$	5,262	$	-	$	5,787	$	11,049

Assets and Liabilities Held for Sale within the Consolidated Balance Sheet at ~~October 2, 2015,~~September 30, 2016, were comprised of the following:

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

Accounts receivable, net		$	5,360		$	-	$	1,546	$	6,906			$	2,588		$	-	$	4,093	$	6,681
Inventories			14,763			-		5,841		20,604				8,070			-		398		8,468
Prepaid expenses			156			-		185		341				127			-		103		230
Income tax refundable														-			-		71		71
Current Assets of Businesses Held for Sale	Current Assets of Businesses Held for Sale		20,279			-		7,572		27,851		Current Assets of Businesses Held for Sale		10,785			-		4,665		15,450

Net property, plant and equipment			5,474			-		12,199		17,673				5,368			-		2,869		8,237
Intangibles, net			945			-		4,928		5,873				-			-		1,856		1,856
Deferred income tax benefits			(147	)		-		-		(147	)			(392	)		-		400		8
Other assets			-			-		1,518		1,518				-			-		1,299		1,299
Non-Current Assets of Businesses Held for Sale	Non-Current Assets of Businesses Held for Sale		6,272			-		18,645		24,917		Non-Current Assets of Businesses Held for Sale		4,976			-		6,424		11,400

Accounts payable			1,878			-		4,837		6,715				441			-		1,463		1,904
Accrued liabilities			8,340			-		2,051		10,391				7,000			-		1,909		8,909
Current Liabilities of Businesses Held for Sale	Current Liabilities of Businesses Held for Sale		10,218			-		6,888		17,106		Current Liabilities of Businesses Held for Sale		7,441			-		3,372		10,813

Deferred income tax liabilities			-			-		194		194
Other liabilities			2,215			-		-		2,215				-			-		320		320
Non-Current Liabilities of Businesses Held for Sale	Non-Current Liabilities of Businesses Held for Sale		2,215			-		194		2,409		Non-Current Liabilities of Businesses Held for Sale		-			-		320		320

Net Assets of Businesses Held for Sale	Net Assets of Businesses Held for Sale	$	14,118		$	-	$	19,135	$	33,253		Net Assets of Businesses Held for Sale	$	8,320		$	-	$	7,397	$	15,717

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

In Thousands		Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
		April 1,			March 27,			April 1,			March 27,
		2016			2015			2016			2015			March 31,			April 1,			March 31,			April 1,
					(Recast)						(Recast)			2017			2016			2017			2016
Sales
Avionics & Controls		$	198,665		$	187,330		$	384,910		$	393,947		$	213,593		$	198,665		$	406,275		$	384,910
Sensors & Systems			176,069			171,538			328,499			354,432			182,478			176,069			349,551			328,499
Advanced Materials			115,576			109,342			218,378			224,442			113,111			115,576			211,089			218,378
		$	490,310		$	468,210		$	931,787		$	972,821		$	509,182		$	490,310		$	966,915		$	931,787

Earnings from Continuing Operations Before Income Taxes	Earnings from Continuing Operations Before Income Taxes													Earnings from Continuing Operations Before Income Taxes
Avionics & Controls		$	2,649		$	7,934		$	12,062		$	45,260		$	21,761		$	2,649		$	39,678		$	12,062
Sensors & Systems			20,944			16,256			33,728			33,714			27,156			20,944			47,102			33,728
Advanced Materials			23,208			19,469			36,198			41,024			28,322			23,208			38,202			36,198
Segment Earnings			46,801			43,659			81,988			119,998			77,239			46,801			124,982			81,988

Corporate expense			(18,965	)		(19,851	)		(37,030	)		(42,862	)		(20,022	)		(18,965	)		(37,789	)		(37,030	)
Other income			-			12,744			-			12,744
Interest income			94			135			181			319			100			94			196			181
Interest expense			(7,294	)		(5,934	)		(14,510	)		(14,016	)		(7,458	)		(7,294	)		(15,346	)		(14,510	)
		$	20,636		$	30,753		$	30,629		$	76,183		$	49,859		$	20,636		$	72,043		$	30,629

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

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

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

The Avionics & Controls segment includes avionics systems, control and communication systems, and interface technologies capabilities. The Sensors & Systems segment includes power systems, connection technologies and advanced sensors capabilities. The Advanced Materials segment includes engineered materials and defense technologies capabilities.

Our current business and strategic plan focuses on the continued development of our products principally for aerospace and defense ~~markets.~~markets and operational excellence. We are concentrating our efforts to expand our capabilities in these markets, to anticipate the global needs of our customers, and to ~~respond to such needs with comprehensive solutions.~~continually improve our operational performance. These efforts focus on continuous research and new product development, acquisitions and strategic realignments of operations to ~~expand our capabilities as a~~offer more comprehensive ~~supplier to our customers~~solutions across our ~~entire~~ product ~~offering.~~offerings, and the implementation of the principles of our operating system to become a supplier of choice for our customers.

In March 2014, we entered into a Consent Agreement with the U.S. Department of State’s Directorate of Defense Trade Controls Office of Defense Trade Controls Compliance (DDTC) to resolve alleged International Traffic in Arms Regulations (ITAR) civil violations. Among other things, the Consent Agreement required us to pay a $20 million penalty, of which $10 million was suspended and eligible for offset credit. ~~Compliance expense associated with these measures was $5.5 million in the first six months of~~In fiscal 2016, ~~and $7.2~~the DTCC approved costs we incurred to implement compliance measures to fully offset the $10 million ~~in the prior-year period.~~suspended payment. More information about the Consent Agreement is set forth in Note 109 to the Consolidated Financial Statements included in Part 1, Item 1 of this report.

~~On December 5, 2013, we announced~~Sales for the ~~acceleration~~second quarter of ~~our plans~~fiscal 2017 increased $19 million to ~~consolidate certain facilities~~$509.2 million over the prior-year period due to strong sales of Avionics & Controls and ~~create cost efficiencies through shared services~~Sensors & Systems segment products.

Gross margin was 34.5% in the second quarter of fiscal 2017 compared with 31.9% in the prior-year period. Gross profit was $175.9 million and $156.2 million for the second quarter of fiscal 2017 and 2016, respectively. Gross profit mainly benefited from higher sales volume and favorable product mix of Avionics & Controls and Sensors & Systems segment products.

For further explanation about changes in sales and gross profit in the second quarter of fiscal 2017 over the prior-year period, refer to the table at the end of this Overview section for a roll forward presentation of sales and gross profit.

Selling, general and administrative expenses decreased by $5.3 million in the second quarter of fiscal 2017 over the prior-year period to $97.1 million, principally reflecting lower integration expense and ~~support functions. Restructuring expenses~~favorable effect of changes in foreign currency rates.

Research, development and engineering expense increased by $1.8 million to $26.8 million, or 5.3% of sales, in the second quarter of fiscal 2017 from the prior-year period. The increase mainly reflects higher expense for our Advanced Materials segment.

During the second quarter of fiscal 2017, we received a $5.2 million insurance recovery resulting from an energetic incident at one of our countermeasure operations, which occurred in the third quarter of fiscal 2016. The insurance recovery is reported as a separate line item on the Consolidated Statement of Operations and Comprehensive Income (Loss) and is included in Advanced Materials segment earnings. Sales and gross margin of our countermeasure operations business continued to be impacted by the controlled restart of operations following the incident. Management expects the factory will be at planned production levels beginning in the third quarter of fiscal 2017. We received a $5.0 million insurance recovery in the fourth quarter of fiscal 2016 and a $2.6 million insurance recovery in the first quarter of fiscal 2017.

The income tax rate was 28.4% in the second quarter of fiscal 2017 compared with 16.6% in the prior-year period. The increase in the income tax rate is a result of U.K. limitations on interest deductions.

Earnings from continuing operations in the second quarter of fiscal 2017 were ~~$11.7~~$35.1 million, or $1.17 per diluted share, compared with $17.0 million, or $0.57 per diluted share, in the prior-year period.

As explained in Note 11 to the Consolidated Financial Statements included in Part 1, Item 1 of this report, in fiscal 2014, our board of directors previously approved the plan to sell certain non-core business units including Wallop Defence Systems, Ltd. (Wallop), a manufacturer of flare countermeasure devices; a small distribution business; and a small manufacturing business. On March 28, 2017, we sold a small manufacturing business for $0.6 million and ~~$17.4~~a note receivable of $2.4 million, resulting in a gain on sale of the business of $1.2 million. On May 4, 2016, we sold certain assets of Wallop and entered into an agreement to sell Wallop’s naval business. These businesses are reported as discontinued operations.

Discontinued operations in the second quarter of fiscal ~~2015~~2017 were breakeven compared with a $2.0 million loss, or $0.07 per diluted share, in the prior-year period.

Net income in the second quarter of fiscal 2017 was $35.1 million, or $1.17 per diluted share, compared with $15.0 million, or $0.50 per diluted share, in the prior-year period.

Sales for the first six months of fiscal 2017 increased $35.1 million to $966.9 million over the prior-year period due to strong sales of Avionics & Controls and ~~2014, respectively, and $3.3~~Sensors & Systems segment products.

Gross margin was 33.1% in the first six months of fiscal 2017 compared with 31.5% in the prior-year period. Gross profit was $320.0 million and ~~$9.3~~$293.9 million for the first six months of fiscal 2017 and 2016, respectively. Gross profit mainly benefited from higher sales volume and favorable product mix of Avionics & Controls and Sensors & Systems segment products.

For further explanation about changes in sales and gross profit in the first six months of fiscal 2017 over the prior-year period, please refer to the table at the end of this Overview section for a roll forward presentation of sales and gross profit.

Selling, general and administrative expenses decreased by $3.8 million in the first six months of fiscal ~~2016 and 2015, respectively.~~

~~Total sales for the second fiscal quarter of 2016 increased by $22.1 million, or 4.7%,~~2017 over the prior-year period to ~~$490.3~~$192.7 million, ~~mainly~~principally reflecting ~~higher sales volumes across all segments due to higher demand~~decreased integration expense and ~~incremental sales from DAT, partially offset by the~~favorable effect of changes in foreign currency ~~exchange rates relative~~rates.

Research, development and engineering expense decreased by $2.7 million to ~~the U.S. dollar. Avionics & Controls sales volume increased by $6~~$47.8 million, or ~~3%, Sensors & Systems increased by $5 million, or 3%, and Advanced Materials increased by $9 million, or 8%. Incremental~~4.9% of sales, ~~from defense, aerospace and training display (DAT) were $12 million. These increases were partially offset by the effect of changes~~ in ~~foreign currency exchange rates relative to the U.S. dollar compared with the prior-year period of $10 million.~~

Earnings from continuing operations in the second fiscal quarter of 2016 were $17.0 million, or $0.57 per diluted share, compared with $24.9 million, or $0.79 per diluted share, in the prior-year period. Loss from discontinued operations in the second fiscal quarter of 2016 was $2.0 million, or $0.07 per diluted share, compared with $14.6 million, or $0.46 per diluted share, in the prior-year period. Net income in the second fiscal quarter of 2016 was $15.0 million, or $0.50 per diluted share, compared with $10.3 million, or $0.33 per diluted share, in the prior-year period.

~~Total sales for~~ the first six months of fiscal ~~2016 decreased by $41.0 million, or 4.2%, over~~2017 from the prior-year ~~period to $931.8 million, reflecting~~period. The decrease mainly reflects lower ~~sales volumes across all segments due to decreased demand and the effect of changes in foreign currency exchange rates relative to the U.S. dollar.~~expense for our Avionics & Controls ~~sales volume decreased by $52~~segment.

We adopted the new guidance on accounting for share-based payments during the first quarter of fiscal 2017. The new guidance simplifies certain aspects of accounting for share-based payments. The key provision of the new standard requires that excess tax benefits and shortfalls be recorded as income tax benefit or expense in the income statement, rather than in additional paid-in capital. Adoption of the new guidance during the first six months of fiscal 2017 resulted in a $1 million ~~or 13%, Sensors & Systems decreased by $13 million, or 4%, and Advanced Materials decreased by $2 million, or 1%. Additionally,~~decrease in income tax expense.

The income tax rate was 20.2% in the ~~effect~~first six months of ~~changes in foreign currency exchange rates~~fiscal 2017 compared with 11.0% in the prior-year ~~period reduced sales by $29 million. These decreases were partially offset by~~period. The increase in the ~~incremental sales from DAT~~income tax rate is a result of ~~$56 million.~~U.K. limitations on interest deductions.

Earnings from continuing operations in the first six months of fiscal ~~2016~~2017 were $56.7 million, or $1.90 per diluted share, compared with $26.9 million, or $0.90 per diluted share, ~~compared with $59.4 million, or $1.86 per diluted share,~~ in the prior-year period.

Loss from discontinued operations in the first six months of fiscal ~~2016~~2017 was $5.4 million, or $0.18 per diluted share, compared with $6.8 million, or $0.23 per diluted share, ~~compared with $20.5 million, or $0.64 per diluted share,~~ in the prior-year period.

Net income in the first six months of fiscal ~~2016~~2017 was $51.3 million, or $1.72 per diluted share, compared with $20.1 million, or $0.67 per diluted share, ~~compared with $38.9 million, or $1.22 per diluted share,~~ in the prior-year period.

Cash flows from operating activities were ~~$79.9~~$91.3 million in the first six months of fiscal ~~2016~~2017 compared with ~~$50.9~~$79.4 million in the prior-year period. The increase in cash ~~flow~~flows from operating activities ~~reflected higher cash collections of accounts receivable and lower cash payments for income taxes.~~is primarily from improved earnings.

Our sales, gross margin and earnings results for the ~~three and six month period ended April 1, 2016,~~second quarter of fiscal 2017 compared with the prior-year period included a number of significant items which are summarized in the tables below.

~~The following is a roll forward of sales and gross margin from the recast three month period ended March 27, 2015, to the three month period ended April 1, 2016:~~

In Thousands
Avionics &

Sensors &

Advanced

Controls

Systems

Materials

Total

Sales:

Three month period ended March 27, 2015
$
187,330

$
171,538

$
109,342

$
468,210

Foreign currency gain (loss)

(7,128
)

(2,109
)

(2,247
)

(11,484
)

Forward contract gain (loss)

531

839

-

1,370

DAT incremental

12,428

-

-

12,428

Sales volume

6,364

5,080

8,648

20,092

Other

(860
)

721

(167
)

(306
)

Three month period ended April 1, 2016
$
198,665

$
176,069

$
115,576

$
490,310

Gross Margin:

Three month period ended March 27, 2015

55,959

60,083

33,975

150,017

Foreign currency gain (loss)

(5,638
)

(1,101
)

(601
)

(7,340
)

Forward contract gain (loss)

447

839

-

1,286

DAT incremental

5,260

-

-

5,260

DAT inventory fair value adjustment

1,816

-

-

1,816

DAT integration

(1,026
)

-

-

(1,026
)

Volume/mix

2,372

1,222

3,884

7,478

Lower (higher) manufacturing costs

(1,830
)

412

1,120

(298
)

Inventory reserves and EAC adjustment

(840
)

(180
)

-

(1,020
)

Three month period ended April 1, 2016
$
56,520

$
61,275

$
38,378

$
156,173

The following is a roll forward of sales and gross margin from the ~~recast six~~three month period ~~ending~~ended April 1, 2016, to the three month period ended March ~~27, 2015, to~~31, 2017:

The following is a roll forward of sales and gross margin from the six month period ended April 1, ~~2016:~~2016, to the six month period ended March 31, 2017:

In Thousands	Avionics &			Sensors &			Advanced						Avionics &			Sensors &			Advanced
	Controls			Systems			Materials			Total			Controls			Systems			Materials			Total
Sales:
Six month period ended March 27, 2015	$	393,947		$	354,432		$	224,442		$	972,821
Six month period ended April 1, 2016													$	384,910		$	328,499		$	218,378		$	931,787
Foreign currency gain (loss)		(9,582	)		(13,823	)		(3,464	)		(26,869	)		(898	)		(4,659	)		(7,555	)		(13,112	)
Forward contract gain (loss)		(2,053	)		234			-			(1,819	)		5,307			(548	)		-			4,759
DAT incremental		55,554			-			-			55,554
Sales volume		(51,553	)		(12,806	)		(2,370	)		(66,729	)		16,956			26,259			266			43,481
Other		(1,403	)		462			(230	)		(1,171	)
Six month period ended April 1, 2016	$	384,910		$	328,499		$	218,378		$	931,787
Six month period ended March 31, 2017													$	406,275		$	349,551		$	211,089		$	966,915

Gross Margin:
Six month period ended March 27, 2015		134,747			122,985			70,526			328,258
Six month period ended April 1, 2016														116,187			111,510			66,195			293,892
Foreign currency gain (loss)		(5,532	)		(3,041	)		(862	)		(9,435	)		1,163			152			(1,803	)		(488	)
Forward contract gain (loss)		(2,119	)		234			-			(1,885	)		5,368			(548	)		-			4,820
DAT incremental		23,309			-			-			23,309
DAT inventory fair value adjustment		1,816			-			-			1,816
DAT integration		(2,129	)		-			-			(2,129	)
Volume/mix		(26,531	)		(8,362	)		(1,345	)		(36,238	)		478			14,249			(1,885	)		12,842
Lower (higher) manufacturing costs		(4,080	)		(2,514	)		(2,583	)		(9,177	)
Cost initiatives		67			2,388			459			2,914
Factory layout costs (Kaikaku)		(2,307	)		-			-			(2,307	)		2,307			-			-			2,307
Inventory reserves and EAC adjustment		(1,054	)		(180	)		-			(1,234	)
Six month period ended April 1, 2016	$	116,187		$	111,510		$	66,195		$	293,892
Business integration														1,829			-			-			1,829
Inventory cost and EAC adjustment														4,642			-			-			4,642
Other														(543	)		600			65			122
Six month period ended March 31, 2017													$	131,431		$	125,963		$	62,572		$	319,966

The following table shows the average foreign exchange rates for the ~~U.K.~~British pound, Canadian dollar and euro relative to the U.S. dollar for the three and six month periods ended March 31, 2017, and April 1, ~~2016, and March 27, 2015.~~2016.

	Three Months Ended					Six Months Ended					Three Months Ended					Six Months Ended
	April 1,		March 27,			April 1,		March 27,			March 31,		April 1,			March 31,		April 1,
	2016			2015	Change	2016			2015	Change	2017			2016	Change	2017		2016		Change

GBP to USD		1.4200		1.5240	(6.8)%		1.4670		1.5545	(5.6)%		1.2485		1.4200	(12.1)%		1.2463		1.4670	(15.0)%
CAD to USD		0.7337		0.8038	(8.7)%		0.7425		0.8422	(11.8)%		0.7572		0.7337	3.2%		0.7517		0.7425	1.2%
EUR to USD		1.0964		1.1341	(3.3)%		1.0922		1.1905	(8.3)%		1.0616		1.0964	(3.2)%		1.0718		1.0922	(1.9)%

The following ~~tables show~~table shows the impact of changes in the foreign currency exchange rates for the ~~U.K.~~British pound, Canadian dollar and euro relative to the U.S. dollar on operating earnings during the three month period ended ~~April 1, 2016,~~March 31, 2017, compared with the prior-year period.

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

Foreign currency gain (loss)	$	(8,764	)	$	2,706	$	(468	)	$	(6,526	)	$	4,717	$	829		$	(3,071	)	$	2,475
Forward contract gain (loss)		499			1,555		376			2,430			3,194		(716	)		3,273			5,751
Impact on Operating Earnings (Loss)	$	(8,265	)	$	4,261	$	(92	)	$	(4,096	)	$	7,911	$	113		$	202		$	8,226

The following ~~tables show~~table shows the impact of changes in the foreign currency exchange rates for the ~~U.K.~~British pound, Canadian dollar and euro relative to the U.S. dollar on operating earnings during the six month period ended ~~April 1, 2016,~~March 31, 2017, compared with the prior-year period.

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

Foreign currency gain (loss)	$	(6,433	)	$	5,280	$	(524	)	$	(1,677	)	$	5,856	$	1,862		$	(3,791	)	$	3,927
Forward contract gain (loss)		(2,225	)		111		620			(1,494	)		5,234		(1,008	)		3,535			7,761
Impact on Operating Earnings (Loss)	$	(8,658	)	$	5,391	$	96		$	(3,171	)	$	11,090	$	854		$	(256	)	$	11,688

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

Three Month Period Ended March 31, 2017, Compared with Three Month Period Ended April 1, 2016 ~~Compared with Three Month Period Ended March 27, 2015~~

Total sales for the second fiscal quarter increased by ~~$22.1~~$18.9 million, or ~~4.7%~~3.8%, over the prior-year period. Sales by segment were as follows:

In Thousands			Three Months Ended					Three Months Ended
	Increase (Decrease)		April 1,		March 27,		Increase (Decrease)	March 31,		April 1,
	From Prior Year		2016		2015		From Prior Year	2017		2016
					(Recast)

Avionics & Controls		6.1%	$	198,665	$	187,330	7.5%	$	213,593	$	198,665
Sensors & Systems		2.6%		176,069		171,538	3.6%		182,478		176,069
Advanced Materials		5.7%		115,576		109,342	(2.1)%		113,111		115,576
Total Net Sales			$	490,310	$	468,210		$	509,182	$	490,310

The ~~$11.3~~$14.9 million ~~or 6.1%,~~ increase in Avionics & Controls sales over the prior-year period mainly reflected ~~incremental~~the following:

The ~~$4.5~~$6.4 million ~~or 2.6%,~~ increase in ~~Sensors~~Sensor & Systems sales over the prior-year period principally reflected ~~higher~~the following:

The $2.5 million decrease in sales in Advanced Materials over the prior-year period reflected the following:

As of April 1, 2016, the Company has $6.5 million in outstanding accounts receivable on a long-term contract to upgrade avionics on a military transport aircraft. The final payment is due upon contract completion requiring a solution to a radio frequency tuning anomaly which is being tested on the aircraft. ~~Management believes this solution will correct the anomaly, and accordingly, the outstanding receivable is probable of collection.~~

~~Sensors & Systems segment~~Overall, gross margin was ~~34.8%~~34.5% and ~~35.0%~~31.9% for the second ~~fiscal~~ quarter of fiscal 2017 and 2016, respectively. Gross profit was $175.9 million and ~~2015,~~$156.2 million for the second quarter of fiscal 2017 and 2016, respectively. ~~Segment~~Gross profit and gross margin percentage by segment were as follows:

The $14.4 million increase in Avionics & Controls gross profit was ~~$61.3 million compared with $60.1 million in the prior-year period, primarily reflecting the effect of~~mainly from higher sales volumes of ~~connection~~displays, a favorable effect of changes in foreign currency of $4 million, and a decrease in estimated cost at completion adjustments of $4 million compared with the prior-year period.

The $5.6 million increase in Sensors & Systems gross profit principally reflected increased sales volume of power systems and favorable product mix.

The decrease of $0.3 million in Advanced Materials gross profit principally reflected a $2 million decrease in gross margin on sales of defense technologies due to the controlled ramp up of manufacturing following the May 2016 incident noted in the Overview section. Additionally, the decrease in gross margin reflected expenses from the introduction of new countermeasure devices. These decreases were partially offset by ~~lower gross profit on sales of advanced sensors due to production inefficiencies.~~

Advanced Materials segment gross margin was 33.2% and 31.1% for the second fiscal quarter of 2016 and 2015, respectively. Segment gross profit was $38.4 million compared with $34.0 million in the prior-year period. Thean increase in gross profit ~~reflected the impact of~~on higher sales ~~volumes~~ of engineered ~~materials.~~materials for defense applications and commercial aviation. Gross margin on commercial aviation sales benefited from completing the integration of certain manufacturing operations with another Esterline facility.

Selling, general and administrative expenses (which include corporate expenses) totaled $97.1 million, or 19.1% of sales, and $102.4 million, or 20.9% of sales, ~~and $99.4 million, or 21.2% of sales,~~ for the second ~~fiscal~~ quarter of fiscal 2017 and 2016, ~~and 2015,~~ respectively. ~~Selling, general and administrative expenses increased compared with the prior-year period due to incremental~~The decrease in selling, general and administrative expense mainly reflected a $3 million decrease in integration expenses, ~~from DAT of~~a $5 million favorable effect of changes in foreign currency rates, partially offset by ~~lower acquisition expenses.~~a $2 million bad debt expense.

Research, development and engineering spending was $26.8 million, or 5.3% of sales, for the second quarter of fiscal 2017 compared with $25.0 million, or 5.1% of sales, for the second ~~fiscal~~ quarter of ~~2016 compared with $25.1~~fiscal 2016. The $2 million ~~or 5.4% of sales, for the second fiscal quarter of 2015. The decrease reflected lower spending on avionics systems developments, partially offset by incremental~~increase in research, development and engineering ~~from DAT of $1.4 million.~~

~~Total restructuring expenses were $1.9 million, or 0.4% of sales,~~principally reflected higher spending in the second fiscal quarter of 2016, of which $0.9 million is reported separately as restructuring expenses and $1.0 million is included in cost of goods sold. Total restructuring expenses were $3.8 million, or 0.8% of sales, in the second fiscal quarter of 2015, of which $1.6 million is reported separately as restructuring expenses and $2.1 million is included in cost of goods sold.

During the second fiscal quarter of 2015, we recognized a $15.7 million gain in other income and a $2.4 million reduction in interest expense upon the lapse of a statutory period related to a liability for a non-income tax position of an acquired company.Advanced Materials segment.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the second ~~fiscal~~ quarter of ~~2016~~fiscal 2017 totaled ~~$46.8~~$77.2 million, or ~~9.5%~~15.2% of sales, compared with ~~$43.7 million, or 9.3% of sales, for the second fiscal quarter in 2015.~~

Avionics & Controls segment earnings were $2.6 million, or 1.3% of sales, in the second fiscal quarter of 2016 and $7.9 million, or 4.2% of sales, in the second fiscal quarter of 2015, mainly reflecting increased operating expenses of $6 million. The increase in operating expenses principally reflects incremental selling, general and administrative expenses and research, development and engineering costs from DAT of $4 million, $3 million in DAT integration expense, and a $3 million foreign currency loss on mainly monetary assets. The loss on monetary assets was due to the strengthening of the Canadian dollar relative to the U.S. dollar from the end of the first fiscal quarter of 2016 to the end of the second fiscal quarter of 2016. In the prior-year period, the Canadian dollar weakened relative to the U.S. dollar. These increases were partially offset by a $2 million write-off of fixed assets due to an avionics systems program realignment recorded in the prior-year period.

~~Sensors & Systems segment earnings were $20.9 million, or 11.9% of sales, for the second fiscal quarter of 2016 compared with $16.3~~$46.8 million, or 9.5% of sales, for the second quarter in fiscal ~~quarter~~2016. Segment earnings by segment were as follows:

The $19 million increase in Avionics & Controls segment earnings mainly reflected an increase in gross profit of ~~2015. The change mainly reflects~~$14 million, lower ~~selling, general~~integration expense of $3 million, and ~~administrative expenses due to the~~a favorable effect of changes in foreign currency exchange rates of ~~$3 million. In addition, restructuring expenses~~$4 million on operating expenses. These increases were ~~$0.8~~partially offset by $2 million ~~and $2.4~~in bad debt expense on a long-term contract.

The $6 million increase in Sensors & Systems segment earnings principally reflected an increase in gross profit.

The $5 million increase in Advanced Materials segment earnings mainly reflected the $5.2 million insurance recovery noted in the Overview section.

Interest expense for the second quarter of fiscal 2017 was $7.5 million compared with $7.3 million for the second quarter of fiscal 2016. The increase in interest expense mainly reflected a higher interest rate, partially offset by lower borrowings.

The income tax rate was 28.4% in the second fiscal quarter of ~~2016 and 2015, respectively.~~

~~Advanced Materials segment earnings were $23.2 million, or 20.1% of sales, for the second~~ fiscal ~~quarter of 2016~~2017 compared with $19.5 million, or 17.8% of sales, for the second fiscal quarter of 2015, primarily reflecting higher sales volumes of engineered materials. Restructuring expenses were $0.7 million and $1.0 million in the second fiscal quarter of 2016 and 2015, respectively.

~~Interest expense for the second fiscal quarter of 2016 was $7.3 million compared with $5.9 million for the second fiscal quarter of 2015. Interest expense~~16.6% in the prior-year ~~was favorably impacted by the $2.4 million adjustment noted above.~~

period. The income tax rate ~~was 16.6% in~~for the second ~~fiscal~~ quarter of ~~2016 compared with 18.6% in~~fiscal 2017 reflects the ~~prior-year period. In the second fiscal quarter of 2016, we recognized $0.3 million of discrete~~U.K. tax ~~benefits due to income tax return to provision adjustments. In the second fiscal quarter of 2015, we recognized $0.5 million of discrete tax~~law changes limiting interest expense principally related to the following two items. The first item was a $2.0 million tax expense due to income tax return to provision adjustments. The second item was approximately $1.5 million of discrete tax benefits due to the retroactive extension of the U.S. federal research and experimentation credits.deductions. The income tax rate differed from the statutory rate in the second quarter of fiscal ~~quarters of~~2017 and 2016, ~~and 2015,~~ as both years benefited from various tax credits and certain foreign interest expense deductions.

Six Month Period Ended ~~April 1, 2016,~~March 31, 2017, Compared with Six Month Period Ended ~~March 27, 2015~~April 1, 2016

Total sales for the first six months of fiscal ~~2016 decreased~~2017 increased by ~~$41.0~~$35.1 million, or ~~4.2%~~3.8%, over the prior-year period. Sales by segment were as follows:

In Thousands		Six Months Ended					Six Months Ended
	Increase (Decrease)	April 1,		March 27,
	From Prior Year	2016		2015		Increase (Decrease)	March 31,		April 1,
				(Recast)		From Prior Year	2017		2016

Avionics & Controls	(2.3)%	$	384,910	$	393,947	5.6%	$	406,275	$	384,910
Sensors & Systems	(7.3)%		328,499		354,432	6.4%		349,551		328,499
Advanced Materials	(2.7)%		218,378		224,442	(3.3)%		211,089		218,378
Total Net Sales		$	931,787	$	972,821		$	966,915	$	931,787

The ~~$9.0~~$21.4 million ~~or 2.3%, decrease~~increase in Avionics & Controls sales over the prior-year period mainly reflected ~~lower~~the following:

The ~~$25.9~~$21.1 million ~~or 7.3%, decrease~~increase in ~~Sensors~~Sensor & Systems sales over the prior-year period principally reflected ~~lower~~the following:

The ~~$6.1~~$7.3 million ~~or 2.7%,~~ decrease in sales in Advanced Materials ~~sales~~ over the prior-year period ~~reflected lower sales volumes of engineered materials under long-term defense contracts for metal insulation applications and the effect of weakening foreign currencies of $3 million.~~

~~Overall, gross margin~~ was 31.5% and 33.7% for the first six months of fiscal 2016 and 2015, respectively. Gross profit was $293.9 million and $328.3 million for the first six months of fiscal 2016 and 2015, respectively. Gross profit was impacted by $1.4 million and $4.4 million in restructuring expense in the first six months of fiscal 2016 and 2015, respectively.

Avionics & Controls segment gross margin was 30.2% and 34.2% for the first six months of fiscal 2016 and 2015, respectively. Segment gross profit was $116.2 million compared with $134.7 million in the prior-year period. The decrease in gross profit reflected the impact of lower sales volumes/mix of $27 million and an increase in other expenses of $9 million. The decreasemainly due to sales volume mainly reflected an $11 million impact on lower sales of avionics systems and a $15 million impact on decreased sales of control and communication systems. These lower sales volumes resulted in a lower recovery of fixed costs. The higher other expenses included DAT integration costs of $2 million, the ~~cost of a major factory layout event (Kaikaku) of $2 million, and other manufacturing costs of $5 million due to production inefficiencies. Additionally, gross margin was impacted by the~~unfavorable effect of changes in foreign currency exchange rates of $8 million. Additionally, sales volumes of defense technologies countermeasure devices declined $5 million due to the controlled resumption of efficient operations following the energetic incident at one of our operations in May 2016. These decreases were partially offset by ~~incremental gross profit from DAT~~higher sales volumes of ~~$23 million and a $2 million inventory fair value adjustment recorded in the prior year period.~~engineered materials for commercial aviation of $6 million.

~~Sensors & Systems segment~~Overall, gross margin was ~~33.9%~~33.1% and ~~34.7%~~31.5% for the first six months of fiscal 2017 and 2016, ~~and 2015,~~ respectively. ~~Segment gross~~Gross profit was ~~$111.5 million compared with $123.0 million in the prior-year period, primarily reflecting the impact of lower sales volume/mix of advanced sensors of $4~~$320.0 million and ~~power systems of $5 million. Gross margin was impacted by the effects of changes in foreign currency exchange rates of $3 million.~~

~~Advanced Materials segment gross margin was 30.3% and 31.4%~~$293.9 million for the first six months of fiscal 2017 and 2016, respectively. Gross profit and ~~2015, respectively. Segment~~gross margin percentage by segment were as follows:

The $15.2 million increase in Avionics & Controls gross profit ~~was $66.2 million compared with $70.5 million~~is mainly from favorable foreign currency effects, lower estimate at completion adjustments on avionics systems long-term contracts and integration/Kaikaku (factory layout) expenses incurred in the prior-year period. These benefits were tempered by higher expenses associated with the introduction of new programs.

The $14.5 million increase in Sensors & Systems gross profit principally reflected increased sales volume and favorable product mix across all platforms.

The $3.6 million decrease in Advanced Materials gross profit principally reflected a decrease in gross ~~profit reflected the impact~~margin on sales of ~~higher manufacturing costs of $4 million, mainly~~defense technologies due to ~~engineered materials~~the controlled ramp up of manufacturing ~~inefficiencies.~~following the May 2016 incident noted in the Overview section and expenses from the introduction of new countermeasure devices.

Selling, general and administrative expenses (which include corporate expenses) totaled $192.7 million, or 19.9% of sales, and $196.5 million, or 21.1% ~~of sales, and $197.5 million, or 20.3%~~ of sales, for the first six months of fiscal 2017 and 2016, ~~and 2015,~~ respectively. ~~Selling,~~The decrease in selling, general and administrative expense mainly reflected a $5 million decrease in integration expenses, ~~in the first six months of fiscal 2016 reflected the~~a favorable effect of changes in foreign currency ~~exchange~~ rates of ~~$9 million, a $2 million write-off of fixed assets due to an avionics systems program realignment recorded in the prior-year period and~~

~~lower corporate expenses. Corporate expenses decreased by~~ $6 million, ~~principally due to a $3 million pension settlement in the prior-year quarter and decreased acquisition expenses. These decreases were~~ partially offset by ~~incremental~~$2 million in bad debt expense on a long-term contract, and increased other selling, general and administrative ~~expenses from DAT of $11 million and $3 million in DAT integration expense.~~expenses.

Research, development and engineering spending was $47.8 million, or 4.9% of sales, for the first six months of fiscal 2017 compared with $50.5 million, or 5.4% of sales, for the first six months of fiscal ~~2016 compared with $48.7~~2016. The $2.7 million ~~or 5.0% of sales, for the prior-year period. The increase~~decrease in research, development and engineering ~~spending~~ principally reflected ~~incremental research, development and engineering from DAT of $7 million, partially offset by~~ lower spending ~~on avionics systems and power systems developments.~~

~~Total restructuring expenses were $3.3 million, or 0.4% of sales,~~in the Avionics & Controls segment in the first six months of ~~2016,~~fiscal 2017. Management expects that the full year research, development and engineering expense will be approximately 5% of which $1.9 million is reported separately as restructuring expenses and $1.4 million is included in cost of goods sold. Total restructuring expenses were $9.3 million, or 1.0% of sales, in the first six months of 2015, of which $4.9 million is reported separately as restructuring expenses and $4.4 million is included in cost of goods sold.sales.

Segment earnings (operating earnings excluding corporate expenses and other income or expense) for the first six months of fiscal ~~2016~~2017 totaled $125.0 million, or 12.9% of sales, compared with $82.0 million, or 8.8% ~~of sales, compared with $120.0 million, or 12.3%~~ of sales, for the first six months ~~of 2015.~~in fiscal 2016. Segment earnings by segment were as follows:

The $28 million increase in Avionics & Controls segment earnings ~~were $12.1~~mainly reflected the following:

The $13 million increase in Sensors & Systems segment earnings principally reflected the increase in gross profit on higher sales volumes and ~~$5.3~~improved product mix.

The $2 million increase in ~~the first six months of 2016 and 2015, respectively.~~

Advanced Materials segment earnings ~~were $36.2~~mainly reflected a $7.8 million ~~or 16.6% of sales, for the first six months of fiscal 2016 compared with $41.0~~insurance recovery noted above, partially offset by a $4 million ~~or 18.3% of sales, for the first six months of 2015, primarily reflecting higher manufacturing costs at engineered materials. Restructuring expenses were $0.9 million and $2.4 million~~decrease in ~~the first six months of 2016 and 2015, respectively.~~gross profit.

Interest expense for the first six months of fiscal ~~2016~~2017 was ~~$14.5~~$15.3 million compared with ~~$14.0~~$14.5 million for the first six months of ~~2015.~~fiscal 2016. The increase in interest expense mainly reflected a higher interest rate partially offset by lower borrowings.

The income tax ~~rates were~~rate was 20.2% and 11.0% ~~and 21.9%~~ for the first six months of fiscal 2017 and 2016, respectively. The income tax rate in the current period was higher primarily due to U.K. limitations on interest deductions. In the first six months of 2017, we recognized $5.4 million of discrete tax benefits primarily related to a reduction of the income tax rate in France for fiscal year 2020 and ~~2015, respectively.~~the early adoption of the accounting standard update for employee share-based payment awards. In the first six months of 2016, we recognized approximately $2.2 million of discrete tax benefits principally related to ~~the following items. The first item was a $1.3 million reduction of net deferred income tax liabilities as a result of~~ the enactment of tax laws reducing the U.K. statutory income tax ~~rate. The second item was approximately $1.3 million of discrete tax benefits due to~~rate, and the retroactive extension of the U.S. federal research and ~~experimentation~~development credits. ~~The third item was a $0.4 million tax expense due~~

If enacted, recent proposals to income tax return to provision adjustments. In the first six months of 2015, we recognized approximately $0.2 million of discrete tax benefits principally related to the following two items. The first item was approximately $1.5 million of discrete tax benefits due to the retroactive extension oflower the U.S. ~~federal research and experimentation credits. The second item was a $1.3 million tax expense due to income tax return to provision adjustments. The~~corporate income tax rate ~~differed~~ from the current Federal statutory income tax rate of 35% would require us to reduce our net deferred tax assets primarily related to our U.S. post-retirement benefit plan, resulting in a one-time, non-cash increase in income tax expense in the ~~first six~~year of enactment. In subsequent years, our income tax expense would be materially reduced.

During the next 12 months, ~~of fiscal 2016 and 2015, as both years benefited from various tax credits and certain foreign interest expense deductions.~~

Itit is reasonably possible that ~~within the next twelve months~~ approximately ~~$1.1~~$1.4 million of tax benefits that are currently unrecognized could be recognized as a result of settlement of examinations and/or the expiration of applicable statutes of limitations. We recognize interest related to unrecognized tax benefits in income tax expense.

Backlog was $1.2 billion at March 31, 2017, $1.3 billion at September 30, 2016, and $1.3 billion at April 1, 2016. New orders for the first six months of fiscal ~~2016~~2017 were ~~$1.1 billion~~approximately $900 million compared with ~~$0.9~~$1 billion in the prior-year period, reflecting ~~an increase~~a decrease across all segments.

Cash and cash equivalents at ~~April 1, 2016,~~March 31, 2017, totaled ~~$219.3~~$253.5 million, ~~an increase~~a decrease of ~~$27.9~~$5.0 million from ~~October 2, 2015.~~September 30, 2016. Net working capital ~~decreased to $700.0~~was $777.9 million at ~~April 1, 2016, from $718.2 million at October 2, 2015.~~March 31, 2017, even with September 30, 2016. Sources and uses of cash flows from operating activities principally consisted of cash received from the sale of products and cash payments for material, labor and operating expenses.

Cash flows provided by operating activities were ~~$79.9~~$91.3 million and ~~$50.9~~$79.4 million in the first six months of fiscal ~~2016~~2017 and ~~2015,~~2016, respectively. The increase in cash ~~flow~~flows from operating activities ~~reflected higher cash collections of accounts receivable and lower cash payments for income taxes.~~is primarily from improved earnings.

Cash flows used by investing activities were ~~$43.6~~$28.5 million and ~~$196.4~~$43.6 million in the first six months of fiscal 2017 and 2016, respectively, and ~~2015, respectively. Cash flows used by investing activities in the first six months of fiscal 2016~~ were primarily for capital expenditures, ~~of $42.5 million,~~ including the purchase of a building for our ~~DAT operation. Cash flows used by investing activities~~Esterline Advanced Displays (EAD) operation in the ~~first six months of fiscal 2015 were primarily capital expenditures of $25.3 million and cash paid for an acquisition of $171.1 million, net of cash acquired.~~prior year.

Cash flows used by financing activities were ~~$9.2~~$58.7 million in the first six months of fiscal 2017, mainly reflecting:

Cash flows used by financing activities were $8.8 million in the first six months of fiscal 2016 and mainly ~~reflected a $10.0~~reflected:

Capital expenditures, consisting of building, machinery, equipment and computers, are anticipated to be approximately ~~$70~~$60 million during fiscal ~~2016,~~2017, compared with ~~$49.3~~$68.5 million expended in ~~eleven-month~~ fiscal ~~2015 (excluding acquisitions).~~2016. Capital expenditures in fiscal 2017 are lower compared with the prior year due to the purchase of a building for our EAD operation in the prior year.

Total debt at ~~April 1, 2016,~~March 31, 2017, was ~~$880.8~~$778.4 million and consisted of ~~$242.9~~$231.3 million of the U.S. Term Loan, due 2020, ~~$370.7~~$351.6 million (€330.0 million) of the 2023 Notes, ~~$165.0~~$90.0 million in borrowings under our secured credit facility, ~~$44.6~~$68.5 million under capital lease obligations, $42.1 million in government refundable advances ~~$57.4 million under capital lease obligations,~~ and ~~$0.2 million under our various foreign currency~~net of debt ~~agreements and other debt agreements.~~issuance costs of $5.1 million.

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

This quarterly report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risk factors set forth in “Forward-Looking Statements” and “Risk Factors” in our ~~Transition~~ Report on Form 10-K for the fiscal year ended ~~October 2, 2015,~~September 30, 2016, that may cause our or the industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included or incorporated by reference into this report are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

There have been no significant changes in our exposure to market risk during the first ~~three~~six months of fiscal ~~2016.~~2017. A discussion of our exposure to market risk is provided in the Company’s ~~Transition~~ Report on Form 10-K for the fiscal year ended ~~October 2, 2015.~~September 30, 2016.

Our principal executive and financial officers evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~April 1, 2016.~~March 31, 2017. Based upon that evaluation, they concluded as of ~~April 1, 2016,~~March 31, 2017, that our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in Securities and Exchange Commission rules and forms. In addition, our principal executive and financial officers concluded as of ~~April 1, 2016,~~March 31, 2017, that our disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During the time period covered by this report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe that adequate reserves for these liabilities have been made and that there is no litigation pending that could have a material adverse effect on our results of operations and financial condition.

See Note 109 to the Consolidated Financial Statements included in Part 1, Item 1 of this report for information regarding legal proceedings.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

In Thousands	March 31,			September 30,
	2017			2016

U.S. credit facility	$	90,000		$	155,000
U.S. Term Loan, due April 2020		231,250			237,500
3.625% Senior Notes, due April 2023		351,648			370,920
Government refundable advances		42,139			44,994
Debt issuance costs		(5,132	)		(5,609	)
Obligation under capital leases		68,468			67,765
		778,373			870,570
Less current maturities		14,168			16,774
Carrying amount of long-term debt	$	764,205		$	853,796

In Thousands
As of January 31, 2015

Current assets	$	80,400
Property, plant and equipment		6,206
Intangible assets subject to amortization
Programs (15 year average useful life)		56,455
Programs (3 year average useful life)		677
Trade name (3 year average useful life)		226
Goodwill		48,537
Other assets		3,401
Total assets acquired		195,902

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

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

Cost of sales	$	3,014	$	633	$	714	$	4,361
Restructuring charges		3,762		48		1,117		4,927
Total	$	6,776	$	681	$	1,831	$	9,288

Exhibit
Number		Exhibit Index

10.1	*	~~Agreement for Lease for 4 & 5 Eastbrook Day Centre, Eastbrook Trading Centre among Sheldon Friendly Society, Darchem Engineering Limited and~~ Esterline Technologies Corporation ~~dated~~2013 Equity Incentive Plan, as ~~of March 10,~~amended and restated on December 16, 2016. (Incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed on December 29, 2016 [Commission File Number 1-6357].)

11		Schedule setting forth computation of basic and diluted earnings per share for the three and six month periods ended March 31, 2017, and April 1, ~~2016, and March 27, 2015.~~2016.

31.1		Certification of Chief Executive Officer.

31.2		Certification of Chief Financial Officer.

32.1		Certification (of Curtis C. Reusser) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Dated: May ~~6, 2016~~5, 2017	By:	/s/ Robert D. George
		Robert D. George
		Executive Vice President, Chief Financial Officer, and
		Corporate Development
		(Principal Financial Officer)

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