Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F7,F8,F9	Nov 17, 2016	X	2,700	$70.00	D	114,715	I	See Footnotes
Common Stock^F2,F7,F8,F9	Nov 17, 2016	X	1,500	$70.00	D	82,061	I	See Footnotes
Common Stock^F1,F7,F8,F9	Nov 18, 2016	X	9,000	$70.00	D	105,715	I	See Footnotes
Common Stock^F2,F7,F8,F9	Nov 18, 2016	X	6,900	$70.00	D	75,161	I	See Footnotes
Common Stock^F3,F7,F8,F9	holding	—	—		—	13,665	I	See Footnotes
Common Stock^F4,F7,F8,F9	holding	—	—		—	204,820	I	See Footnotes
Common Stock^F5,F7,F8,F9	holding	—	—		—	20,574	I	See Footnotes
Common Stock^F6,F7,F8,F9	holding	—	—		—	125,459	I	See Footnotes
Common Stock^F10,F11	holding	—	—		—	2,863,871	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Call Option (obligation to sell)^F1,F7,F8,F9	$70.00	Nov 17, 2016	X	27	D	Aug 16, 2016	Nov 18, 2016	Common Stock	2,700	90	I
Call Option (obligation to sell)^F2,F7,F8,F9	$70.00	Nov 17, 2016	X	15	D	Aug 16, 2016	Nov 18, 2016	Common Stock	1,500	69	I
Call Option (obligation to sell)^F1,F7,F8,F9	$70.00	Nov 18, 2016	X	90	D	Aug 16, 2016	Nov 18, 2016	Common Stock	9,000	0	I
Call Option (obligation to sell)^F2,F7,F8,F9	$70.00	Nov 18, 2016	X	69	D	Aug 16, 2016	Nov 18, 2016	Common Stock	6,900	0	I

Explanation of responses

F1On November 17, 2016, options to purchase an aggregate of 2,700 shares of common stock of Esterline Technologies Corporation (the "Issuer") that were sold by FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7") were exercised by the counterparty at the exercise price of $70 per share and on November 18, 2016, options to purchase an aggregate of 9,000 shares of common stock of the Issuer that were sold by FPA Hawkeye -7 were exercised by the counterparty at the exercise price of $70 per share. First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye-7.
F10Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment adviser to FPA Crescent Fund and may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Managing Partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and Managing Partner of FPA.
F11(Continued from footnote 10) Messrs. Selmo and Landecker may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund and Partners of FPA. FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund.
F2On November 17, 2016, options to purchase an aggregate of 1,500 shares of common stock of the Issuer that were sold by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye") were exercised by the counterparty at the exercise price of $70 per share and on November 18, 2016, options to purchase an aggregate of 6,900 share of common stock of the Issuer that were sold by the FPA Hawkeye were exercised at the exercise price of $70 per share. FPA serves as manager of and investment adviser to FPA Hawkeye.
F3Shares of common stock of the Issuer held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). FPA serves as manager of and investment adviser to FPA Select.
F4Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.
F5Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.
F6Shares of common stock of the Issuer held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity", and together with FPA Hawkeye-7, FPA Hawkeye, FPA Select, FPA Select Drawdown, and FPA Value Partners, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Global Opportunity.
F7FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by each of the Private Investment Funds as the investment adviser to and manager or general partner, as applicable, of each of the Private Investment Funds. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Hawkeye and FPA Hawkeye-7, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,
F8(Continued from footnote 7) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker may be deemed to have a pecuniary interest in a portion of the securities held directly by the Private Investment Funds due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,
F9(Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer held directly by the Private Investment Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks

First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Esterline Technologies Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts.