Esterline Technologies to Acquire Racal Acoustics - Final.(Broadcast transcript)

OPERATOR: Good day, and welcome, ladies and gentlemen, to the Esterline Technologies conference call to discuss Esterline's agreement to acquire UK-based Racal Acoustics.

At this time, I would like to inform you that this conference is being recorded and that all participants are in a listen-only mode. At the request of the Company, we will open the conference up for questions and answers after the presentation.

I will now turn the conference over to Mr. Brian Keogh. Please go ahead, sir.

BRIAN KEOGH, DIRECTOR OF CORPORATE COMMUNICATIONS, ESTERLINE TECHNOLOGIES: Thank you. Good morning, everyone, and welcome to snowy Seattle, and thanks for joining us to talk today about our latest acquisition.

Bob Cremin, Esterline's Chairman, President and CEO, and Bob George, Vice President and CFO, are on the call. Also, Steve Larson, our Vice President of Strategy and Technology, is joining us on the call today. Due to travel schedules, we're not all in the same place, so bear with us; we'll do our best not to talk over each other.

As always, this call is being broadcast live on the Internet, and as was mentioned, is being recorded. A replay will be available shortly after the call. Those numbers will be provided at the end of the call.

The Operator -- let's see -- there's also a replay -- will be available at the Investor Relations section of our website at www.Esterline.com. The news release announcing this transaction is also on the website. In the release, there's a paragraph regarding forward-looking statements. It covers this call as well.

In essence, it says that forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 are based on management's current expectations and are not guarantees of future performance. These forward-looking statement always involve risk and uncertainty, which we detail in our public filings with the Securities and Exchange Commission.

To begin, we have some prepared remarks and then we'll get to the Q&A. As is our practice, we are going to put a two-question limit on the first round, and then circle back for any follow-up, as time allows.

With that order of business complete, I'll turn the call over to Bob Cremin. Bob?

BOB CREMIN, CHAIRMAN, PRESIDENT AND CEO, ESTERLINE TECHNOLOGIES: Good. Thanks, Brian, and hello to everybody. First off, I've got to tell you that Steve Larson -- he's the man behind every one of our more than 30 acquisitions. He absolutely deserves a medal for his work in this transaction. [He does] an incredible amount of travel, incredible long hours, and he's just dedicated to getting the job done and I can tell you well beyond the call of duty.

But in lieu of a medal, though, I've asked him to take the lead today on this conference call. Before we go there, (technical difficulty) a few words to get us all on the same page.

First, our acquisition of NMC closed last week. As we discussed recently in our most recent quarterly call, NMC is a great bolt-on to our engineered materials business. With NMC located in Pomona, California, that's in close proximity to our primary engineered materials operation. We expect good integration opportunities.

Now for Racal. You know, this is another great-fit acquisition for us. You know, Esterline is best known for making components for things that fly. And that's on the thousands of aircraft that take off and land. But over the years, Esterline also has been quietly carving out a solid niche as a provider of sophisticated equipment to support the hundreds of thousands of ground combat troops that put themselves in harm's way every day.

Our products range from light-weight combustible propellant casings and battlefield flares and decoys, to our night vision-compatible black-out switches used on Humvees and other vehicles, to our night -- nuclear biological and chemical warfare-resistant sealing systems that protect ally tank crews; and finally, we provide a wide and growing range of recognized components for secure battlefield communications.

In this latter area, clearly, Racal fits like a glove. Racal is a premier designer of high technology, ruggedized, personal communications equipment. The product offering ranges from light-weight, noise-reducing headsets to advanced battlefield secured telephone networks. And there are any number of other attributes that make Racal a classic Esterline acquisition.

For example, like Esterline, maintains many sole-source positions. Its products have high intellectual property content and perform mission-critical applications. Like several other UK-based Esterline operations, Racal is the design authority for their area of expertise, the British Ministry of Defense.

Racal fits Esterline on other levels, as well, because it has high margins, good cash flow, requires low capital expenditures, and has a high level of …