ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New York
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16-0757636
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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East Aurora, New York
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14052-0018
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, $1.00 Par Value
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New York Stock Exchange
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Class B Common Stock, $1.00 Par Value
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New York Stock Exchange
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Item 1.
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Business.
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•
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Aircraft Controls: Parker Hannifin, UTC Aerospace Systems (Goodrich, Hamilton Sundstrand), Liebherr Group, Nabtesco, Woodward and Curtiss-Wright.
|
•
|
Space and Defense Controls: Honeywell, Parker Hannifin, Vacco, ValveTech, Marotta, SABCA, Aerojet Rocketdyne, Snecma, Valcor, Aeroflex, UTC Aerospace Systems (Hamilton Sundstrand), Flowserve Limitorque, Sargant Industries, RUAG, Woodward, Sierra-Nevada Corp., Videotec, Lord Corp., SEAKR Engineering, Southwest Research Institute, Curtiss-Wright, Cohu, Schneider Pelco Electric and AXIS Communications.
|
•
|
Industrial Systems: Bosch Rexroth, Danaher, Baumuller, Siemens, Emerson, Parker Hannifin, REenergy Electric (Suzhou), MTS Systems Corp., Exlar and Hydradyne.
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•
|
Components: Danaher, Allied Motion Technologies, Ametek, Woodward MPC, Axsys Technologies, Schleifring, Aeroflex Airflyte, Smiths Medical, Kearfott and Stemmann - Technik.
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•
|
Medical Devices: B. Braun Medical, CareFusion, Smiths Medical, Hospira, Alcon, Baxter International, CME Medical, Covidien and Introtek.
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•
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Aircraft Controls: Boeing, Lockheed Martin, Airbus, BAE Systems, Bombardier, Gulfstream, Honeywell, Northrop Grumman, Bell Helicopter, Embraer and the U.S. Government.
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•
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Space and Defense Controls: Lockheed Martin, Raytheon, Orbital Sciences, BAE Systems, Aeroject Rocketdyne, Alliant Techsystems, Boeing, General Dynamics and Thales Alenia Space.
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•
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Industrial Systems: CAE, Alstom, REpower Systems, FlightSafety International, Husky Energy, Arburg, Shuler, Doosan, Danieli and Schlumberger.
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•
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Components: Raytheon, Lockheed Martin, Philips Medical and the U.S. Government.
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•
|
Medical Devices: Danone Nutricia, B. Braun Medical, Nestle and Abbott Laboratories.
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Executive Officers
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Age
|
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Year First Elected Officer
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|
|
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John R. Scannell
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Chief Executive Officer
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50
|
|
2006
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Robert T. Brady
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Executive Chairman of the Board
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|
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Director; Member, Executive Committee
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72
|
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1967
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Joe C. Green
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|
|
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Executive Vice President; Chief Administrative Officer;
|
|
|
|
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Director; Member, Executive Committee
|
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72
|
|
1973
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Richard A. Aubrecht
|
|
|
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Vice Chairman of the Board; Vice President - Strategy and Technology;
|
|
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Director; Member, Executive Committee
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69
|
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1980
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Donald R. Fishback
|
|
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Vice President; Chief Financial Officer
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57
|
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1985
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Martin J. Berardi
|
|
|
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Vice President
|
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57
|
|
2000
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Warren C. Johnson
|
|
|
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Vice President
|
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54
|
|
2000
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Jay K. Hennig
|
|
|
|
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Vice President
|
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53
|
|
2002
|
Lawrence J. Ball
|
|
|
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Vice President
|
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59
|
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2004
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Harald E. Seiffer
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|
|
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Vice President
|
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54
|
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2005
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Sasidhar Eranki
|
|
|
|
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Vice President
|
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59
|
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2006
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Sean Gartland
|
|
|
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Vice President
|
|
50
|
|
2010
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Gary A. Szakmary
|
|
|
|
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Vice President
|
|
62
|
|
2011
|
Patrick J. Roche
|
|
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Vice President
|
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50
|
|
2012
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Jennifer Walter
|
|
|
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Controller; Principal Accounting Officer
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42
|
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2008
|
Timothy P. Balkin
|
|
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Treasurer; Assistant Secretary
|
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54
|
|
2000
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John B. Drenning
|
|
|
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Secretary
|
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76
|
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1989
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Item 1A.
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Risk Factors.
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•
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develop products that are superior to our products,
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•
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develop products of comparable quality and performance that are more competitively priced than our products,
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•
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develop methods of more efficiently and effectively providing products and services, or
|
•
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adapt more quickly than we do to new technologies or evolving customer requirements.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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|
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Square Feet
|
|||||||
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Owned
|
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Leased
|
|
Total
|
|||
Aircraft Controls
|
|
1,423,000
|
|
|
390,000
|
|
|
1,813,000
|
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Space and Defense Controls
|
|
555,000
|
|
|
410,000
|
|
|
965,000
|
|
Industrial Systems
|
|
704,000
|
|
|
685,000
|
|
|
1,389,000
|
|
Components
|
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629,000
|
|
|
257,000
|
|
|
886,000
|
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Medical Devices
|
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142,000
|
|
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125,000
|
|
|
267,000
|
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Corporate Headquarters
|
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20,000
|
|
|
2,000
|
|
|
22,000
|
|
Total
|
|
3,473,000
|
|
|
1,869,000
|
|
|
5,342,000
|
|
•
|
Aircraft Controls - U.S., Philippines and United Kingdom.
|
•
|
Space and Defense Controls - U.S., Netherlands, United Kingdom, Germany and Ireland.
|
•
|
Industrial Systems - Germany, U.S., Italy, China, Japan, Netherlands, Luxembourg, Philippines, India and United Kingdom.
|
•
|
Components - U.S., United Kingdom and Canada.
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•
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Medical Devices - U.S., Costa Rica and Lithuania.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Class A
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Class B
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||||||||||||
Fiscal Year Ended
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High
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Low
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High
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Low
|
||||||||
September 28, 2013
|
|
|
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||||||||
1st Quarter
|
|
$
|
41.38
|
|
|
$
|
33.46
|
|
|
$
|
41.00
|
|
|
$
|
33.75
|
|
2nd Quarter
|
|
47.41
|
|
|
40.03
|
|
|
47.50
|
|
|
40.20
|
|
||||
3rd Quarter
|
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52.49
|
|
|
42.85
|
|
|
51.87
|
|
|
43.40
|
|
||||
4th Quarter
|
|
59.81
|
|
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50.38
|
|
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59.40
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|
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50.69
|
|
||||
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|
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||||||||
September 29, 2012
|
|
|
|
|
|
|
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|
||||||||
1st Quarter
|
|
$
|
44.72
|
|
|
$
|
30.47
|
|
|
$
|
44.62
|
|
|
$
|
31.00
|
|
2nd Quarter
|
|
45.53
|
|
|
40.31
|
|
|
45.00
|
|
|
40.60
|
|
||||
3rd Quarter
|
|
43.75
|
|
|
36.48
|
|
|
43.43
|
|
|
36.60
|
|
||||
4th Quarter
|
|
41.76
|
|
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34.77
|
|
|
41.30
|
|
|
34.67
|
|
Period
|
(a) Total
Number of Shares Purchased (1)(2) |
|
(b) Average
Price Paid Per Share |
|
(c) Total number
of Shares Purchased as Part of Publicly Announced Plans or Programs (3) |
|
(d) Maximum
Number (or Approx. Dollar Value) of Shares that May Yet Be Purchased Under Plans or Programs (3) |
|||||
June 30 - July 31, 2013
|
17,504
|
|
|
$
|
56.79
|
|
|
—
|
|
|
1,000,000
|
|
August 1 - August 31, 2013
|
36,123
|
|
|
56.07
|
|
|
—
|
|
|
1,000,000
|
|
|
September 1 - September 28, 2013
|
12,449
|
|
|
55.28
|
|
|
—
|
|
|
1,000,000
|
|
|
Total
|
66,076
|
|
|
$
|
56.11
|
|
|
—
|
|
|
1,000,000
|
|
(1)
|
Reflects purchases by the Moog Inc. Stock Employee Compensation Trust Agreement ("SECT") of shares of Class B common stock from the Moog Inc. Retirement Savings Plan ("RSP") as follows: July, 519 shares at $56.25 per share, August, 966 shares at $55.58 per share and September, 3,187 shares at $58.69 per share. Purchases by the SECT from members of the Moog family included: August, 1,545 shares of Class B common stock at $56.51 per share.
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(2)
|
In connection with the exercise of stock options, we accept, from time to time, delivery of shares to pay the exercise price of stock options. During July, we accepted delivery of 16,985 shares at $56.81 per share, in August, we accepted delivery of 33,612 shares at $56.06 per share and in September, we accepted delivery of 9,262 shares at $54.11 per share, in connection with the exercise of stock options.
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(3)
|
In December 2011, the Board of Directors authorized a share repurchase program. The program permits the purchase of up to
1,000,000
shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management.
|
|
|
9/08
|
|
9/09
|
|
9/10
|
|
9/11
|
|
9/12
|
|
9/13
|
||||||||||||
Moog Inc. - Class A Common Stock
|
|
$
|
100.00
|
|
|
$
|
68.80
|
|
|
$
|
82.81
|
|
|
$
|
76.07
|
|
|
$
|
88.32
|
|
|
$
|
136.82
|
|
NYSE Composite - Total Return Index
|
|
100.00
|
|
|
94.53
|
|
|
101.92
|
|
|
97.27
|
|
|
121.39
|
|
|
145.20
|
|
||||||
S&P Aerospace & Defense Index
|
|
100.00
|
|
|
95.08
|
|
|
108.14
|
|
|
109.05
|
|
|
132.91
|
|
|
192.78
|
|
Item 6.
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|
Selected Financial Data.
|
(dollars in thousands, except per share data)
|
2013(1)(2)
|
2012(2)
|
2011(3)
|
2010(3)
|
2009(3)
|
||||||||||
RESULTS FROM OPERATIONS
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,610,311
|
|
$
|
2,469,536
|
|
$
|
2,330,680
|
|
$
|
2,114,252
|
|
$
|
1,848,918
|
|
Net earnings
|
120,497
|
|
152,462
|
|
136,021
|
|
108,094
|
|
85,045
|
|
|||||
Net earnings per share
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.66
|
|
$
|
3.37
|
|
$
|
2.99
|
|
$
|
2.38
|
|
$
|
2.00
|
|
Diluted
|
$
|
2.63
|
|
$
|
3.33
|
|
$
|
2.95
|
|
$
|
2.36
|
|
$
|
1.98
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
||||||||||
Basic
|
45,335,336
|
|
45,246,960
|
|
45,501,806
|
|
45,363,738
|
|
42,598,321
|
|
|||||
Diluted
|
45,823,720
|
|
45,718,324
|
|
46,047,422
|
|
45,709,020
|
|
42,906,495
|
|
|||||
FINANCIAL POSITION
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,237,095
|
|
$
|
3,105,907
|
|
$
|
2,842,967
|
|
$
|
2,712,134
|
|
$
|
2,634,317
|
|
Working capital
|
924,145
|
|
885,032
|
|
834,056
|
|
812,805
|
|
764,137
|
|
|||||
Securitized debt
|
100,000
|
|
81,800
|
|
—
|
|
—
|
|
—
|
|
|||||
Indebtedness - senior
|
417,595
|
|
304,243
|
|
346,851
|
|
386,103
|
|
454,456
|
|
|||||
Indebtedness - senior subordinated
|
191,562
|
|
378,579
|
|
378,596
|
|
378,613
|
|
378,630
|
|
|||||
Shareholders’ equity
|
1,535,765
|
|
1,304,790
|
|
1,191,891
|
|
1,120,956
|
|
1,065,033
|
|
|||||
Shareholders’ equity per common share outstanding
|
$
|
33.86
|
|
$
|
28.80
|
|
$
|
26.38
|
|
$
|
24.70
|
|
$
|
23.53
|
|
SUPPLEMENTAL FINANCIAL DATA
|
|
|
|
|
|||||||||||
Capital expenditures
|
$
|
93,174
|
|
$
|
107,030
|
|
$
|
83,695
|
|
$
|
65,949
|
|
$
|
81,826
|
|
Depreciation and amortization
|
108,073
|
|
100,816
|
|
96,327
|
|
91,216
|
|
76,384
|
|
|||||
Research and development
|
134,652
|
|
116,403
|
|
106,385
|
|
102,600
|
|
100,022
|
|
|||||
Twelve-month backlog (4)
|
1,296,371
|
|
1,279,307
|
|
1,324,809
|
|
1,181,303
|
|
1,097,760
|
|
|||||
RATIOS
|
|
|
|
|
|
||||||||||
Net return on sales
|
4.6
|
%
|
6.2
|
%
|
5.8
|
%
|
5.1
|
%
|
4.6
|
%
|
|||||
Return on shareholders’ equity
|
8.6
|
%
|
12.1
|
%
|
11.4
|
%
|
9.8
|
%
|
8.3
|
%
|
|||||
Current ratio
|
2.28
|
|
2.33
|
|
2.53
|
|
2.70
|
|
2.71
|
|
|||||
Net debt to capitalization (5)
|
26.4
|
%
|
32.1
|
%
|
33.9
|
%
|
36.8
|
%
|
41.4
|
%
|
(1)
|
Includes goodwill impairment charge. See Note 6 of the Consolidated Financial Statements at Item 8, Financial Statements and Supplementary Data of this report.
|
(2)
|
Includes the effects of acquisitions. See Note 2 of the Consolidated Financial Statements at Item 8, Financial Statements and Supplementary Data of this report.
|
(3)
|
Includes the effects of acquisitions. In 2011, we acquired three business, two in our Aircraft Controls segment and one in our Components segment. In 2010, we acquired four businesses, one each in our Aircraft Controls and Industrial Systems segments and two in our Space and Defense Controls segment. In 2009, we acquired eight businesses, two each in our Aircraft Controls and Medical Devices segments, one in our Space and Defense Controls segment and three in our Industrial Systems segment.
|
(4)
|
Twelve-month backlog is defined as confirmed orders we believe will be recognized as revenue within the next twelve months.
|
(5)
|
Net debt is total debt less cash and cash equivalents. Capitalization is the sum of net debt and shareholders’ equity.
|
Item 7.
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
superior technical competence,
|
•
|
customer diversity and broad product portfolio, and
|
•
|
well-established international presence serving customers worldwide.
|
•
|
maintaining our technological excellence by building upon our systems integration capabilities while solving our customers’ most demanding technical problems, in applications where performance really matters,
|
•
|
striving for organic growth as well as cost improvements,
|
•
|
utilizing our global capabilities,
|
•
|
developing products for new and emerging markets,
|
•
|
growing our profitable aftermarket business, and
|
•
|
capitalizing on strategic acquisitions and opportunities.
|
|
|
|
|
2013 vs. 2012
|
2012 vs. 2011
|
||||||||||||||||||||
(dollars in millions except per share data)
|
2013
|
|
2012
|
|
2011
|
$ Variance
|
% Variance
|
$ Variance
|
% Variance
|
||||||||||||||||
Net sales
|
$
|
2,610
|
|
|
$
|
2,470
|
|
|
$
|
2,331
|
|
|
$
|
141
|
|
|
6
|
%
|
|
$
|
139
|
|
|
6
|
%
|
Gross margin
|
30.0
|
%
|
|
30.2
|
%
|
|
29.2
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development expenses
|
$
|
135
|
|
|
$
|
116
|
|
|
$
|
106
|
|
|
$
|
18
|
|
|
16
|
%
|
|
$
|
10
|
|
|
9
|
%
|
Selling, general and administrative expenses as a percentage of sales
|
15.2
|
%
|
|
15.6
|
%
|
|
15.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
$
|
27
|
|
|
$
|
34
|
|
|
$
|
36
|
|
|
$
|
(7
|
)
|
|
(21
|
%)
|
|
$
|
(1
|
)
|
|
(4
|
%)
|
Goodwill Impairment
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
n/a
|
|
|
$
|
—
|
|
|
n/a
|
|
Restructuring expense
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
14
|
|
|
n/a
|
|
|
$
|
(1
|
)
|
|
n/a
|
|
Other
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
8
|
|
|
1,079
|
%
|
|
$
|
2
|
|
|
(165
|
%)
|
Effective tax rate
|
27.0
|
%
|
|
27.0
|
%
|
|
26.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
120
|
|
|
$
|
152
|
|
|
$
|
136
|
|
|
$
|
(32
|
)
|
|
(21
|
%)
|
|
$
|
16
|
|
|
12
|
%
|
Diluted earnings per share
|
$
|
2.63
|
|
|
$
|
3.33
|
|
|
$
|
2.95
|
|
|
$
|
(0.70
|
)
|
|
(21
|
%)
|
|
$
|
0.38
|
|
|
13
|
%
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales - military aircraft
|
$
|
596
|
|
|
$
|
576
|
|
|
$
|
530
|
|
|
$
|
20
|
|
|
4
|
%
|
|
$
|
46
|
|
|
9
|
%
|
Net sales - commercial aircraft
|
463
|
|
|
388
|
|
|
321
|
|
|
76
|
|
|
20
|
%
|
|
67
|
|
|
21
|
%
|
|||||
|
$
|
1,060
|
|
|
$
|
963
|
|
|
$
|
850
|
|
|
$
|
96
|
|
|
10
|
%
|
|
$
|
113
|
|
|
13
|
%
|
Operating profit
|
$
|
127
|
|
|
$
|
105
|
|
|
$
|
84
|
|
|
$
|
22
|
|
|
21
|
%
|
|
$
|
21
|
|
|
25
|
%
|
Operating margin
|
12.0
|
%
|
|
10.9
|
%
|
|
9.9
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
Backlog
|
$
|
671
|
|
|
$
|
658
|
|
|
$
|
641
|
|
|
$
|
13
|
|
|
2
|
%
|
|
$
|
17
|
|
|
3
|
%
|
|
|
|
|
|
|
|
2013 vs. 2012
|
2012 vs. 2011
|
|||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales
|
$
|
396
|
|
|
$
|
359
|
|
|
$
|
356
|
|
|
$
|
37
|
|
|
10
|
%
|
|
$
|
3
|
|
|
1
|
%
|
Operating profit
|
$
|
25
|
|
|
$
|
43
|
|
|
$
|
49
|
|
|
$
|
(18
|
)
|
|
(41
|
%)
|
|
$
|
(6
|
)
|
|
(13
|
%)
|
Operating margin
|
6.4
|
%
|
|
11.9
|
%
|
|
13.8
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
Backlog
|
$
|
254
|
|
|
$
|
204
|
|
|
$
|
223
|
|
|
$
|
50
|
|
|
25
|
%
|
|
$
|
(19
|
)
|
|
(8
|
%)
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales
|
$
|
592
|
|
|
$
|
634
|
|
|
$
|
629
|
|
|
$
|
(42
|
)
|
|
(7
|
%)
|
|
$
|
4
|
|
|
1
|
%
|
Operating profit
|
$
|
42
|
|
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
(21
|
)
|
|
(33
|
%)
|
|
$
|
—
|
|
|
1
|
%
|
Operating margin
|
7.1
|
%
|
|
10.0
|
%
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Backlog
|
$
|
187
|
|
|
$
|
234
|
|
|
$
|
284
|
|
|
$
|
(46
|
)
|
|
(20
|
%)
|
|
$
|
(51
|
)
|
|
(18
|
%)
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales
|
$
|
415
|
|
|
$
|
374
|
|
|
$
|
353
|
|
|
$
|
41
|
|
|
11
|
%
|
|
$
|
21
|
|
|
6
|
%
|
Operating profit
|
$
|
69
|
|
|
$
|
57
|
|
|
$
|
50
|
|
|
$
|
11
|
|
|
20
|
%
|
|
$
|
7
|
|
|
14
|
%
|
Operating margin
|
16.5
|
%
|
|
15.3
|
%
|
|
14.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Backlog
|
$
|
176
|
|
|
$
|
167
|
|
|
$
|
163
|
|
|
$
|
10
|
|
|
6
|
%
|
|
$
|
3
|
|
|
2
|
%
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales
|
$
|
147
|
|
|
$
|
140
|
|
|
$
|
142
|
|
|
$
|
8
|
|
|
5
|
%
|
|
$
|
(2
|
)
|
|
(2
|
%)
|
Operating profit (loss)
|
$
|
(36
|
)
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
(41
|
)
|
|
(753
|
%)
|
|
$
|
5
|
|
|
n/a
|
|
Operating margin
|
(24.1
|
%)
|
|
3.9
|
%
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Backlog
|
$
|
7
|
|
|
$
|
17
|
|
|
$
|
13
|
|
|
$
|
(9
|
)
|
|
(56
|
%)
|
|
$
|
4
|
|
|
28
|
%
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net cash provided (used) by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating activities
|
$
|
251
|
|
|
$
|
214
|
|
|
$
|
196
|
|
|
$
|
37
|
|
|
17
|
%
|
|
$
|
18
|
|
|
9
|
%
|
Investing activities
|
(173
|
)
|
|
(216
|
)
|
|
(121
|
)
|
|
43
|
|
|
(20
|
%)
|
|
(94
|
)
|
|
(78
|
%)
|
|||||
Financing activities
|
(72
|
)
|
|
37
|
|
|
(73
|
)
|
|
(109
|
)
|
|
(295
|
%)
|
|
110
|
|
|
151
|
%
|
(dollars in millions)
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2014
|
|
2015-
2016 |
|
2017-
2018 |
|
After
2018 |
||||||||||
Long-term debt
|
|
$
|
604
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
596
|
|
|
$
|
—
|
|
Interest on long-term debt
|
|
66
|
|
|
14
|
|
|
28
|
|
|
24
|
|
|
—
|
|
|||||
Operating leases
|
|
87
|
|
|
21
|
|
|
32
|
|
|
20
|
|
|
14
|
|
|||||
Purchase obligations
|
|
510
|
|
|
440
|
|
|
45
|
|
|
4
|
|
|
21
|
|
|||||
Total contractual obligations
|
|
$
|
1,267
|
|
|
$
|
478
|
|
|
$
|
110
|
|
|
$
|
644
|
|
|
$
|
35
|
|
(dollars in millions)
|
|
Commitments expiring by period
|
||||||||||||||||||
Other Commercial Commitments
|
|
Total
|
|
2014
|
|
2015-
2016 |
|
2017-
2018 |
|
After
2018 |
||||||||||
Standby letters of credit
|
|
$
|
14
|
|
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Item 7A.
|
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8.
|
|
Financial Statements and Supplementary Data.
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands, except per share data)
|
|
September 28,
2013 |
|
September 29, 2012
|
|
October 1,
2011 |
||||||
NET SALES
|
|
$
|
2,610,311
|
|
|
$
|
2,469,536
|
|
|
$
|
2,330,680
|
|
COST OF SALES
|
|
1,826,561
|
|
|
1,724,232
|
|
|
1,651,203
|
|
|||
GROSS PROFIT
|
|
783,750
|
|
|
745,304
|
|
|
679,477
|
|
|||
Research and development
|
|
134,652
|
|
|
116,403
|
|
|
106,385
|
|
|||
Selling, general and administrative
|
|
396,636
|
|
|
385,051
|
|
|
353,964
|
|
|||
Interest
|
|
26,962
|
|
|
34,312
|
|
|
35,666
|
|
|||
Goodwill impairment
|
|
38,200
|
|
|
—
|
|
|
—
|
|
|||
Restructuring
|
|
14,075
|
|
|
—
|
|
|
751
|
|
|||
Other
|
|
8,219
|
|
|
697
|
|
|
(1,074
|
)
|
|||
EARNINGS BEFORE INCOME TAXES
|
|
165,006
|
|
|
208,841
|
|
|
183,785
|
|
|||
INCOME TAXES
|
|
44,509
|
|
|
56,379
|
|
|
47,764
|
|
|||
NET EARNINGS
|
|
$
|
120,497
|
|
|
$
|
152,462
|
|
|
$
|
136,021
|
|
|
|
|
|
|
|
|
||||||
NET EARNINGS PER SHARE
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.66
|
|
|
$
|
3.37
|
|
|
$
|
2.99
|
|
Diluted
|
|
$
|
2.63
|
|
|
$
|
3.33
|
|
|
$
|
2.95
|
|
|
|
|
|
|
|
|
||||||
AVERAGE COMMON SHARES OUTSTANDING
|
|
|
|
|
|
|
||||||
Basic
|
|
45,335,336
|
|
|
45,246,960
|
|
|
45,501,806
|
|
|||
Diluted
|
|
45,823,720
|
|
|
45,718,324
|
|
|
46,047,422
|
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands)
|
|
September 28,
2013 |
|
September 29,
2012 |
|
October 1,
2011 |
||||||
NET EARNINGS
|
|
$
|
120,497
|
|
|
$
|
152,462
|
|
|
$
|
136,021
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
7,079
|
|
|
144
|
|
|
(9,515
|
)
|
|||
Retirement liability adjustment
|
|
106,729
|
|
|
(46,296
|
)
|
|
(51,792
|
)
|
|||
Change in accumulated (loss) income on derivatives
|
|
(1,255
|
)
|
|
385
|
|
|
(309
|
)
|
|||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
112,553
|
|
|
(45,767
|
)
|
|
(61,616
|
)
|
|||
COMPREHENSIVE INCOME
|
|
$
|
233,050
|
|
|
$
|
106,695
|
|
|
$
|
74,405
|
|
(dollars in thousands, except per share data)
|
|
September 28, 2013
|
|
September 29,
2012 |
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
157,090
|
|
|
$
|
148,841
|
|
Receivables
|
|
811,376
|
|
|
744,551
|
|
||
Inventories
|
|
551,674
|
|
|
538,262
|
|
||
Deferred income taxes
|
|
91,052
|
|
|
87,780
|
|
||
Prepaid expenses and other current assets
|
|
36,183
|
|
|
29,474
|
|
||
TOTAL CURRENT ASSETS
|
|
1,647,375
|
|
|
1,548,908
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net
|
|
562,363
|
|
|
546,179
|
|
||
GOODWILL
|
|
766,924
|
|
|
762,854
|
|
||
INTANGIBLE ASSETS, net of accumulated amortization of $180,586 in 2013 and $147,342 in 2012
|
|
208,756
|
|
|
212,195
|
|
||
OTHER ASSETS
|
|
51,677
|
|
|
35,771
|
|
||
TOTAL ASSETS
|
|
$
|
3,237,095
|
|
|
$
|
3,105,907
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
105,088
|
|
|
$
|
90,774
|
|
Current installments of long-term debt
|
|
3,382
|
|
|
3,186
|
|
||
Accounts payable
|
|
181,893
|
|
|
169,587
|
|
||
Accrued salaries, wages and commissions
|
|
130,467
|
|
|
134,179
|
|
||
Customer advances
|
|
145,854
|
|
|
112,204
|
|
||
Contract loss reserves
|
|
44,228
|
|
|
48,428
|
|
||
Other accrued liabilities
|
|
112,318
|
|
|
105,518
|
|
||
TOTAL CURRENT LIABILITIES
|
|
723,230
|
|
|
663,876
|
|
||
LONG-TERM DEBT, excluding current installments
|
|
|
|
|
|
|||
Senior debt
|
|
409,125
|
|
|
292,083
|
|
||
Senior subordinated notes
|
|
191,562
|
|
|
378,579
|
|
||
LONG-TERM PENSION AND RETIREMENT OBLIGATIONS
|
|
269,751
|
|
|
427,588
|
|
||
DEFERRED INCOME TAXES
|
|
104,377
|
|
|
36,455
|
|
||
OTHER LONG-TERM LIABILITIES
|
|
3,285
|
|
|
2,536
|
|
||
TOTAL LIABILITIES
|
|
1,701,330
|
|
|
1,801,117
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 18)
|
|
—
|
|
|
—
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Common stock - par value $1.00
|
|
|
|
|
||||
Class A - Authorized 100,000,000 shares
|
|
43,613
|
|
|
43,575
|
|
||
Issued 43,613,060 and outstanding 41,608,799 shares at September 28, 2013
|
|
|
|
|
||||
Issued 43,575,124 and outstanding 41,321,806 shares at September 29, 2012
|
|
|
|
|
||||
Class B - Authorized 20,000,000 shares. Convertible to Class A on a one-for-one basis
|
|
7,667
|
|
|
7,705
|
|
||
Issued 7,666,653 and outstanding 3,750,459 shares at September 28, 2013
|
|
|
|
|
||||
Issued 7,704,589 and outstanding 3,980,301 shares at September 29, 2012
|
|
|
|
|
||||
Additional paid-in capital
|
|
447,478
|
|
|
421,969
|
|
||
Retained earnings
|
|
1,289,713
|
|
|
1,169,216
|
|
||
Treasury shares
|
|
(83,003
|
)
|
|
(74,980
|
)
|
||
Stock Employee Compensation Trust
|
|
(35,545
|
)
|
|
(15,984
|
)
|
||
Accumulated other comprehensive loss
|
|
(134,158
|
)
|
|
(246,711
|
)
|
||
TOTAL SHAREHOLDERS’ EQUITY
|
|
1,535,765
|
|
|
1,304,790
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
3,237,095
|
|
|
$
|
3,105,907
|
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands)
|
|
September 28, 2013
|
|
September 29, 2012
|
|
October 1, 2011
|
||||||
COMMON STOCK
|
|
|
|
|
|
|
||||||
Beginning and end of year
|
|
$
|
51,280
|
|
|
$
|
51,280
|
|
|
$
|
51,280
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
421,969
|
|
|
412,370
|
|
|
389,376
|
|
|||
Issuance of treasury shares at more than cost
|
|
7,134
|
|
|
1,282
|
|
|
17,374
|
|
|||
Equity-based compensation expense
|
|
6,620
|
|
|
6,226
|
|
|
6,952
|
|
|||
Adjustment to market - SECT, and other
|
|
11,755
|
|
|
2,091
|
|
|
(1,332
|
)
|
|||
End of year
|
|
447,478
|
|
|
421,969
|
|
|
412,370
|
|
|||
RETAINED EARNINGS
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
1,169,216
|
|
|
1,016,754
|
|
|
880,733
|
|
|||
Net earnings
|
|
120,497
|
|
|
152,462
|
|
|
136,021
|
|
|||
End of year
|
|
1,289,713
|
|
|
1,169,216
|
|
|
1,016,754
|
|
|||
TREASURY SHARES AT COST
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(74,980
|
)
|
|
(74,479
|
)
|
|
(47,724
|
)
|
|||
Class A shares issued as consideration for acquisitions
|
|
—
|
|
|
(46
|
)
|
|
2,495
|
|
|||
Class A shares issued related to options
|
|
3,591
|
|
|
945
|
|
|
828
|
|
|||
Class A shares purchased
|
|
(11,614
|
)
|
|
(1,400
|
)
|
|
(30,078
|
)
|
|||
End of year
|
|
(83,003
|
)
|
|
(74,980
|
)
|
|
(74,479
|
)
|
|||
STOCK EMPLOYEE COMPENSATION TRUST (SECT)
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(15,984
|
)
|
|
(13,090
|
)
|
|
(13,381
|
)
|
|||
Sale of SECT stock to RSP
|
|
781
|
|
|
1,766
|
|
|
2,852
|
|
|||
Purchase of SECT stock
|
|
(9,676
|
)
|
|
(2,929
|
)
|
|
(3,992
|
)
|
|||
Adjustment to market - SECT
|
|
(10,666
|
)
|
|
(1,731
|
)
|
|
1,431
|
|
|||
End of year
|
|
(35,545
|
)
|
|
(15,984
|
)
|
|
(13,090
|
)
|
|||
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(246,711
|
)
|
|
(200,944
|
)
|
|
(139,328
|
)
|
|||
Other comprehensive income (loss)
|
|
112,553
|
|
|
(45,767
|
)
|
|
(61,616
|
)
|
|||
End of year
|
|
(134,158
|
)
|
|
(246,711
|
)
|
|
(200,944
|
)
|
|||
TOTAL SHAREHOLDERS’ EQUITY
|
|
$
|
1,535,765
|
|
|
$
|
1,304,790
|
|
|
$
|
1,191,891
|
|
TREASURY SHARES - CLASS A COMMON STOCK
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(2,253,318
|
)
|
|
(2,393,039
|
)
|
|
(2,221,635
|
)
|
|||
Class A shares issued as consideration for acquisitions
|
|
—
|
|
|
(1,208
|
)
|
|
467,749
|
|
|||
Class A shares issued related to options
|
|
495,297
|
|
|
175,823
|
|
|
155,262
|
|
|||
Class A shares purchased
|
|
(246,241
|
)
|
|
(34,894
|
)
|
|
(794,415
|
)
|
|||
End of year
|
|
(2,004,262
|
)
|
|
(2,253,318
|
)
|
|
(2,393,039
|
)
|
|||
TREASURY SHARES - CLASS B COMMON STOCK
|
|
|
|
|
|
|
||||||
Beginning and end of year
|
|
(3,305,971
|
)
|
|
(3,305,971
|
)
|
|
(3,305,971
|
)
|
|||
SECT SHARES - CLASS B COMMON STOCK
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(418,317
|
)
|
|
(395,470
|
)
|
|
(374,502
|
)
|
|||
Sale of SECT stock to RSP
|
|
21,237
|
|
|
48,579
|
|
|
73,611
|
|
|||
Purchase of SECT stock
|
|
(213,143
|
)
|
|
(71,426
|
)
|
|
(94,579
|
)
|
|||
End of year
|
|
(610,223
|
)
|
|
(418,317
|
)
|
|
(395,470
|
)
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands)
|
|
September 28, 2013
|
|
September 29, 2012
|
|
October 1, 2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
120,497
|
|
|
$
|
152,462
|
|
|
$
|
136,021
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
75,000
|
|
|
67,084
|
|
|
64,963
|
|
|||
Amortization
|
|
33,073
|
|
|
33,732
|
|
|
31,364
|
|
|||
Deferred income taxes
|
|
(8,216
|
)
|
|
(4,113
|
)
|
|
2,923
|
|
|||
Equity-based compensation expense
|
|
6,620
|
|
|
6,226
|
|
|
6,952
|
|
|||
Goodwill impairment
|
|
38,200
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
7,620
|
|
|
3,077
|
|
|
1,399
|
|
|||
Changes in assets and liabilities providing (using) cash, excluding the effects of acquisitions:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(58,368
|
)
|
|
(53,424
|
)
|
|
(31,493
|
)
|
|||
Inventories
|
|
(6,871
|
)
|
|
(21,289
|
)
|
|
(38,816
|
)
|
|||
Accounts payable
|
|
10,543
|
|
|
(7,602
|
)
|
|
9,299
|
|
|||
Customer advances
|
|
32,437
|
|
|
11,508
|
|
|
22,301
|
|
|||
Accrued expenses
|
|
1,053
|
|
|
986
|
|
|
29,890
|
|
|||
Net pension and post retirement liabilities
|
|
8,174
|
|
|
27,122
|
|
|
(35,437
|
)
|
|||
Other assets and liabilities
|
|
(8,485
|
)
|
|
(1,429
|
)
|
|
(3,176
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
251,277
|
|
|
214,340
|
|
|
196,190
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
|
(69,157
|
)
|
|
(104,089
|
)
|
|
(37,841
|
)
|
|||
Purchase of property, plant and equipment
|
|
(93,174
|
)
|
|
(107,030
|
)
|
|
(83,695
|
)
|
|||
Other investing transactions
|
|
(11,067
|
)
|
|
(4,454
|
)
|
|
298
|
|
|||
NET CASH USED BY INVESTING ACTIVITIES
|
|
(173,398
|
)
|
|
(215,573
|
)
|
|
(121,238
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net short-term borrowings
|
|
16,124
|
|
|
81,849
|
|
|
4,952
|
|
|||
Proceeds from revolving lines of credit
|
|
897,162
|
|
|
805,859
|
|
|
676,930
|
|
|||
Payments on revolving lines of credit
|
|
(782,617
|
)
|
|
(848,505
|
)
|
|
(714,452
|
)
|
|||
Payments on long-term debt
|
|
(3,113
|
)
|
|
(1,335
|
)
|
|
(8,117
|
)
|
|||
Payments on senior subordinated notes
|
|
(187,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of treasury stock
|
|
10,725
|
|
|
2,227
|
|
|
1,912
|
|
|||
Purchase of outstanding shares for treasury
|
|
(11,614
|
)
|
|
(1,400
|
)
|
|
(30,078
|
)
|
|||
Proceeds from sale of stock held by SECT
|
|
781
|
|
|
1,766
|
|
|
2,852
|
|
|||
Purchase of stock held by SECT
|
|
(9,676
|
)
|
|
(2,929
|
)
|
|
(3,992
|
)
|
|||
Excess tax benefits from equity-based payment arrangements
|
|
1,089
|
|
|
360
|
|
|
135
|
|
|||
Other financing transactions
|
|
(3,949
|
)
|
|
(470
|
)
|
|
(2,933
|
)
|
|||
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
|
|
(72,088
|
)
|
|
37,422
|
|
|
(72,791
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
|
2,458
|
|
|
(1,027
|
)
|
|
(903
|
)
|
|||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
8,249
|
|
|
35,162
|
|
|
1,258
|
|
|||
Cash and cash equivalents at beginning of year
|
|
148,841
|
|
|
113,679
|
|
|
112,421
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
157,090
|
|
|
$
|
148,841
|
|
|
$
|
113,679
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
29,320
|
|
|
$
|
32,636
|
|
|
$
|
34,582
|
|
Income taxes paid, net of refunds
|
|
54,461
|
|
|
69,480
|
|
|
32,112
|
|
|||
Treasury shares issued as consideration for acquisitions
|
|
—
|
|
|
(46
|
)
|
|
18,785
|
|
|||
Unsecured notes issued for acquisitions
|
|
8,450
|
|
|
—
|
|
|
—
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Basic weighted-average shares outstanding
|
|
45,335,336
|
|
|
45,246,960
|
|
|
45,501,806
|
|
Dilutive effect of equity-based awards
|
|
488,384
|
|
|
471,364
|
|
|
545,616
|
|
Diluted weighted-average shares outstanding
|
|
45,823,720
|
|
|
45,718,324
|
|
|
46,047,422
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Warranty accrual at beginning of year
|
|
$
|
18,859
|
|
|
$
|
19,247
|
|
|
$
|
14,856
|
|
Additions from acquisitions
|
|
—
|
|
|
233
|
|
|
120
|
|
|||
Warranties issued during current year
|
|
9,019
|
|
|
9,842
|
|
|
11,426
|
|
|||
Adjustments to pre-existing warranties
|
|
(1,911
|
)
|
|
(460
|
)
|
|
713
|
|
|||
Reductions for settling warranties
|
|
(8,507
|
)
|
|
(10,016
|
)
|
|
(7,865
|
)
|
|||
Foreign currency translation
|
|
(31
|
)
|
|
13
|
|
|
(3
|
)
|
|||
Warranty accrual at end of year
|
|
$
|
17,429
|
|
|
$
|
18,859
|
|
|
$
|
19,247
|
|
|
|
September 28,
2013 |
|
September 29, 2012
|
||||
Accounts receivable
|
|
$
|
328,038
|
|
|
$
|
338,000
|
|
Long-term contract receivables:
|
|
|
|
|
||||
Amounts billed
|
|
133,149
|
|
|
114,482
|
|
||
Unbilled recoverable costs and accrued profits
|
|
337,520
|
|
|
286,887
|
|
||
Total long-term contract receivables
|
|
470,669
|
|
|
401,369
|
|
||
Other
|
|
17,168
|
|
|
10,936
|
|
||
Total receivables
|
|
815,875
|
|
|
750,305
|
|
||
Less allowance for doubtful accounts
|
|
(4,499
|
)
|
|
(5,754
|
)
|
||
Receivables
|
|
$
|
811,376
|
|
|
$
|
744,551
|
|
|
|
September 28,
2013 |
|
September 29, 2012
|
||||
Raw materials and purchased parts
|
|
$
|
194,249
|
|
|
$
|
188,643
|
|
Work in progress
|
|
289,124
|
|
|
283,122
|
|
||
Finished goods
|
|
68,301
|
|
|
66,497
|
|
||
Inventories
|
|
$
|
551,674
|
|
|
$
|
538,262
|
|
|
|
September 28,
2013 |
|
September 29
2012 |
||||
Land
|
|
$
|
28,983
|
|
|
$
|
27,154
|
|
Buildings and improvements
|
|
390,525
|
|
|
386,101
|
|
||
Machinery and equipment
|
|
756,503
|
|
|
693,780
|
|
||
Property, plant and equipment, at cost
|
|
1,176,011
|
|
|
1,107,035
|
|
||
Less accumulated depreciation and amortization
|
|
(613,648
|
)
|
|
(560,856
|
)
|
||
Property, plant and equipment
|
|
$
|
562,363
|
|
|
$
|
546,179
|
|
|
Aircraft
Controls |
Space
and Defense Controls |
Industrial
Systems |
Components
|
Medical
Devices |
Total
|
||||||||||||
Balance at October 2, 2010
|
$
|
173,507
|
|
$
|
121,623
|
|
$
|
122,120
|
|
$
|
160,896
|
|
$
|
126,670
|
|
$
|
704,816
|
|
Acquisitions
|
22,464
|
|
—
|
|
—
|
|
12,404
|
|
—
|
|
34,868
|
|
||||||
Adjustments to prior year acquisitions
|
(903
|
)
|
22
|
|
84
|
|
—
|
|
(138
|
)
|
(935
|
)
|
||||||
Foreign currency translation
|
(1,016
|
)
|
(229
|
)
|
(1,370
|
)
|
(769
|
)
|
(344
|
)
|
(3,728
|
)
|
||||||
Balance at October 1, 2011
|
194,052
|
|
121,416
|
|
120,834
|
|
172,531
|
|
126,188
|
|
735,021
|
|
||||||
Acquisitions
|
—
|
|
9,696
|
|
—
|
|
19,987
|
|
—
|
|
29,683
|
|
||||||
Adjustments to prior year acquisitions
|
(3,865
|
)
|
—
|
|
—
|
|
(147
|
)
|
—
|
|
(4,012
|
)
|
||||||
Foreign currency translation
|
2,199
|
|
(397
|
)
|
(1,259
|
)
|
2,093
|
|
(474
|
)
|
2,162
|
|
||||||
Balance at September 29, 2012
|
192,386
|
|
130,715
|
|
119,575
|
|
194,464
|
|
125,714
|
|
762,854
|
|
||||||
Acquisitions
|
—
|
|
29,361
|
|
—
|
|
11,218
|
|
—
|
|
40,579
|
|
||||||
Adjustments to prior year acquisitions
|
—
|
|
2,418
|
|
—
|
|
472
|
|
—
|
|
2,890
|
|
||||||
Impairment
|
—
|
|
—
|
|
—
|
|
—
|
|
(38,200
|
)
|
(38,200
|
)
|
||||||
Divestiture
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,900
|
)
|
(2,900
|
)
|
||||||
Foreign currency translation
|
27
|
|
642
|
|
1,745
|
|
(1,301
|
)
|
588
|
|
1,701
|
|
||||||
Balance at September 28, 2013
|
$
|
192,413
|
|
$
|
163,136
|
|
$
|
121,320
|
|
$
|
204,853
|
|
$
|
85,202
|
|
$
|
766,924
|
|
|
September 28, 2013
|
September 29, 2012
|
|||||||||||
|
Weighted-
Average Life (Years) |
Gross
Carrying Amount |
Accumulated
Amortization |
Gross
Carrying Amount |
Accumulated
Amortization |
||||||||
Customer-related
|
10
|
$
|
193,744
|
|
$
|
(97,347
|
)
|
$
|
179,383
|
|
$
|
(80,953
|
)
|
Program-related
|
18
|
79,607
|
|
(18,988
|
)
|
79,631
|
|
(13,976
|
)
|
||||
Technology-related
|
9
|
76,558
|
|
(42,000
|
)
|
67,969
|
|
(35,676
|
)
|
||||
Marketing-related
|
9
|
33,259
|
|
(18,476
|
)
|
29,327
|
|
(16,145
|
)
|
||||
Acquired intangible assets
|
12
|
$
|
383,168
|
|
$
|
(176,811
|
)
|
$
|
356,310
|
|
$
|
(146,750
|
)
|
|
|
September 28, 2013
|
|
September 29,
2012 |
||||
Securitization program
|
|
$
|
100,000
|
|
|
$
|
81,800
|
|
Lines of credit
|
|
5,088
|
|
|
8,974
|
|
||
Short-term borrowings
|
|
$
|
105,088
|
|
|
$
|
90,774
|
|
|
|
September 28,
2013 |
|
September 29,
2012 |
||||
U.S. revolving credit facility
|
|
$
|
403,865
|
|
|
$
|
292,026
|
|
Other long-term debt
|
|
8,577
|
|
|
3,216
|
|
||
Obligations under capital leases
|
|
65
|
|
|
27
|
|
||
Senior debt
|
|
412,507
|
|
|
295,269
|
|
||
7¼% senior subordinated notes
|
|
191,562
|
|
|
191,575
|
|
||
6¼% senior subordinated notes
|
|
—
|
|
|
187,004
|
|
||
Total long-term debt
|
|
604,069
|
|
|
673,848
|
|
||
Less current installments
|
|
(3,382
|
)
|
|
(3,186
|
)
|
||
Long-term debt
|
|
$
|
600,687
|
|
|
$
|
670,662
|
|
|
|
September 28,
2013 |
|
September 29,
2012 |
||||
Balance at beginning of period
|
|
$
|
220
|
|
|
$
|
(165
|
)
|
Net deferral in AOCI of derivatives:
|
|
|
|
|
||||
Net increase (decrease) in fair value of derivatives
|
|
(1,937
|
)
|
|
783
|
|
||
Tax effect
|
|
827
|
|
|
(318
|
)
|
||
|
|
(1,110
|
)
|
|
465
|
|
||
Net reclassification from AOCI into earnings:
|
|
|
|
|
||||
Reclassification from AOCI into earnings
|
|
(217
|
)
|
|
(161
|
)
|
||
Tax effect
|
|
72
|
|
|
81
|
|
||
|
|
(145
|
)
|
|
(80
|
)
|
||
Balance at end of period
|
|
$
|
(1,035
|
)
|
|
$
|
220
|
|
|
Statement of earnings
classification |
|
Net deferral in AOCI of derivatives -
effective portion |
||||||
|
|
|
2013
|
|
2012
|
||||
Foreign currency forwards
|
Sales
|
|
$
|
182
|
|
|
$
|
—
|
|
Foreign currency forwards
|
Cost of sales
|
|
(1,833
|
)
|
|
783
|
|
||
Interest rate swaps
|
Interest expense
|
|
(286
|
)
|
|
—
|
|
||
Net gain (loss)
|
|
|
$
|
(1,937
|
)
|
|
$
|
783
|
|
|
Statement of earnings
classification |
|
Net reclassification from AOCI into
earnings - effective portion |
||||||
|
|
|
2013
|
|
2012
|
||||
Foreign currency forwards
|
Sales
|
|
$
|
23
|
|
|
$
|
—
|
|
Foreign currency forwards
|
Cost of sales
|
|
361
|
|
|
228
|
|
||
Interest rate swaps
|
Interest expense
|
|
(167
|
)
|
|
(67
|
)
|
||
Net gain
|
|
|
$
|
217
|
|
|
$
|
161
|
|
|
|
|
September 28,
2013 |
|
September 29, 2012
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forwards
|
Other current assets
|
|
$
|
217
|
|
|
$
|
467
|
|
Foreign currency forwards
|
Other assets
|
|
100
|
|
|
32
|
|
||
|
Total assets
|
|
$
|
317
|
|
|
$
|
499
|
|
Foreign currency forwards
|
Other accrued liabilities
|
|
$
|
1,342
|
|
|
$
|
41
|
|
Foreign currency forwards
|
Other long-term liabilities
|
|
636
|
|
|
40
|
|
||
Interest rate swaps
|
Other accrued liabilities
|
|
85
|
|
|
—
|
|
||
Interest rate swaps
|
Other long-term liabilities
|
|
42
|
|
|
—
|
|
||
|
Total liabilities
|
|
$
|
2,105
|
|
|
$
|
81
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forwards
|
Other current assets
|
|
$
|
68
|
|
|
$
|
1,456
|
|
|
Total assets
|
|
$
|
68
|
|
|
$
|
1,456
|
|
Foreign currency forwards
|
Other accrued liabilities
|
|
$
|
956
|
|
|
$
|
2,549
|
|
|
Total liabilities
|
|
$
|
956
|
|
|
$
|
2,549
|
|
|
Classification
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Foreign currency forwards
|
Other current assets
|
$
|
—
|
|
|
$
|
285
|
|
|
$
|
—
|
|
|
$
|
285
|
|
Foreign currency forwards
|
Other assets
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
||||
|
Total assets
|
$
|
—
|
|
|
$
|
385
|
|
|
$
|
—
|
|
|
$
|
385
|
|
Foreign currency forwards
|
Other accrued liabilities
|
$
|
—
|
|
|
$
|
2,298
|
|
|
$
|
—
|
|
|
$
|
2,298
|
|
Foreign currency forwards
|
Other long-term liabilities
|
—
|
|
|
636
|
|
|
—
|
|
|
636
|
|
||||
Interest rate swaps
|
Other accrued liabilities
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
||||
Interest rate swaps
|
Other long-term liabilities
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
||||
Acquisition contingent consideration
|
Other accrued liabilities
|
—
|
|
|
—
|
|
|
1,804
|
|
|
1,804
|
|
||||
Acquisition contingent consideration
|
Other long-term liabilities
|
—
|
|
|
—
|
|
|
2,203
|
|
|
2,203
|
|
||||
|
Total liabilities
|
$
|
—
|
|
|
$
|
3,061
|
|
|
$
|
4,007
|
|
|
$
|
7,068
|
|
|
|
2013
|
|
2012
|
||||
Balance at beginning of year
|
|
$
|
6,422
|
|
|
$
|
1,990
|
|
Additions from acquisitions
|
|
3,447
|
|
|
4,809
|
|
||
Increase in discounted future cash flows recorded as interest expense
|
|
317
|
|
|
287
|
|
||
Decrease in earn out provisions recorded as other income
|
|
(3,368
|
)
|
|
(645
|
)
|
||
Settlements paid in cash
|
|
(2,811
|
)
|
|
(19
|
)
|
||
Balance at end of year
|
|
$
|
4,007
|
|
|
$
|
6,422
|
|
|
|
2013
|
||
Aircraft Controls
|
|
$
|
1,692
|
|
Space and Defense Controls
|
|
4,968
|
|
|
Industrial Systems
|
|
7,415
|
|
|
Total
|
|
$
|
14,075
|
|
|
|
2013
|
||
Balance at beginning of period
|
|
$
|
—
|
|
Charged to expense
|
|
14,075
|
|
|
Cash payments
|
|
(6,983
|
)
|
|
Foreign currency translation
|
|
37
|
|
|
Balance at end of period
|
|
$
|
7,129
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at prior year measurement date
|
$
|
779,977
|
|
|
$
|
635,798
|
|
|
$
|
153,089
|
|
|
$
|
131,914
|
|
Service cost
|
26,856
|
|
|
23,347
|
|
|
4,874
|
|
|
4,046
|
|
||||
Interest cost
|
28,818
|
|
|
29,786
|
|
|
5,749
|
|
|
5,864
|
|
||||
Contributions by plan participants
|
—
|
|
|
—
|
|
|
970
|
|
|
900
|
|
||||
Actuarial losses (gains)
|
(138,603
|
)
|
|
108,095
|
|
|
8,781
|
|
|
16,557
|
|
||||
Foreign currency exchange impact
|
—
|
|
|
—
|
|
|
1,400
|
|
|
(1,995
|
)
|
||||
Benefits paid from plan assets
|
(17,586
|
)
|
|
(15,926
|
)
|
|
(1,903
|
)
|
|
(1,430
|
)
|
||||
Benefits paid by Moog
|
(1,556
|
)
|
|
(1,123
|
)
|
|
(3,162
|
)
|
|
(2,700
|
)
|
||||
Other
|
157
|
|
|
—
|
|
|
182
|
|
|
(67
|
)
|
||||
Projected benefit obligation at measurement date
|
$
|
678,063
|
|
|
$
|
779,977
|
|
|
$
|
169,980
|
|
|
$
|
153,089
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of assets at prior year measurement date
|
$
|
441,426
|
|
|
$
|
389,286
|
|
|
$
|
84,044
|
|
|
$
|
68,991
|
|
Actual return on plan assets
|
42,853
|
|
|
68,074
|
|
|
12,147
|
|
|
11,086
|
|
||||
Employer contributions
|
34,584
|
|
|
1,115
|
|
|
8,077
|
|
|
6,842
|
|
||||
Contributions by plan participants
|
—
|
|
|
—
|
|
|
970
|
|
|
900
|
|
||||
Benefits paid
|
(19,142
|
)
|
|
(17,049
|
)
|
|
(5,065
|
)
|
|
(4,130
|
)
|
||||
Foreign currency exchange impact
|
—
|
|
|
—
|
|
|
(1,485
|
)
|
|
422
|
|
||||
Other
|
(803
|
)
|
|
—
|
|
|
(63
|
)
|
|
(67
|
)
|
||||
Fair value of assets at measurement date
|
$
|
498,918
|
|
|
$
|
441,426
|
|
|
$
|
98,625
|
|
|
$
|
84,044
|
|
Funded status and amount recognized in assets and liabilities
|
$
|
(179,145
|
)
|
|
$
|
(338,551
|
)
|
|
$
|
(71,355
|
)
|
|
$
|
(69,045
|
)
|
Amount recognized in assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Other assets - non-current
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,043
|
|
|
$
|
—
|
|
Accrued and long-term pension liabilities
|
(179,145
|
)
|
|
(338,551
|
)
|
|
(73,398
|
)
|
|
(69,045
|
)
|
||||
Amount recognized in assets and liabilities
|
$
|
(179,145
|
)
|
|
$
|
(338,551
|
)
|
|
$
|
(71,355
|
)
|
|
$
|
(69,045
|
)
|
Amount recognized in accumulated other comprehensive loss, before taxes:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
$
|
995
|
|
|
$
|
42
|
|
|
$
|
(172
|
)
|
|
$
|
(305
|
)
|
Actuarial losses
|
247,803
|
|
|
415,524
|
|
|
28,550
|
|
|
29,775
|
|
||||
Amount recognized in accumulated other comprehensive loss, before taxes
|
$
|
248,798
|
|
|
$
|
415,566
|
|
|
$
|
28,378
|
|
|
$
|
29,470
|
|
|
|
September 28,
2013 |
|
September 29, 2012
|
||||
Projected benefit obligation
|
|
$
|
802,239
|
|
|
$
|
892,005
|
|
Accumulated benefit obligation
|
|
725,886
|
|
|
798,865
|
|
||
Fair value of plan assets
|
|
549,696
|
|
|
487,673
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Assumptions for net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.7
|
%
|
|
4.7
|
%
|
|
5.2
|
%
|
|
4.0
|
%
|
|
4.7
|
%
|
|
4.6
|
%
|
Return on assets
|
8.6
|
%
|
|
8.9
|
%
|
|
8.9
|
%
|
|
4.5
|
%
|
|
5.5
|
%
|
|
5.1
|
%
|
Rate of compensation increase
|
4.1
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
Assumptions for benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
5.0
|
%
|
|
3.7
|
%
|
|
4.7
|
%
|
|
3.6
|
%
|
|
3.9
|
%
|
|
4.7
|
%
|
Rate of compensation increase
|
4.1
|
%
|
|
4.1
|
%
|
|
3.8
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
U.S. Plans, September 28, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Shares of registered investment companies:
|
|
|
|
|
|
|
|
||||||||
Non-investment grade
|
$
|
61,133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,133
|
|
Real assets
|
17,916
|
|
|
—
|
|
|
—
|
|
|
17,916
|
|
||||
Other
|
16,487
|
|
|
—
|
|
|
—
|
|
|
16,487
|
|
||||
Fixed income funds:
|
|
|
|
|
|
|
|
||||||||
U.S. Government obligations
|
—
|
|
|
40,173
|
|
|
—
|
|
|
40,173
|
|
||||
Corporate and other
|
—
|
|
|
27,418
|
|
|
—
|
|
|
27,418
|
|
||||
Employer securities
|
67,163
|
|
|
—
|
|
|
—
|
|
|
67,163
|
|
||||
Interest in common collective trusts
|
—
|
|
|
152,355
|
|
|
—
|
|
|
152,355
|
|
||||
Money market funds
|
—
|
|
|
23,938
|
|
|
—
|
|
|
23,938
|
|
||||
Cash and cash equivalents
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Limited partnerships
|
—
|
|
|
—
|
|
|
71,072
|
|
|
71,072
|
|
||||
Insurance contracts and other
|
—
|
|
|
—
|
|
|
21,195
|
|
|
21,195
|
|
||||
Fair value
|
$
|
162,767
|
|
|
$
|
243,884
|
|
|
$
|
92,267
|
|
|
$
|
498,918
|
|
Non-U.S. Plans, September 28, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Shares of registered investment companies
|
$
|
—
|
|
|
$
|
26,520
|
|
|
$
|
—
|
|
|
$
|
26,520
|
|
Domestic equity
|
4,493
|
|
|
169
|
|
|
—
|
|
|
4,662
|
|
||||
International equity
|
9,784
|
|
|
—
|
|
|
—
|
|
|
9,784
|
|
||||
Fixed income funds
|
4,430
|
|
|
23,658
|
|
|
—
|
|
|
28,088
|
|
||||
Cash and cash equivalents
|
96
|
|
|
3,107
|
|
|
—
|
|
|
3,203
|
|
||||
Insurance contracts and other
|
—
|
|
|
548
|
|
|
25,820
|
|
|
26,368
|
|
||||
Fair value
|
$
|
18,803
|
|
|
$
|
54,002
|
|
|
$
|
25,820
|
|
|
$
|
98,625
|
|
U.S. Plans, September 29, 2012
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Shares of registered investment companies:
|
|
|
|
|
|
|
|
||||||||
Large growth stocks
|
$
|
87,062
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,062
|
|
International equity
|
72,763
|
|
|
—
|
|
|
—
|
|
|
72,763
|
|
||||
Emerging markets
|
18,566
|
|
|
—
|
|
|
—
|
|
|
18,566
|
|
||||
Common stock:
|
|
|
|
|
|
|
|
||||||||
International equity
|
28,774
|
|
|
—
|
|
|
—
|
|
|
28,774
|
|
||||
Large value stocks
|
17,454
|
|
|
—
|
|
|
—
|
|
|
17,454
|
|
||||
Large core stocks
|
18,409
|
|
|
—
|
|
|
—
|
|
|
18,409
|
|
||||
Large growth stocks
|
19,411
|
|
|
—
|
|
|
—
|
|
|
19,411
|
|
||||
Other
|
16,950
|
|
|
—
|
|
|
—
|
|
|
16,950
|
|
||||
Fixed income funds:
|
|
|
|
|
|
|
|
||||||||
Intermediate-term core fixed income
|
67,046
|
|
|
—
|
|
|
—
|
|
|
67,046
|
|
||||
Employer securities
|
43,893
|
|
|
—
|
|
|
—
|
|
|
43,893
|
|
||||
Interest in common collective trusts
|
—
|
|
|
29,105
|
|
|
—
|
|
|
29,105
|
|
||||
Money market funds
|
—
|
|
|
6,630
|
|
|
—
|
|
|
6,630
|
|
||||
Cash and cash equivalents
|
1,759
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
||||
Limited partnerships
|
—
|
|
|
—
|
|
|
13,604
|
|
|
13,604
|
|
||||
Fair value
|
$
|
392,087
|
|
|
$
|
35,735
|
|
|
$
|
13,604
|
|
|
$
|
441,426
|
|
Non-U.S. Plans, September 29, 2012
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Shares of registered investment companies
|
$
|
—
|
|
|
$
|
30,700
|
|
|
$
|
—
|
|
|
$
|
30,700
|
|
Domestic equity
|
3,161
|
|
|
142
|
|
|
—
|
|
|
3,303
|
|
||||
International equity
|
9,866
|
|
|
—
|
|
|
—
|
|
|
9,866
|
|
||||
Fixed income funds
|
2,157
|
|
|
16,765
|
|
|
—
|
|
|
18,922
|
|
||||
Cash and cash equivalents
|
748
|
|
|
—
|
|
|
—
|
|
|
748
|
|
||||
Insurance contracts and other
|
—
|
|
|
653
|
|
|
19,852
|
|
|
20,505
|
|
||||
Fair value
|
$
|
15,932
|
|
|
$
|
48,260
|
|
|
$
|
19,852
|
|
|
$
|
84,044
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||
Balance at October 1, 2011
|
|
$
|
8,633
|
|
|
$
|
11,378
|
|
|
$
|
20,011
|
|
Return on assets
|
|
3,026
|
|
|
3,769
|
|
|
6,795
|
|
|||
Purchases from contributions to Plans
|
|
5,344
|
|
|
5,420
|
|
|
10,764
|
|
|||
Proceeds from sales of investments
|
|
(3,399
|
)
|
|
—
|
|
|
(3,399
|
)
|
|||
Settlements paid in cash
|
|
—
|
|
|
(160
|
)
|
|
(160
|
)
|
|||
Foreign currency translation
|
|
—
|
|
|
(555
|
)
|
|
(555
|
)
|
|||
Balance at September 29, 2012
|
|
13,604
|
|
|
19,852
|
|
|
33,456
|
|
|||
Return on assets
|
|
7,653
|
|
|
3,670
|
|
|
11,323
|
|
|||
Purchases from contributions to Plans
|
|
81,045
|
|
|
2,229
|
|
|
83,274
|
|
|||
Proceeds from sales of investments
|
|
(3,000
|
)
|
|
—
|
|
|
(3,000
|
)
|
|||
Settlements paid in cash
|
|
(7,035
|
)
|
|
(164
|
)
|
|
(7,199
|
)
|
|||
Foreign currency translation
|
|
—
|
|
|
233
|
|
|
233
|
|
|||
Balance at September 28, 2013
|
|
$
|
92,267
|
|
|
$
|
25,820
|
|
|
$
|
118,087
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
26,856
|
|
|
$
|
23,347
|
|
|
$
|
22,566
|
|
|
$
|
4,874
|
|
|
$
|
4,046
|
|
|
$
|
4,804
|
|
Interest cost
|
28,818
|
|
|
29,786
|
|
|
28,683
|
|
|
5,750
|
|
|
5,864
|
|
|
6,260
|
|
||||||
Expected return on plan assets
|
(41,340
|
)
|
|
(41,970
|
)
|
|
(39,089
|
)
|
|
(3,789
|
)
|
|
(3,832
|
)
|
|
(3,900
|
)
|
||||||
Amortization of prior service cost (credit)
|
8
|
|
|
9
|
|
|
9
|
|
|
(51
|
)
|
|
(62
|
)
|
|
(60
|
)
|
||||||
Amortization of actuarial loss
|
27,604
|
|
|
17,024
|
|
|
11,292
|
|
|
1,589
|
|
|
875
|
|
|
1,546
|
|
||||||
Settlement loss
|
—
|
|
|
—
|
|
|
16
|
|
|
245
|
|
|
—
|
|
|
275
|
|
||||||
Pension expense for defined benefit plans
|
41,946
|
|
|
28,196
|
|
|
23,477
|
|
|
8,618
|
|
|
6,891
|
|
|
8,925
|
|
||||||
Pension expense for defined contribution plans
|
11,223
|
|
|
9,114
|
|
|
7,674
|
|
|
5,672
|
|
|
5,105
|
|
|
4,765
|
|
||||||
Total pension expense
|
$
|
53,169
|
|
|
$
|
37,310
|
|
|
$
|
31,151
|
|
|
$
|
14,290
|
|
|
$
|
11,996
|
|
|
$
|
13,690
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2014
|
|
$
|
21,953
|
|
|
$
|
4,936
|
|
2015
|
|
24,811
|
|
|
5,833
|
|
||
2016
|
|
26,878
|
|
|
5,949
|
|
||
2017
|
|
29,651
|
|
|
6,306
|
|
||
2018
|
|
32,258
|
|
|
6,194
|
|
||
Five years thereafter
|
|
209,198
|
|
|
39,215
|
|
|
|
September 28,
2013 |
|
September 29, 2012
|
||||
Change in Accumulated Postretirement Benefit Obligation (APBO):
|
|
|
|
|
||||
APBO at prior year measurement date
|
|
$
|
17,456
|
|
|
$
|
18,025
|
|
Service cost
|
|
292
|
|
|
330
|
|
||
Interest cost
|
|
549
|
|
|
785
|
|
||
Contributions by plan participants
|
|
1,550
|
|
|
1,510
|
|
||
Benefits paid
|
|
(2,617
|
)
|
|
(2,634
|
)
|
||
Actuarial gains
|
|
(2,860
|
)
|
|
(656
|
)
|
||
Retiree drug subsidy receipts
|
|
—
|
|
|
96
|
|
||
APBO at measurement date
|
|
$
|
14,370
|
|
|
$
|
17,456
|
|
Funded status
|
|
$
|
(14,370
|
)
|
|
$
|
(17,456
|
)
|
Accrued postretirement benefit liability
|
|
$
|
14,370
|
|
|
$
|
17,456
|
|
Amount recognized in accumulated other comprehensive loss, before taxes:
|
|
|
|
|
||||
Transition obligation
|
|
$
|
—
|
|
|
$
|
361
|
|
Actuarial gains
|
|
(3,464
|
)
|
|
(604
|
)
|
||
Amount recognized in accumulated other comprehensive loss, before taxes
|
|
$
|
(3,464
|
)
|
|
$
|
(243
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
|
$
|
292
|
|
|
$
|
330
|
|
|
$
|
491
|
|
Interest cost
|
|
549
|
|
|
785
|
|
|
1,103
|
|
|||
Amortization of transition obligation
|
|
361
|
|
|
394
|
|
|
394
|
|
|||
Amortization of actuarial loss
|
|
—
|
|
|
—
|
|
|
579
|
|
|||
Net periodic postretirement benefit cost
|
|
$
|
1,202
|
|
|
$
|
1,509
|
|
|
$
|
2,567
|
|
|
|
September 28, 2013
|
|
September 29, 2012
|
||||
Balance at beginning of period
|
|
$
|
(280,424
|
)
|
|
$
|
(234,128
|
)
|
Net deferral in AOCI of actuarial loss:
|
|
|
|
|
||||
Net actuarial gain (loss) during period
|
|
141,806
|
|
|
(90,463
|
)
|
||
Tax effect
|
|
(53,532
|
)
|
|
32,990
|
|
||
|
|
88,274
|
|
|
(57,473
|
)
|
||
Net reclassification from AOCI into earnings:
|
|
|
|
|
||||
Reclassification from AOCI into earnings
|
|
29,427
|
|
|
17,969
|
|
||
Tax effect
|
|
(10,972
|
)
|
|
(6,792
|
)
|
||
|
|
18,455
|
|
|
11,177
|
|
||
Balance at end of period
|
|
$
|
(173,695
|
)
|
|
$
|
(280,424
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Earnings before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
83,962
|
|
|
$
|
120,158
|
|
|
$
|
89,409
|
|
Foreign
|
|
80,559
|
|
|
86,506
|
|
|
96,801
|
|
|||
Eliminations
|
|
485
|
|
|
2,177
|
|
|
(2,425
|
)
|
|||
Total
|
|
$
|
165,006
|
|
|
$
|
208,841
|
|
|
$
|
183,785
|
|
Computed expected tax expense
|
|
$
|
57,752
|
|
|
$
|
73,094
|
|
|
$
|
64,325
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
||||||
Foreign and R&D tax credits
|
|
(3,271
|
)
|
|
(1,029
|
)
|
|
(7,578
|
)
|
|||
Foreign tax rates
|
|
(10,726
|
)
|
|
(11,126
|
)
|
|
(6,704
|
)
|
|||
Export and manufacturing incentives
|
|
(3,400
|
)
|
|
(2,275
|
)
|
|
(1,680
|
)
|
|||
State taxes, net of federal benefit
|
|
1,921
|
|
|
3,346
|
|
|
2,396
|
|
|||
Change in valuation allowance for deferred taxes
|
|
2,231
|
|
|
(4,030
|
)
|
|
(3,100
|
)
|
|||
Change in enacted tax rates
|
|
—
|
|
|
(1,303
|
)
|
|
(277
|
)
|
|||
Other
|
|
2
|
|
|
(298
|
)
|
|
382
|
|
|||
Income taxes
|
|
$
|
44,509
|
|
|
$
|
56,379
|
|
|
$
|
47,764
|
|
Effective income tax rate
|
|
27.0
|
%
|
|
27.0
|
%
|
|
26.0
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
29,345
|
|
|
$
|
34,361
|
|
|
$
|
14,307
|
|
Foreign
|
|
18,835
|
|
|
20,646
|
|
|
27,746
|
|
|||
State
|
|
4,545
|
|
|
5,485
|
|
|
2,788
|
|
|||
Total current
|
|
52,725
|
|
|
60,492
|
|
|
44,841
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(7,542
|
)
|
|
1,239
|
|
|
7,449
|
|
|||
Foreign
|
|
914
|
|
|
(5,014
|
)
|
|
(5,424
|
)
|
|||
State
|
|
(1,588
|
)
|
|
(338
|
)
|
|
898
|
|
|||
Total deferred
|
|
(8,216
|
)
|
|
(4,113
|
)
|
|
2,923
|
|
|||
Income taxes
|
|
$
|
44,509
|
|
|
$
|
56,379
|
|
|
$
|
47,764
|
|
|
|
September 28,
2013 |
|
September 29,
2012 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Benefit accruals
|
|
$
|
164,458
|
|
|
$
|
219,396
|
|
Inventory reserves
|
|
29,873
|
|
|
30,953
|
|
||
Tax benefit carryforwards
|
|
14,376
|
|
|
14,928
|
|
||
Contract loss reserves not currently deductible
|
|
10,885
|
|
|
12,124
|
|
||
Other accrued expenses
|
|
17,249
|
|
|
14,563
|
|
||
Total gross deferred tax assets
|
|
236,841
|
|
|
291,964
|
|
||
Less valuation allowance
|
|
(4,006
|
)
|
|
(1,746
|
)
|
||
Total net deferred tax assets
|
|
232,835
|
|
|
290,218
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Differences in bases and depreciation of property, plant and equipment
|
|
174,743
|
|
|
172,253
|
|
||
Pension
|
|
55,157
|
|
|
49,293
|
|
||
Foreign currency
|
|
—
|
|
|
1,963
|
|
||
Other
|
|
216
|
|
|
415
|
|
||
Total gross deferred tax liabilities
|
|
230,116
|
|
|
223,924
|
|
||
Net deferred tax assets
|
|
$
|
2,719
|
|
|
$
|
66,294
|
|
|
|
September 28,
2013 |
|
September 29, 2012
|
||||
Current assets
|
|
$
|
91,052
|
|
|
$
|
87,780
|
|
Other assets
|
|
16,583
|
|
|
16,280
|
|
||
Other accrued liabilities
|
|
(539
|
)
|
|
(1,311
|
)
|
||
Long-term liabilities
|
|
(104,377
|
)
|
|
(36,455
|
)
|
||
Net deferred tax assets
|
|
$
|
2,719
|
|
|
$
|
66,294
|
|
|
|
September 28,
2013 |
|
September 29, 2012
|
||||
Balance at beginning of year
|
|
$
|
3,923
|
|
|
$
|
6,696
|
|
Decreases as a result of tax positions for prior years
|
|
—
|
|
|
(151
|
)
|
||
Reductions as a result of lapse of statute of limitations
|
|
(1,969
|
)
|
|
(2,622
|
)
|
||
Settlement of tax positions
|
|
(421
|
)
|
|
—
|
|
||
Balance at end of year
|
|
$
|
1,533
|
|
|
$
|
3,923
|
|
|
Shares
|
|
Conversion of Class B to Class A shares
|
7,666,653
|
|
2008 Stock Appreciation Rights Plan
|
3,693,241
|
|
2003 Stock Option Plan
|
742,262
|
|
1998 Stock Option Plan
|
50,624
|
|
Class A shares reserved for issuance
|
12,152,780
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Expected volatility
|
|
34% - 40%
|
|
|
40% - 42%
|
|
|
39% - 49%
|
|
|||
Risk-free rate
|
|
.4% - 1.1%
|
|
|
.5% - 1.4%
|
|
|
.8% - 2.0%
|
|
|||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected term
|
|
3-7 years
|
|
|
3-7 years
|
|
|
3-7 years
|
|
|||
Weighted-average fair value of SARs granted
|
|
$
|
14.10
|
|
|
$
|
16.92
|
|
|
$
|
15.25
|
|
1998 Stock Option Plan
|
|
Stock Options/SARs
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at October 2, 2010
|
|
449,484
|
|
|
$
|
13.19
|
|
|
|
|
|
||
Exercised in 2011
|
|
(143,323
|
)
|
|
11.84
|
|
|
|
|
|
|||
Outstanding at October 1, 2011
|
|
306,161
|
|
|
13.81
|
|
|
|
|
|
|||
Exercised in 2012
|
|
(148,300
|
)
|
|
12.07
|
|
|
|
|
|
|||
Outstanding at September 29, 2012
|
|
157,861
|
|
|
15.45
|
|
|
|
|
|
|||
Exercised in 2013
|
|
(107,237
|
)
|
|
13.42
|
|
|
|
|
|
|||
Outstanding at September 28, 2013
|
|
50,624
|
|
|
$
|
19.74
|
|
|
0.2 years
|
|
$
|
1,952
|
|
Exercisable at September 28, 2013
|
|
45,190
|
|
|
$
|
19.74
|
|
|
0.2 years
|
|
$
|
1,742
|
|
2003 Stock Option Plan
|
|
|
|
|
|
|
|
|
|||||
Outstanding at October 2, 2010
|
|
1,135,789
|
|
|
$
|
32.90
|
|
|
|
|
|
||
Exercised in 2011
|
|
(10,065
|
)
|
|
24.31
|
|
|
|
|
|
|||
Outstanding at October 1, 2011
|
|
1,125,724
|
|
|
32.98
|
|
|
|
|
|
|||
Exercised in 2012
|
|
(19,852
|
)
|
|
28.17
|
|
|
|
|
|
|||
Expired in 2012
|
|
(1,538
|
)
|
|
42.45
|
|
|
|
|
|
|||
Outstanding at September 29, 2012
|
|
1,104,334
|
|
|
33.05
|
|
|
|
|
|
|||
Exercised in 2013
|
|
(341,822
|
)
|
|
30.20
|
|
|
|
|
|
|||
Expired in 2013
|
|
(20,250
|
)
|
|
42.45
|
|
|
|
|
|
|||
Outstanding at September 28, 2013
|
|
742,262
|
|
|
$
|
34.11
|
|
|
2.7 years
|
|
$
|
17,946
|
|
Exercisable at September 28, 2013
|
|
513,852
|
|
|
$
|
35.93
|
|
|
3.0 years
|
|
$
|
11,487
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Stock Option Plans
|
|
|
|
|
|
|
|
|
|||||
Outstanding at September 28, 2013
|
|
792,886
|
|
|
$
|
33.19
|
|
|
|
|
|
||
Exercisable at September 28, 2013
|
|
559,042
|
|
|
$
|
34.62
|
|
|
|
|
|
2008 Stock Appreciation Rights Plan
|
|
|
|
|
|
|
|
|
|||||
Outstanding at October 2, 2010
|
|
763,209
|
|
|
$
|
33.00
|
|
|
|
|
|
||
Granted in 2011
|
|
385,000
|
|
|
36.86
|
|
|
|
|
|
|||
Exercised in 2011
|
|
(14,501
|
)
|
|
32.79
|
|
|
|
|
|
|||
Forfeited in 2011
|
|
(17,000
|
)
|
|
37.74
|
|
|
|
|
|
|||
Outstanding at October 1, 2011
|
|
1,116,708
|
|
|
34.26
|
|
|
|
|
|
|||
Granted in 2012
|
|
408,000
|
|
|
41.82
|
|
|
|
|
|
|||
Exercised in 2012
|
|
(56,543
|
)
|
|
32.62
|
|
|
|
|
|
|||
Outstanding at September 29, 2012
|
|
1,468,165
|
|
|
36.43
|
|
|
|
|
|
|||
Granted in 2013
|
|
460,791
|
|
|
36.41
|
|
|
|
|
|
|||
Exercised in 2013
|
|
(235,715
|
)
|
|
33.71
|
|
|
|
|
|
|||
Outstanding at September 28, 2013
|
|
1,693,241
|
|
|
$
|
36.80
|
|
|
7.4 years
|
|
$
|
36,390
|
|
Exercisable at September 28, 2013
|
|
845,183
|
|
|
$
|
35.42
|
|
|
6.2 years
|
|
$
|
19,328
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
1998 Stock Option Plan
|
|
|
|
|
|
|
||||||
Intrinsic value of options exercised
|
|
$
|
2,585
|
|
|
$
|
4,254
|
|
|
$
|
4,186
|
|
Total fair value of options vested
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
791
|
|
2003 Stock Option Plan
|
|
|
|
|
|
|
||||||
Intrinsic value of options exercised
|
|
$
|
6,199
|
|
|
$
|
227
|
|
|
$
|
156
|
|
Total fair value of options vested
|
|
$
|
399
|
|
|
$
|
376
|
|
|
$
|
4,758
|
|
2008 Stock Appreciation Rights Plan
|
|
|
|
|
|
|
||||||
Intrinsic value of SARs exercised
|
|
$
|
3,368
|
|
|
$
|
437
|
|
|
$
|
108
|
|
Total fair value of SARs vested
|
|
$
|
5,199
|
|
|
$
|
4,563
|
|
|
$
|
3,438
|
|
|
|
September 28, 2013
|
|
September 29, 2012
|
||||
Accumulated foreign currency translation
|
|
$
|
40,572
|
|
|
$
|
33,493
|
|
Accumulated retirement liability
|
|
(173,695
|
)
|
|
(280,424
|
)
|
||
Accumulated gain (loss) on derivatives
|
|
(1,035
|
)
|
|
220
|
|
||
Accumulated other comprehensive loss
|
|
$
|
(134,158
|
)
|
|
$
|
(246,711
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
1,059,587
|
|
|
$
|
963,421
|
|
|
$
|
850,490
|
|
Space and Defense Controls
|
|
395,945
|
|
|
358,755
|
|
|
355,762
|
|
|||
Industrial Systems
|
|
592,112
|
|
|
633,713
|
|
|
629,312
|
|
|||
Components
|
|
415,428
|
|
|
374,081
|
|
|
353,142
|
|
|||
Medical Devices
|
|
147,239
|
|
|
139,566
|
|
|
141,974
|
|
|||
Net sales
|
|
2,610,311
|
|
|
2,469,536
|
|
|
2,330,680
|
|
|||
Operating profit (loss) and margins:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
126,751
|
|
|
104,582
|
|
|
$
|
83,776
|
|
||
|
|
12.0
|
%
|
|
10.9
|
%
|
|
9.9
|
%
|
|||
Space and Defense Controls
|
|
25,350
|
|
|
42,854
|
|
|
49,245
|
|
|||
|
|
6.4
|
%
|
|
11.9
|
%
|
|
13.8
|
%
|
|||
Industrial Systems
|
|
42,254
|
|
|
63,243
|
|
|
62,805
|
|
|||
|
|
7.1
|
%
|
|
10.0
|
%
|
|
10.0
|
%
|
|||
Components
|
|
68,731
|
|
|
57,303
|
|
|
50,353
|
|
|||
|
|
16.5
|
%
|
|
15.3
|
%
|
|
14.3
|
%
|
|||
Medical Devices
|
|
(35,542
|
)
|
|
5,443
|
|
|
241
|
|
|||
|
|
(24.1
|
%)
|
|
3.9
|
%
|
|
0.2
|
%
|
|||
Total operating profit
|
|
227,544
|
|
|
273,425
|
|
|
246,420
|
|
|||
|
|
8.7
|
%
|
|
11.1
|
%
|
|
10.6
|
%
|
|||
Deductions from operating profit:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
26,962
|
|
|
34,312
|
|
|
35,666
|
|
|||
Equity-based compensation expense
|
|
6,620
|
|
|
6,226
|
|
|
6,952
|
|
|||
Corporate and other expenses, net
|
|
28,956
|
|
|
24,046
|
|
|
20,017
|
|
|||
Earnings before income taxes
|
|
$
|
165,006
|
|
|
$
|
208,841
|
|
|
$
|
183,785
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
45,547
|
|
|
$
|
42,774
|
|
|
$
|
40,945
|
|
Space and Defense Controls
|
|
15,470
|
|
|
11,996
|
|
|
11,349
|
|
|||
Industrial Systems
|
|
22,703
|
|
|
23,408
|
|
|
23,194
|
|
|||
Components
|
|
11,735
|
|
|
9,123
|
|
|
7,409
|
|
|||
Medical Devices
|
|
10,269
|
|
|
11,101
|
|
|
11,472
|
|
|||
Corporate
|
|
2,349
|
|
|
2,414
|
|
|
1,958
|
|
|||
Total depreciation and amortization
|
|
$
|
108,073
|
|
|
$
|
100,816
|
|
|
$
|
96,327
|
|
Identifiable assets:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
1,268,753
|
|
|
$
|
1,194,742
|
|
|
$
|
1,110,771
|
|
Space and Defense Controls
|
|
514,260
|
|
|
423,838
|
|
|
342,093
|
|
|||
Industrial Systems
|
|
675,115
|
|
|
691,636
|
|
|
689,683
|
|
|||
Components
|
|
486,421
|
|
|
457,254
|
|
|
384,409
|
|
|||
Medical Devices
|
|
189,669
|
|
|
234,431
|
|
|
243,283
|
|
|||
Corporate
|
|
102,877
|
|
|
104,006
|
|
|
72,728
|
|
|||
Total assets
|
|
$
|
3,237,095
|
|
|
$
|
3,105,907
|
|
|
$
|
2,842,967
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
49,859
|
|
|
$
|
67,507
|
|
|
$
|
51,727
|
|
Space and Defense Controls
|
|
14,401
|
|
|
10,270
|
|
|
11,589
|
|
|||
Industrial Systems
|
|
14,230
|
|
|
16,525
|
|
|
11,702
|
|
|||
Components
|
|
8,166
|
|
|
7,071
|
|
|
4,620
|
|
|||
Medical Devices
|
|
3,659
|
|
|
2,398
|
|
|
2,737
|
|
|||
Corporate
|
|
2,859
|
|
|
3,259
|
|
|
1,320
|
|
|||
Total capital expenditures
|
|
$
|
93,174
|
|
|
$
|
107,030
|
|
|
$
|
83,695
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,540,096
|
|
|
$
|
1,363,892
|
|
|
$
|
1,293,058
|
|
Germany
|
|
199,800
|
|
|
210,842
|
|
|
185,840
|
|
|||
United Kingdom
|
|
123,004
|
|
|
117,336
|
|
|
113,253
|
|
|||
China
|
|
94,829
|
|
|
121,338
|
|
|
144,586
|
|
|||
Other
|
|
652,582
|
|
|
656,128
|
|
|
593,943
|
|
|||
Net sales
|
|
$
|
2,610,311
|
|
|
$
|
2,469,536
|
|
|
$
|
2,330,680
|
|
Property, plant and equipment, net:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
322,282
|
|
|
$
|
310,390
|
|
|
$
|
288,647
|
|
Philippines
|
|
75,087
|
|
|
68,993
|
|
|
70,159
|
|
|||
United Kingdom
|
|
62,105
|
|
|
58,329
|
|
|
35,468
|
|
|||
Other
|
|
102,889
|
|
|
108,467
|
|
|
109,598
|
|
|||
Property, plant and equipment, net
|
|
$
|
562,363
|
|
|
$
|
546,179
|
|
|
$
|
503,872
|
|
2013
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Total
|
||||||||||
Net sales
|
$
|
620,803
|
|
|
$
|
643,023
|
|
|
$
|
670,632
|
|
|
$
|
675,853
|
|
|
$
|
2,610,311
|
|
Gross profit
|
192,700
|
|
|
197,423
|
|
|
198,269
|
|
|
195,358
|
|
|
783,750
|
|
|||||
Net earnings
|
34,118
|
|
|
36,527
|
|
|
34,227
|
|
|
15,625
|
|
|
120,497
|
|
|||||
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.75
|
|
|
$
|
0.81
|
|
|
$
|
0.76
|
|
|
$
|
0.34
|
|
|
$
|
2.66
|
|
Diluted
|
$
|
0.75
|
|
|
$
|
0.80
|
|
|
$
|
0.75
|
|
|
$
|
0.34
|
|
|
$
|
2.63
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Total
|
||||||||||
Net sales
|
$
|
600,618
|
|
|
$
|
624,970
|
|
|
$
|
611,221
|
|
|
$
|
632,727
|
|
|
$
|
2,469,536
|
|
Gross profit
|
185,135
|
|
|
184,430
|
|
|
183,418
|
|
|
192,321
|
|
|
745,304
|
|
|||||
Net earnings
|
36,373
|
|
|
35,421
|
|
|
38,871
|
|
|
41,797
|
|
|
152,462
|
|
|||||
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.80
|
|
|
$
|
0.78
|
|
|
$
|
0.86
|
|
|
$
|
0.92
|
|
|
$
|
3.37
|
|
Diluted
|
$
|
0.80
|
|
|
$
|
0.77
|
|
|
$
|
0.85
|
|
|
$
|
0.91
|
|
|
$
|
3.33
|
|
|
/s/ JOHN R. SCANNELL
|
John R. Scannell
|
Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ DONALD R. FISHBACK
|
Donald R. Fishback
|
Vice President,
|
Chief Financial Officer
|
(Principal Financial Officer)
|
Item 9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
|
Controls and Procedures.
|
Item 9B.
|
|
Other Information.
|
Item 10.
|
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
|
Executive Compensation.
|
Item 12.
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
|
Principal Accountant Fees and Services.
|
Item 15.
|
|
Exhibits and Financial Statement Schedules.
|
(a)
|
Documents filed as part of this report:
|
1
|
Financial Statements
|
|
Consolidated Statements of Earnings
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Shareholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
Reports of Independent Registered Public Accounting Firm
|
2
|
Financial Statement Schedules
|
|
II.
|
Valuation and Qualifying Accounts.
|
3
|
Exhibits
|
(3
|
)
|
Articles of Incorporation and By-Laws.
|
|
|
(i)
|
Restated Certificate of Incorporation of Moog Inc. (Filed herewith)
|
|
|
(ii)
|
Restated By-laws of Moog Inc., dated November 30, 2011, as amended, incorporated by reference to exhibit 3.2 of our report on Form 10-K for the year ended October 1, 2011.
|
|
(4
|
)
|
Instruments defining the rights of security holders, including indentures.
|
|
|
(a)
|
Form of Indenture between Moog Inc. and Wells Fargo Bank, N.A., as Trustee, dated June 2, 2008, relating to the 7 1/4% Senior Subordinated Notes due 2018, incorporated by reference to exhibit 4.1 of our report on Form 10-Q for the quarter ended June 28, 2008.
|
|
(9
|
)
|
Voting trust agreement.
|
|
|
(a)
|
Agreement as to Voting, effective November 30, 1983, incorporated by reference to exhibit (i) of our report on Form 8-K dated December 9, 1983.
|
|
(10
|
)
|
Material contracts.
|
|
|
Credit and Securitization agreements.
|
||
|
(a)
|
Form of Receivables Purchase Agreement, by and among Moog Receivables LLC, as Seller, Moog Inc., as Servicer, Market Street Funding LLC, as Issuer, and PNC Bank, National Association, as Administrator, dated as of March 5, 2012, incorporated by reference to exhibit 10.1 on Form 8-K dated March 9, 2012.
|
|
|
(b)
|
Second Amendment to the Receivables Purchase Agreement, dated March 4, 2013, by and among Moog Receivables LLC, as Seller, Moog Inc., as Servicer, Market Street Funding LLC, as Issuer and PNC Bank, National Association, as Administrator, incorporated by reference to exhibit 10.1 on Form 8-K dated March 6, 2013.
|
|
|
(c)
|
Fourth Amended and Restated Loan Agreement between Moog Inc., HSBC Bank USA, National Association, Manufacturers and Traders Trust Company, Bank of America, N.A. and JPMorgan Chase Bank, N.A. dated as of March 28, 2013, incorporated by reference to exhibit 10.1 of our report on Form 8-K dated April 1, 2013.
|
|
|
Management contracts or compensatory plan or arrangement.
|
||
|
(d)
|
1998 Stock Option Plan, incorporated by reference to exhibit A of definitive proxy statement filed under Schedule 14A on January 5, 1998.
|
|
|
(e)
|
2003 Stock Option Plan, incorporated by reference to exhibit A of definitive proxy statement filed under Schedule 14A on January 9, 2003.
|
|
|
(f)
|
Forms of Stock Option Agreements under the 1998 Stock Option Plan and 2003 Stock Option Plan, incorporated by reference to exhibit 10.12 of our report on Form 10-K for the year ended September 25, 2004.
|
|
|
(g)
|
2008 Stock Appreciation Rights Plan, incorporated by reference to exhibit A of definitive proxy statement filed under Schedule 14A on December 10, 2007.
|
|
|
(h)
|
Form of Stock Appreciation Rights Award Agreement under 2008 Stock Appreciation Rights Plan, incorporated by reference to exhibit 10.14 of our report on Form 10-K for the year ended September 27, 2008.
|
|
|
(i)
|
First Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan, incorporated by reference to Appendix A of definitive proxy statement filed under Schedule 14A on December 13, 2012.
|
|
|
(j)
|
Second Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan, incorporated by reference to Item 8.01 on Form 8-K dated December 26, 2012.
|
|
|
(k)
|
Form of Employment Termination Benefits Agreement between Moog Inc. and Employee-Officers, incorporated by reference to exhibit 10(vii) of our report on Form 10-K for the year ended September 25, 1999.
|
|
|
(l)
|
Deferred Compensation Plan for Directors and Officers, amended and restated May 16, 2002, incorporated by reference to exhibit 10(ii) of our report on Form 10-K for the year ended September 28, 2002.
|
|
|
(m)
|
Form of Indemnification Agreement for officers, directors and key employees, incorporated by reference to exhibit 10.1 of our report on Form 8-K dated November 30, 2004.
|
|
(n)
|
Description of Management Profit Sharing Program, incorporated by reference to exhibit 10.1 of our report on Form 10-Q for the quarter ended July 2, 2011.
|
|
|
(o)
|
Supplemental Retirement Plan, as amended and restated, effective December 31, 2008, as amended February 6, 2012, incorporated by reference to exhibit 10.1 of our report on Form 10-Q for the quarter ended December 31, 2011.
|
|
|
Other material contracts.
|
||
|
(p)
|
Moog Inc. Stock Employee Compensation Trust Agreement effective December 2, 2003, incorporated by reference to exhibit 10.1 of our report on Form 10-Q for the quarter ended December 31, 2003.
|
(21
|
)
|
|
Our subsidiaries. (All of which are wholly owned by the Corporation, directly or indirectly, unless otherwise noted). The names of indirectly owned subsidiaries are indented under the names of their respective parent corporations.
|
Moog Holland Aircraft Services B.V.
|
Netherlands
|
Moog Ireland Limited
|
Ireland
|
Moog Holdings Ltd.
|
Ireland
|
Moog Dublin Ltd.
|
Ireland
|
Moog UK Cheltenham Ltd.
|
United Kingdom
|
Moog UK Westcott Ltd.
|
United Kingdom
|
Moog Japan Ltd.
|
Japan
|
Moog Korea Ltd.
|
South Korea
|
Moog Medical Devices Rochester, Inc.
|
Delaware
|
MMC Sterilization Services Group, Inc.
|
Pennsylvania
|
Moog Receivables LLC
|
Delaware
|
Moog S.A.R.L. (95% owned by Moog Inc.; 5% owned by Moog GmbH)
|
France
|
Moog Singapore Pte. Ltd.
|
Singapore
|
Moog India Technology Center Pvt. Ltd.
|
India
|
Moog Motion Controls Private Limited
|
India
|
Moog Techtron Corp.
|
Florida
|
QuickSet International, Inc.
|
Illinois
|
Videolarm, Inc.
|
Georgia
|
(23)
|
Consent of Ernst & Young LLP. (Filed herewith)
|
|
|
(31.1)
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)
|
|
|
(31.2)
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)
|
|
|
(32.1)
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith)
|
|
|
(101)
|
Interactive Data Files (submitted electronically herewith)
|
(101.INS)
|
XBRL Instance Document
|
|
|
(101.SCH)
|
XBRL Taxonomy Extension Schema Document
|
|
|
(101.CAL)
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
(101.DEF)
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
(101.LAB)
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
(101.PRE)
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
||||||||||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Schedule II
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
|
Foreign
|
|
|
||||||||||||
|
|
Balance at
|
|
charged to
|
|
|
|
|
|
exchange
|
|
Balance
|
||||||||||||
|
|
beginning
|
|
costs and
|
|
|
|
|
|
impact
|
|
at end
|
||||||||||||
Description
|
|
of year
|
|
expenses
|
|
Deductions
|
|
Acquisitions
|
|
and other
|
|
of year
|
||||||||||||
Fiscal year ended October 1, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract loss reserves
|
|
$
|
40,810
|
|
|
$
|
53,197
|
|
|
$
|
48,666
|
|
|
$
|
—
|
|
|
$
|
(168
|
)
|
|
$
|
45,173
|
|
Allowance for doubtful accounts
|
|
4,813
|
|
|
1,230
|
|
|
1,260
|
|
|
—
|
|
|
(65
|
)
|
|
4,718
|
|
||||||
Reserve for inventory valuation
|
|
85,608
|
|
|
17,566
|
|
|
8,804
|
|
|
—
|
|
|
100
|
|
|
94,470
|
|
||||||
Deferred tax valuation allowance
|
|
7,352
|
|
|
257
|
|
|
3,151
|
|
|
—
|
|
|
(352
|
)
|
|
4,106
|
|
||||||
Fiscal year ended September 29, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract loss reserves
|
|
$
|
45,173
|
|
|
$
|
49,120
|
|
|
$
|
47,986
|
|
|
$
|
1,801
|
|
|
$
|
320
|
|
|
$
|
48,428
|
|
Allowance for doubtful accounts
|
|
4,718
|
|
|
3,936
|
|
|
2,817
|
|
|
—
|
|
|
(83
|
)
|
|
5,754
|
|
||||||
Reserve for inventory valuation
|
|
94,470
|
|
|
15,985
|
|
|
14,101
|
|
|
—
|
|
|
165
|
|
|
96,519
|
|
||||||
Deferred tax valuation allowance
|
|
4,106
|
|
|
77
|
|
|
3,235
|
|
|
977
|
|
|
(179
|
)
|
|
1,746
|
|
||||||
Fiscal year ended September 28, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract loss reserves
|
|
$
|
48,428
|
|
|
$
|
38,717
|
|
|
$
|
43,567
|
|
|
$
|
638
|
|
|
$
|
12
|
|
|
$
|
44,228
|
|
Allowance for doubtful accounts
|
|
5,754
|
|
|
1,779
|
|
|
3,006
|
|
|
—
|
|
|
(28
|
)
|
|
4,499
|
|
||||||
Reserve for inventory valuation
|
|
96,519
|
|
|
13,848
|
|
|
15,735
|
|
|
—
|
|
|
(186
|
)
|
|
94,446
|
|
||||||
Deferred tax valuation allowance
|
|
1,746
|
|
|
2,959
|
|
|
708
|
|
|
—
|
|
|
9
|
|
|
4,006
|
|
By
|
/s/ JOHN R. SCANNELL
|
|
John R. Scannell
|
|
Chief Executive Officer
|
|
Date: November 12, 2013
|
/s/ ROBERT T. BRADY
|
|
/s/ JOE C. GREEN
|
Robert T. Brady
|
|
Joe. C. Green
|
Executive Chairman of the Board
|
|
Director
|
Director
|
|
|
|
|
|
|
|
|
/s/ JOHN R. SCANNELL
|
|
/s/ WILLIAM G. GISEL, JR.
|
John R. Scannell
|
|
William G. Gisel, Jr.
|
Chief Executive Officer
|
|
Director
|
and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/ DONALD R. FISHBACK
|
|
/s/ PETER J. GUNDERMANN
|
Donald R. Fishback
|
|
Peter J. Gundermann
|
Vice President and Chief Financial Officer
|
|
Director
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
/s/ JENNIFER WALTER
|
|
/s/ KRAIG H. KAYSER
|
Jennifer Walter
|
|
Kraig H. Kayser
|
Controller
|
|
Director
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
/s/ RICHARD A. AUBRECHT
|
|
/s/ BRIAN J. LIPKE
|
Richard A. Aubrecht
|
|
Brian J. Lipke
|
Director
|
|
Director
|
|
|
|
|
|
|
/s/ RAYMOND W. BOUSHIE
|
|
|
Raymond W. Boushie
|
|
|
Director
|
|
|
|
|
|
|
|
|
/s/ ROBERT H. MASKREY
|
|
|
Robert H. Maskrey
|
|
|
Director
|
|
|
|
|
|
1.
|
The name of the Corporation is Moog Inc. Moog Inc. was originally incorporated in the State of New York under the name Moog Valve Co. Inc. on August 1, 1951.
|
2.
|
This Restated Certificate of Incorporation restates the text of the Certificate of Incorporation without any amendments or changes, and is restated in its entirety as follows:
|
(a)
|
To engage in the manufacture, building, constructing and servicing of automatic control equipment, valves, machinery, instruments, electronic equipment, radar equipment, accessories and other products similar or of the same general nature, including all other parts incidental or necessary thereto, together with any and all other metals, woods, chemicals, ores, plastics and other similar or kindred products that may be incidental or a part thereof.
|
(b)
|
To buy, sell and deal in generally products of metal, wood, chemicals, ores, plastics and derivative thereof and to handle generally automatic control equipment, valves, machinery, instruments, radar equipment, electronic equipment and other accessories.
|
(c)
|
To handle the sale, distribution, promotion and advertising of manufactured products generally and to act as brokers, agents and factors for other persons, firms or corporations in such selling, advertising and handling of the same and to do any and all acts necessary or incidental thereto or associated therewith.
|
(d)
|
To apply for, obtain or otherwise acquire trademarks, trade names, copyrights, letters patent, licenses therefor or thereunder on any and all inventions and processes.
|
(e)
|
To acquire and pay for in cash, stocks and bonds of this Corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, associations, partnership or corporation engaged in the same or any similar business.
|
(f)
|
To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of, shares of the capital stock or any bonds, securities or evidences of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state, country, nation or government, and while the owner thereof, to exercise all the rights, powers and privileges of ownership.
|
(g)
|
To issue bonds, debentures or obligations of this Corporation from time to time, for any use of the objects or purposes of this Corporation, and to secure the same by mortgage, pledge, deed of trust, or otherwise.
|
(h)
|
To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its own shares of capital stock when such use would cause any impairment of its capital; and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.
|
(i)
|
To buy, sell, rent, relet and exchange real property, improved or unimproved, to build, construct, improve and alter buildings or structures thereon, and to mortgage and develop real property generally, to purchase, manufacture, acquire, hold, own, mortgage, pledge, lease, sell, assign and transfer, to invest, trade, deal in and with goods, wares and merchandise and property of every kind and description and to carry on any of the above businesses or any other business connected therewith, whenever the same may be permitted by law.
|
(j)
|
In general to carry on any other similar or kindred business in connection with the foregoing and to have and exercise all the powers conferred by the laws of New York upon corporations formed under the act hereinbefore referred to, and to do any and all things hereinbefore set forth to the same extent as natural persons might or could do.
|
(a)
|
A Director of the Corporation shall not be personally liable to the Corporation or any of its Shareholders for damage for any breach of duty in such capacity, provided that the foregoing provision shall not eliminate or limit:
|
1.
|
The liability of any Director if a judgment or other final adjudication adverse to that Director establishes that the acts or omissions were (A) in bad faith or involved intentional misconduct or a knowing violation of law or (B) that the Director personally gained, in fact, a financial profit or other advantage to which he was not legally entitled or (C) that the acts violated Section 719 of the New York Business Corporation Law.
|
2.
|
The liability of any Director for any act or omission prior to the adoption of the provisions set forth in this Article.
|
(b)
|
A Director of the Corporation shall be indemnified by the Corporation against any liabilities incurred in the capacity of Director as may be provided by written agreement with the Corporation.
|
3.
|
The restatement of the Certificate of Incorporation was authorized by at least a majority of the vote of the Board of Directors, at a meeting duly called and held on May 8, 2013 at which a quorum was present and acting throughout.
|
1.
|
I have reviewed this annual report on Form 10-K of Moog Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in t
his report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that o
ccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this annual report on Form 10-K of Moog Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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