New York State
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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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(716) 652-2000
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(Telephone number including area code)
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(dollars in thousands)
|
|
April 2,
2016 |
|
October 3,
2015 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
348,322
|
|
|
$
|
309,853
|
|
Receivables
|
|
703,022
|
|
|
698,419
|
|
||
Inventories
|
|
500,224
|
|
|
493,360
|
|
||
Deferred income taxes
|
|
92,127
|
|
|
91,210
|
|
||
Prepaid expenses and other current assets
|
|
38,096
|
|
|
34,653
|
|
||
Total current assets
|
|
1,681,791
|
|
|
1,627,495
|
|
||
Property, plant and equipment, net of accumulated depreciation of $701,500 and $677,168, respectively
|
|
529,735
|
|
|
536,756
|
|
||
Goodwill
|
|
752,826
|
|
|
737,212
|
|
||
Intangible assets, net
|
|
129,350
|
|
|
143,723
|
|
||
Other assets
|
|
41,943
|
|
|
41,285
|
|
||
Total assets
|
|
$
|
3,135,645
|
|
|
$
|
3,086,471
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
1,370
|
|
|
$
|
83
|
|
Current installments of long-term debt
|
|
434
|
|
|
34
|
|
||
Accounts payable
|
|
155,763
|
|
|
165,973
|
|
||
Accrued salaries, wages and commissions
|
|
119,204
|
|
|
125,270
|
|
||
Customer advances
|
|
177,557
|
|
|
167,423
|
|
||
Contract loss reserves
|
|
29,740
|
|
|
30,422
|
|
||
Other accrued liabilities
|
|
112,738
|
|
|
116,300
|
|
||
Total current liabilities
|
|
596,806
|
|
|
605,505
|
|
||
Long-term debt, excluding current installments
|
|
1,103,342
|
|
|
1,075,067
|
|
||
Long-term pension and retirement obligations
|
|
322,407
|
|
|
348,239
|
|
||
Deferred income taxes
|
|
69,364
|
|
|
60,209
|
|
||
Other long-term liabilities
|
|
3,211
|
|
|
2,919
|
|
||
Total liabilities
|
|
2,095,130
|
|
|
2,091,939
|
|
||
Commitments and contingencies (Note 17)
|
|
—
|
|
|
—
|
|
||
Redeemable noncontrolling interest
|
|
8,377
|
|
|
—
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock
|
|
51,280
|
|
|
51,280
|
|
||
Other shareholders' equity
|
|
980,858
|
|
|
943,252
|
|
||
Total shareholders’ equity
|
|
1,032,138
|
|
|
994,532
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
3,135,645
|
|
|
$
|
3,086,471
|
|
See accompanying Notes to Consolidated Condensed Financial Statements.
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(dollars in thousands, except per share data)
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Net sales
|
|
$
|
611,142
|
|
|
$
|
637,246
|
|
|
$
|
1,179,599
|
|
|
$
|
1,267,769
|
|
Cost of sales
|
|
431,955
|
|
|
463,696
|
|
|
838,952
|
|
|
910,301
|
|
||||
Gross profit
|
|
179,187
|
|
|
173,550
|
|
|
340,647
|
|
|
357,468
|
|
||||
Research and development
|
|
39,731
|
|
|
31,404
|
|
|
74,529
|
|
|
62,725
|
|
||||
Selling, general and administrative
|
|
82,771
|
|
|
92,158
|
|
|
165,765
|
|
|
189,985
|
|
||||
Interest
|
|
8,935
|
|
|
7,669
|
|
|
17,257
|
|
|
13,037
|
|
||||
Restructuring
|
|
8,069
|
|
|
—
|
|
|
8,342
|
|
|
—
|
|
||||
Other
|
|
(936
|
)
|
|
921
|
|
|
(1,518
|
)
|
|
885
|
|
||||
Earnings before income taxes
|
|
40,617
|
|
|
41,398
|
|
|
76,272
|
|
|
90,836
|
|
||||
Income taxes
|
|
9,710
|
|
|
9,305
|
|
|
19,205
|
|
|
23,478
|
|
||||
Net earnings attributable to common shareholders and noncontrolling interest
|
|
$
|
30,907
|
|
|
$
|
32,093
|
|
|
$
|
57,067
|
|
|
$
|
67,358
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) attributable to noncontrolling interest
|
|
(143
|
)
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to common shareholders
|
|
$
|
31,050
|
|
|
$
|
32,093
|
|
|
$
|
57,291
|
|
|
$
|
67,358
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.85
|
|
|
$
|
0.81
|
|
|
$
|
1.57
|
|
|
$
|
1.68
|
|
Diluted
|
|
$
|
0.85
|
|
|
$
|
0.80
|
|
|
$
|
1.55
|
|
|
$
|
1.66
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average common shares outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
36,481,996
|
|
|
39,601,795
|
|
|
36,597,972
|
|
|
40,116,731
|
|
||||
Diluted
|
|
36,693,190
|
|
|
39,984,668
|
|
|
36,860,760
|
|
|
40,550,814
|
|
||||
See accompanying Notes to Consolidated Condensed Financial Statements.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(dollars in thousands)
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Net earnings attributable to common shareholders and noncontrolling interest
|
|
$
|
30,907
|
|
|
$
|
32,093
|
|
|
$
|
57,067
|
|
|
$
|
67,358
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
14,955
|
|
|
(37,373
|
)
|
|
(8,244
|
)
|
|
(80,279
|
)
|
||||
Retirement liability adjustment
|
|
3,751
|
|
|
5,916
|
|
|
9,083
|
|
|
11,490
|
|
||||
Change in accumulated income (loss) on derivatives
|
|
493
|
|
|
(323
|
)
|
|
931
|
|
|
(73
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
19,199
|
|
|
(31,780
|
)
|
|
1,770
|
|
|
(68,862
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
50,106
|
|
|
$
|
313
|
|
|
$
|
58,837
|
|
|
$
|
(1,504
|
)
|
Comprehensive income (loss) attributable to noncontrolling interest
|
|
(143
|
)
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
||||
Comprehensive income (loss) attributable to common shareholders
|
|
$
|
50,249
|
|
|
$
|
313
|
|
|
$
|
59,061
|
|
|
$
|
(1,504
|
)
|
See accompanying Notes to Consolidated Condensed Financial Statements.
|
|
||||||||
|
|
Six Months Ended
|
||||||
(dollars in thousands)
|
|
April 2,
2016 |
|
April 4,
2015 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net earnings attributable to common shareholders and noncontrolling interest
|
|
$
|
57,067
|
|
|
$
|
67,358
|
|
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
38,554
|
|
|
40,460
|
|
||
Amortization
|
|
11,428
|
|
|
12,946
|
|
||
Deferred income taxes
|
|
2,292
|
|
|
9,071
|
|
||
Equity-based compensation expense
|
|
1,919
|
|
|
3,966
|
|
||
Other
|
|
5,991
|
|
|
3,348
|
|
||
Changes in assets and liabilities providing (using) cash:
|
|
|
|
|
||||
Receivables
|
|
(5,606
|
)
|
|
20,461
|
|
||
Inventories
|
|
(5,330
|
)
|
|
(7,847
|
)
|
||
Accounts payable
|
|
(13,439
|
)
|
|
18,934
|
|
||
Customer advances
|
|
10,888
|
|
|
(3,358
|
)
|
||
Accrued expenses
|
|
(5,802
|
)
|
|
(20,747
|
)
|
||
Accrued income taxes
|
|
2,552
|
|
|
(7,729
|
)
|
||
Net pension and post retirement liabilities
|
|
(13,171
|
)
|
|
(7,014
|
)
|
||
Other assets and liabilities
|
|
(8,920
|
)
|
|
1,699
|
|
||
Net cash provided by operating activities
|
|
78,423
|
|
|
131,548
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Acquisitions of businesses, net of cash acquired
|
|
(11,016
|
)
|
|
—
|
|
||
Purchase of property, plant and equipment
|
|
(27,685
|
)
|
|
(37,921
|
)
|
||
Other investing transactions
|
|
1,058
|
|
|
3,551
|
|
||
Net cash used by investing activities
|
|
(37,643
|
)
|
|
(34,370
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Net short-term repayments
|
|
—
|
|
|
(3,237
|
)
|
||
Proceeds from revolving lines of credit
|
|
210,320
|
|
|
248,785
|
|
||
Payments on revolving lines of credit
|
|
(182,455
|
)
|
|
(383,785
|
)
|
||
Payments on long-term debt
|
|
(9,660
|
)
|
|
(5,241
|
)
|
||
Proceeds from senior notes, net of issuance costs
|
|
—
|
|
|
294,430
|
|
||
Proceeds from sale of treasury stock
|
|
2,229
|
|
|
10,542
|
|
||
Purchase of outstanding shares for treasury
|
|
(25,156
|
)
|
|
(204,958
|
)
|
||
Proceeds from sale of stock held by SECT
|
|
2,897
|
|
|
—
|
|
||
Purchase of stock held by SECT
|
|
(1,515
|
)
|
|
(8,440
|
)
|
||
Purchase of stock held by SERP Trust
|
|
(2,300
|
)
|
|
—
|
|
||
Excess tax benefits from equity-based payment arrangements
|
|
471
|
|
|
5,888
|
|
||
Net cash used by financing activities
|
|
(5,169
|
)
|
|
(46,016
|
)
|
||
Effect of exchange rate changes on cash
|
|
2,858
|
|
|
(20,796
|
)
|
||
Increase in cash and cash equivalents
|
|
38,469
|
|
|
30,366
|
|
||
Cash and cash equivalents at beginning of period
|
|
309,853
|
|
|
231,292
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
348,322
|
|
|
$
|
261,658
|
|
See accompanying Notes to Consolidated Condensed Financial Statements.
|
|
|
April 2,
2016 |
|
October 3,
2015 |
||||
Accounts receivable
|
|
$
|
295,842
|
|
|
$
|
291,188
|
|
Long-term contract receivables:
|
|
|
|
|
||||
Amounts billed
|
|
128,129
|
|
|
113,565
|
|
||
Unbilled recoverable costs and accrued profits
|
|
272,439
|
|
|
286,395
|
|
||
Total long-term contract receivables
|
|
400,568
|
|
|
399,960
|
|
||
Other
|
|
10,597
|
|
|
12,557
|
|
||
Total receivables
|
|
707,007
|
|
|
703,705
|
|
||
Less allowance for doubtful accounts
|
|
(3,985
|
)
|
|
(5,286
|
)
|
||
Receivables
|
|
$
|
703,022
|
|
|
$
|
698,419
|
|
|
|
April 2,
2016 |
|
October 3,
2015 |
||||
Raw materials and purchased parts
|
|
$
|
189,455
|
|
|
$
|
188,843
|
|
Work in progress
|
|
239,035
|
|
|
243,373
|
|
||
Finished goods
|
|
71,734
|
|
|
61,144
|
|
||
Inventories
|
|
$
|
500,224
|
|
|
$
|
493,360
|
|
|
Aircraft
Controls |
Space
and Defense Controls |
Industrial
Systems |
Components
|
Medical
Devices |
Total
|
||||||||||||
Balance at October 3, 2015
|
$
|
188,525
|
|
$
|
158,213
|
|
$
|
110,843
|
|
$
|
217,763
|
|
$
|
61,868
|
|
$
|
737,212
|
|
Acquisitions
|
20,235
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20,235
|
|
||||||
Foreign currency translation
|
(3,812
|
)
|
169
|
|
(2,450
|
)
|
1,318
|
|
154
|
|
(4,621
|
)
|
||||||
Balance at April 2, 2016
|
$
|
204,948
|
|
$
|
158,382
|
|
$
|
108,393
|
|
$
|
219,081
|
|
$
|
62,022
|
|
$
|
752,826
|
|
|
|
|
|
April 2, 2016
|
|
October 3, 2015
|
||||||||||||
|
|
Weighted-
Average Life (years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
||||||||
Customer-related
|
|
11
|
|
$
|
169,285
|
|
|
$
|
(113,787
|
)
|
|
$
|
171,779
|
|
|
$
|
(110,697
|
)
|
Program-related
|
|
19
|
|
69,801
|
|
|
(26,217
|
)
|
|
75,720
|
|
|
(27,463
|
)
|
||||
Technology-related
|
|
9
|
|
70,804
|
|
|
(50,334
|
)
|
|
73,299
|
|
|
(49,723
|
)
|
||||
Marketing-related
|
|
9
|
|
25,491
|
|
|
(17,039
|
)
|
|
25,997
|
|
|
(16,648
|
)
|
||||
Other
|
|
9
|
|
4,839
|
|
|
(3,493
|
)
|
|
4,772
|
|
|
(3,313
|
)
|
||||
Intangible assets
|
|
12
|
|
$
|
340,220
|
|
|
$
|
(210,870
|
)
|
|
$
|
351,567
|
|
|
$
|
(207,844
|
)
|
|
|
April 2,
2016 |
|
October 3,
2015 |
||||
Lines of credit
|
|
$
|
90
|
|
|
$
|
83
|
|
Other short-term debt
|
|
1,280
|
|
|
—
|
|
||
Short-term borrowings
|
|
$
|
1,370
|
|
|
$
|
83
|
|
|
|
April 2,
2016 |
|
October 3,
2015 |
||||
U.S. revolving credit facility
|
|
$
|
702,865
|
|
|
$
|
675,000
|
|
Senior notes
|
|
300,000
|
|
|
300,000
|
|
||
Securitization program
|
|
100,000
|
|
|
100,000
|
|
||
Obligations under capital leases
|
|
911
|
|
|
101
|
|
||
Senior debt
|
|
1,103,776
|
|
|
1,075,101
|
|
||
Less current installments
|
|
(434
|
)
|
|
(34
|
)
|
||
Long-term debt
|
|
$
|
1,103,342
|
|
|
$
|
1,075,067
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Warranty accrual at beginning of period
|
|
$
|
19,391
|
|
|
$
|
18,326
|
|
|
$
|
18,660
|
|
|
$
|
19,953
|
|
Warranties issued during current year
|
|
2,925
|
|
|
2,234
|
|
|
5,343
|
|
|
3,699
|
|
||||
Adjustments to pre-existing warranties
|
|
(215
|
)
|
|
(452
|
)
|
|
(349
|
)
|
|
(1,584
|
)
|
||||
Reductions for settling warranties
|
|
(1,795
|
)
|
|
(1,918
|
)
|
|
(3,048
|
)
|
|
(3,156
|
)
|
||||
Foreign currency translation
|
|
92
|
|
|
(572
|
)
|
|
(208
|
)
|
|
(1,294
|
)
|
||||
Warranty accrual at end of period
|
|
$
|
20,398
|
|
|
$
|
17,618
|
|
|
$
|
20,398
|
|
|
$
|
17,618
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||||
Net gain (loss)
|
|
$
|
3,069
|
|
|
$
|
(2,348
|
)
|
|
$
|
3,959
|
|
|
$
|
(1,415
|
)
|
|
|
|
April 2,
2016 |
|
October 3,
2015 |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
527
|
|
|
$
|
12
|
|
Foreign currency contracts
|
Other assets
|
|
317
|
|
|
39
|
|
||
|
Total asset derivatives
|
|
$
|
844
|
|
|
$
|
51
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
1,351
|
|
|
$
|
1,755
|
|
Foreign currency contracts
|
Other long-term liabilities
|
|
175
|
|
|
572
|
|
||
Interest rate swaps
|
Other accrued liabilities
|
|
383
|
|
|
756
|
|
||
Interest rate swaps
|
Other long-term liabilities
|
|
45
|
|
|
268
|
|
||
|
Total liability derivatives
|
|
$
|
1,954
|
|
|
$
|
3,351
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
1,481
|
|
|
$
|
115
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
1,103
|
|
|
$
|
429
|
|
|
|
Classification
|
|
April 2,
2016 |
|
October 3,
2015 |
||||
Foreign currency contracts
|
|
Other current assets
|
|
$
|
2,008
|
|
|
$
|
127
|
|
Foreign currency contracts
|
|
Other assets
|
|
317
|
|
|
39
|
|
||
|
|
Total assets
|
|
$
|
2,325
|
|
|
$
|
166
|
|
Foreign currency contracts
|
|
Other accrued liabilities
|
|
$
|
2,454
|
|
|
$
|
2,184
|
|
Foreign currency contracts
|
|
Other long-term liabilities
|
|
175
|
|
|
572
|
|
||
Interest rate swaps
|
|
Other accrued liabilities
|
|
383
|
|
|
756
|
|
||
Interest rate swaps
|
|
Other long-term liabilities
|
|
45
|
|
|
268
|
|
||
|
|
Total liabilities
|
|
$
|
3,057
|
|
|
$
|
3,780
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Service cost
|
|
$
|
5,910
|
|
|
$
|
5,908
|
|
|
$
|
11,819
|
|
|
$
|
11,817
|
|
Interest cost
|
|
9,414
|
|
|
8,508
|
|
|
18,829
|
|
|
17,015
|
|
||||
Expected return on plan assets
|
|
(12,596
|
)
|
|
(11,784
|
)
|
|
(25,192
|
)
|
|
(23,568
|
)
|
||||
Amortization of prior service cost (credit)
|
|
47
|
|
|
38
|
|
|
94
|
|
|
75
|
|
||||
Amortization of actuarial loss
|
|
6,542
|
|
|
5,589
|
|
|
13,084
|
|
|
11,178
|
|
||||
Pension expense for defined benefit plans
|
|
$
|
9,317
|
|
|
$
|
8,259
|
|
|
$
|
18,634
|
|
|
$
|
16,517
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Service cost
|
|
$
|
1,325
|
|
|
$
|
1,385
|
|
|
$
|
2,638
|
|
|
$
|
2,976
|
|
Interest cost
|
|
1,226
|
|
|
1,104
|
|
|
2,466
|
|
|
2,369
|
|
||||
Expected return on plan assets
|
|
(1,211
|
)
|
|
(1,205
|
)
|
|
(2,440
|
)
|
|
(2,544
|
)
|
||||
Amortization of prior service cost (credit)
|
|
(19
|
)
|
|
(12
|
)
|
|
(38
|
)
|
|
(25
|
)
|
||||
Amortization of actuarial loss
|
|
647
|
|
|
484
|
|
|
1,297
|
|
|
1,071
|
|
||||
Pension expense for defined benefit plans
|
|
$
|
1,968
|
|
|
$
|
1,756
|
|
|
$
|
3,923
|
|
|
$
|
3,847
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Service cost
|
|
$
|
41
|
|
|
$
|
57
|
|
|
$
|
81
|
|
|
$
|
113
|
|
Interest cost
|
|
117
|
|
|
144
|
|
|
234
|
|
|
288
|
|
||||
Amortization of actuarial gain
|
|
(143
|
)
|
|
(27
|
)
|
|
(286
|
)
|
|
(53
|
)
|
||||
Net periodic postretirement benefit cost
|
|
$
|
15
|
|
|
$
|
174
|
|
|
$
|
29
|
|
|
$
|
348
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
U.S. defined contribution plans
|
|
$
|
3,359
|
|
|
$
|
3,409
|
|
|
$
|
6,800
|
|
|
$
|
6,943
|
|
Foreign defined contribution plans
|
|
1,471
|
|
|
1,613
|
|
|
3,109
|
|
|
3,299
|
|
||||
Total pension expense for defined contribution plans
|
|
$
|
4,830
|
|
|
$
|
5,022
|
|
|
$
|
9,909
|
|
|
$
|
10,242
|
|
|
|
U.S. Plans
|
|
Foreign Plans
|
|
Total
|
||||||
Actual
|
|
$
|
31,351
|
|
|
$
|
4,376
|
|
|
$
|
35,727
|
|
Anticipated
|
|
36,610
|
|
|
2,700
|
|
|
39,310
|
|
|||
Total expected contributions
|
|
$
|
67,961
|
|
|
$
|
7,076
|
|
|
$
|
75,037
|
|
|
Aircraft Controls
|
Space and Defense Controls
|
Industrial Systems
|
Components
|
Medical Devices
|
Total
|
||||||||||||
Balance at October 3, 2015
|
$
|
3,047
|
|
$
|
7,237
|
|
$
|
4,003
|
|
$
|
117
|
|
$
|
142
|
|
$
|
14,546
|
|
Charged to expense - 2016 plan
|
5,923
|
|
—
|
|
1,165
|
|
1,254
|
|
—
|
|
8,342
|
|
||||||
Adjustments to provision
|
(160
|
)
|
(53
|
)
|
29
|
|
—
|
|
—
|
|
(184
|
)
|
||||||
Cash payments - 2014 plan
|
(11
|
)
|
(429
|
)
|
—
|
|
—
|
|
—
|
|
(440
|
)
|
||||||
Cash payments - 2015 plan
|
(2,445
|
)
|
(4,800
|
)
|
(2,527
|
)
|
(47
|
)
|
(43
|
)
|
(9,862
|
)
|
||||||
Cash payments - 2016 plan
|
(549
|
)
|
—
|
|
(508
|
)
|
(781
|
)
|
—
|
|
(1,838
|
)
|
||||||
Non-cash charges - 2016 plan
|
(4,581
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,581
|
)
|
||||||
Foreign currency translation
|
(23
|
)
|
(11
|
)
|
75
|
|
—
|
|
—
|
|
41
|
|
||||||
Balance at April 2, 2016
|
$
|
1,201
|
|
$
|
1,944
|
|
$
|
2,237
|
|
$
|
543
|
|
$
|
99
|
|
$
|
6,024
|
|
|
|
|
|
Number of Shares
|
||||||
|
|
Amount
|
|
Class A Common Stock
|
|
Class B Common Stock
|
||||
COMMON STOCK
|
|
|
|
|
|
|
||||
Beginning of period
|
|
$
|
51,280
|
|
|
43,638,618
|
|
|
7,641,095
|
|
Conversion of Class B to Class A
|
|
—
|
|
|
15,183
|
|
|
(15,183
|
)
|
|
End of Period
|
|
51,280
|
|
|
43,653,801
|
|
|
7,625,912
|
|
|
|
|
|
|
|
|
|
||||
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
|
|
|
||||
Beginning of period
|
|
456,512
|
|
|
|
|
|
|||
Equity-based compensation expense
|
|
1,919
|
|
|
|
|
|
|||
Issuance of treasury shares
|
|
(264
|
)
|
|
|
|
|
|||
Adjustment to market - SECT, SERP and other
|
|
(7,521
|
)
|
|
|
|
|
|||
End of period
|
|
450,646
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||||
RETAINED EARNINGS
|
|
|
|
|
|
|
||||
Beginning of period
|
|
1,579,794
|
|
|
|
|
|
|||
Net earnings attributable to common shareholders
|
|
57,291
|
|
|
|
|
|
|||
End of period
|
|
1,637,085
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||||
TREASURY STOCK
|
|
|
|
|
|
|
||||
Beginning of period
|
|
(701,771
|
)
|
|
(10,318,431
|
)
|
|
(3,323,926
|
)
|
|
Issuance of treasury shares
|
|
2,493
|
|
|
84,625
|
|
|
—
|
|
|
Purchase of treasury shares
|
|
(25,156
|
)
|
|
(572,653
|
)
|
|
—
|
|
|
End of period
|
|
(724,434
|
)
|
|
(10,806,459
|
)
|
|
(3,323,926
|
)
|
|
|
|
|
|
|
|
|
||||
STOCK EMPLOYEE COMPENSATION TRUST (SECT)
|
|
|
|
|
|
|
||||
Beginning of period
|
|
(44,211
|
)
|
|
|
|
(828,381
|
)
|
||
Issuance of shares
|
|
2,897
|
|
|
|
|
64,676
|
|
||
Purchase of shares
|
|
(1,515
|
)
|
|
|
|
(27,023
|
)
|
||
Adjustment to market
|
|
7,128
|
|
|
|
|
—
|
|
||
End of period
|
|
(35,701
|
)
|
|
—
|
|
|
(790,728
|
)
|
|
|
|
|
|
|
|
|
||||
SUPPLEMENTAL RETIREMENT PLAN (SERP) TRUST
|
|
|
|
|
|
|
||||
Beginning of period
|
|
(5,337
|
)
|
|
|
|
(100,000
|
)
|
||
Purchase of shares
|
|
(2,300
|
)
|
|
|
|
(50,000
|
)
|
||
Adjustment to market
|
|
864
|
|
|
|
|
—
|
|
||
End of period
|
|
(6,773
|
)
|
|
—
|
|
|
(150,000
|
)
|
|
|
|
|
|
|
|
|
||||
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
|
||||
Beginning of period
|
|
(341,735
|
)
|
|
|
|
|
|||
Other comprehensive income (loss)
|
|
1,770
|
|
|
|
|
|
|||
End of period
|
|
(339,965
|
)
|
|
|
|
|
|||
TOTAL SHAREHOLDERS' EQUITY
|
|
$
|
1,032,138
|
|
|
32,847,342
|
|
|
3,361,258
|
|
|
|
Accumulated foreign currency translation
|
|
Accumulated retirement liability
|
|
Accumulated gain (loss) on derivatives
|
|
Total
|
||||||||
AOCI at October 3, 2015
|
|
$
|
(72,788
|
)
|
|
$
|
(266,910
|
)
|
|
$
|
(2,037
|
)
|
|
$
|
(341,735
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(8,244
|
)
|
|
159
|
|
|
(301
|
)
|
|
(8,386
|
)
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
8,924
|
|
|
1,232
|
|
|
10,156
|
|
||||
Other comprehensive income (loss)
|
|
(8,244
|
)
|
|
9,083
|
|
|
931
|
|
|
1,770
|
|
||||
AOCI at April 2, 2016
|
|
$
|
(81,032
|
)
|
|
$
|
(257,827
|
)
|
|
$
|
(1,106
|
)
|
|
$
|
(339,965
|
)
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
Statement of earnings classification
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Retirement liability:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
|
|
|
$
|
28
|
|
|
$
|
124
|
|
|
$
|
56
|
|
|
$
|
417
|
|
Actuarial losses
|
|
|
|
7,011
|
|
|
8,062
|
|
|
14,056
|
|
|
15,614
|
|
||||
Reclassification from AOCI into earnings
|
|
7,039
|
|
|
8,186
|
|
|
14,112
|
|
|
16,031
|
|
||||||
Tax effect
|
|
|
|
(2,591
|
)
|
|
(2,270
|
)
|
|
(5,188
|
)
|
|
(4,541
|
)
|
||||
Net reclassification from AOCI into earnings
|
|
$
|
4,448
|
|
|
$
|
5,916
|
|
|
$
|
8,924
|
|
|
$
|
11,490
|
|
||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
Sales
|
|
$
|
196
|
|
|
$
|
36
|
|
|
$
|
274
|
|
|
$
|
36
|
|
Foreign currency contracts
|
|
Cost of sales
|
|
594
|
|
|
413
|
|
|
1,070
|
|
|
918
|
|
||||
Interest rate swaps
|
|
Interest
|
|
169
|
|
|
335
|
|
|
470
|
|
|
740
|
|
||||
Reclassification from AOCI into earnings
|
|
959
|
|
|
784
|
|
|
1,814
|
|
|
1,694
|
|
||||||
Tax effect
|
|
|
|
(288
|
)
|
|
(283
|
)
|
|
(582
|
)
|
|
(627
|
)
|
||||
Net reclassification from AOCI into earnings
|
|
$
|
671
|
|
|
$
|
501
|
|
|
$
|
1,232
|
|
|
$
|
1,067
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||
Basic weighted-average shares outstanding
|
|
36,481,996
|
|
|
39,601,795
|
|
|
36,597,972
|
|
|
40,116,731
|
|
Dilutive effect of equity-based awards
|
|
211,194
|
|
|
382,873
|
|
|
262,788
|
|
|
434,083
|
|
Diluted weighted-average shares outstanding
|
|
36,693,190
|
|
|
39,984,668
|
|
|
36,860,760
|
|
|
40,550,814
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
April 2,
2016 |
|
April 4,
2015 |
|
April 2,
2016 |
|
April 4,
2015 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Aircraft Controls
|
|
$
|
275,769
|
|
|
$
|
274,396
|
|
|
$
|
530,604
|
|
|
$
|
540,764
|
|
Space and Defense Controls
|
|
89,175
|
|
|
93,256
|
|
|
171,815
|
|
|
193,211
|
|
||||
Industrial Systems
|
|
128,244
|
|
|
129,145
|
|
|
253,423
|
|
|
262,511
|
|
||||
Components
|
|
93,813
|
|
|
115,062
|
|
|
173,388
|
|
|
222,766
|
|
||||
Medical Devices
|
|
24,141
|
|
|
25,387
|
|
|
50,369
|
|
|
48,517
|
|
||||
Net sales
|
|
$
|
611,142
|
|
|
$
|
637,246
|
|
|
$
|
1,179,599
|
|
|
$
|
1,267,769
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
||||||||
Aircraft Controls
|
|
$
|
19,042
|
|
|
$
|
22,336
|
|
|
$
|
37,173
|
|
|
$
|
46,794
|
|
Space and Defense Controls
|
|
13,357
|
|
|
4,909
|
|
|
25,173
|
|
|
13,635
|
|
||||
Industrial Systems
|
|
13,270
|
|
|
12,685
|
|
|
26,903
|
|
|
25,904
|
|
||||
Components
|
|
8,385
|
|
|
15,900
|
|
|
13,085
|
|
|
32,862
|
|
||||
Medical Devices
|
|
2,554
|
|
|
716
|
|
|
5,833
|
|
|
3,052
|
|
||||
Total operating profit
|
|
56,608
|
|
|
56,546
|
|
|
108,167
|
|
|
122,247
|
|
||||
Deductions from operating profit:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
8,935
|
|
|
7,669
|
|
|
17,257
|
|
|
13,037
|
|
||||
Equity-based compensation expense
|
|
983
|
|
|
568
|
|
|
1,919
|
|
|
3,966
|
|
||||
Corporate and other expenses, net
|
|
6,073
|
|
|
6,911
|
|
|
12,719
|
|
|
14,408
|
|
||||
Earnings before income taxes
|
|
$
|
40,617
|
|
|
$
|
41,398
|
|
|
$
|
76,272
|
|
|
$
|
90,836
|
|
•
|
Defense market - primary and secondary flight controls for military aircraft, stabilization and automatic ammunition loading controls for armored combat vehicles, tactical and strategic missile steering controls and gun aiming controls.
|
•
|
Commercial aircraft market - primary and secondary flight controls for commercial aircraft.
|
•
|
Commercial space market - satellite positioning controls and thrust vector controls for launch vehicles.
|
•
|
Industrial automation market - injection molding, metal forming, heavy industry, material and automotive testing, pilot training simulators and surveillance systems.
|
•
|
Energy market - oil and gas exploration, wind energy and power generation.
|
•
|
Medical market - sleep apnea devices, surgical handpieces, CT scanners, as well as enteral clinical nutrition and infusion therapy solutions.
|
•
|
superior technical competence in delivering mission-critical solutions,
|
•
|
an innovative customer-intimacy approach,
|
•
|
a diverse base of customers and end markets served by a broad product portfolio,
|
•
|
well-established international presence serving customers worldwide, and
|
•
|
a proven ability to successfully undertake investments designed to enhance our control systems product franchise and drive continued growth.
|
•
|
maintaining our technological excellence by building upon our systems integration capabilities while solving our customers’ most demanding technical problems in applications "When Performance Really Matters
®
,"
|
•
|
utilizing our global capabilities and strong engineering heritage to innovate new solutions,
|
•
|
maximizing customer value by implementing lean enterprise principles, and
|
•
|
investing in talent development to accelerate our leadership capability and employee performance.
|
CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
(dollars and shares in millions, except per share data)
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
||||||||||||||
Net sales
|
$
|
611
|
|
$
|
637
|
|
$
|
(26
|
)
|
(4
|
%)
|
|
$
|
1,180
|
|
$
|
1,268
|
|
$
|
(88
|
)
|
(7
|
%)
|
Gross margin
|
29.3
|
%
|
27.2
|
%
|
|
|
|
28.9
|
%
|
28.2
|
%
|
|
|
||||||||||
Research and development expenses
|
$
|
40
|
|
$
|
31
|
|
$
|
8
|
|
27
|
%
|
|
$
|
75
|
|
$
|
63
|
|
$
|
12
|
|
19
|
%
|
Selling, general and administrative expenses as a percentage of sales
|
13.5
|
%
|
14.5
|
%
|
|
|
|
14.1
|
%
|
15.0
|
%
|
|
|
||||||||||
Interest expense
|
$
|
9
|
|
$
|
8
|
|
$
|
1
|
|
17
|
%
|
|
$
|
17
|
|
$
|
13
|
|
$
|
4
|
|
32
|
%
|
Restructuring expense
|
$
|
8
|
|
$
|
—
|
|
$
|
8
|
|
n/a
|
|
|
$
|
8
|
|
$
|
—
|
|
$
|
8
|
|
n/a
|
|
Effective tax rate
|
23.9
|
%
|
22.5
|
%
|
|
|
|
25.2
|
%
|
25.8
|
%
|
|
|
||||||||||
Net earnings attributable to common shareholders
|
$
|
31
|
|
$
|
32
|
|
$
|
(1
|
)
|
(3
|
%)
|
|
$
|
57
|
|
$
|
67
|
|
$
|
(10
|
)
|
(15
|
%)
|
Diluted average common shares outstanding
|
37
|
|
40
|
|
(3
|
)
|
(8
|
%)
|
|
37
|
|
41
|
|
(4
|
)
|
(9
|
%)
|
||||||
Diluted earnings per share attributable to common shareholders
|
$
|
0.85
|
|
$
|
0.80
|
|
$
|
0.05
|
|
6
|
%
|
|
$
|
1.55
|
|
$
|
1.66
|
|
$
|
(0.11
|
)
|
(7
|
%)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
(dollars in millions)
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
||||||||||||||
Net sales - military aircraft
|
$
|
132
|
|
$
|
134
|
|
$
|
(3
|
)
|
(2
|
%)
|
|
$
|
252
|
|
$
|
260
|
|
$
|
(8
|
)
|
(3
|
%)
|
Net sales - commercial aircraft
|
144
|
|
140
|
|
4
|
|
3
|
%
|
|
279
|
|
281
|
|
$
|
(2
|
)
|
(1
|
%)
|
|||||
|
$
|
276
|
|
$
|
274
|
|
$
|
1
|
|
1
|
%
|
|
$
|
531
|
|
$
|
541
|
|
$
|
(10
|
)
|
(2
|
%)
|
Operating profit
|
$
|
19
|
|
$
|
22
|
|
$
|
(3
|
)
|
(15
|
%)
|
|
37
|
|
47
|
|
$
|
(10
|
)
|
(21
|
%)
|
||
Operating margin
|
6.9
|
%
|
8.1
|
%
|
|
|
|
7.0
|
%
|
8.7
|
%
|
|
|
||||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
$
|
625
|
|
$
|
691
|
|
$
|
(66
|
)
|
(9
|
%)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
(dollars in millions)
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
||||||||||||||
Net sales
|
$
|
89
|
|
$
|
93
|
|
$
|
(4
|
)
|
(4
|
%)
|
|
$
|
172
|
|
$
|
193
|
|
$
|
(21
|
)
|
(11
|
%)
|
Operating profit
|
$
|
13
|
|
$
|
5
|
|
$
|
8
|
|
172
|
%
|
|
$
|
25
|
|
$
|
14
|
|
$
|
12
|
|
85
|
%
|
Operating margin
|
15.0
|
%
|
5.3
|
%
|
|
|
|
14.7
|
%
|
7.1
|
%
|
|
|
||||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
$
|
254
|
|
$
|
238
|
|
$
|
16
|
|
7
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
(dollars in millions)
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
||||||||||||||
Net sales
|
$
|
128
|
|
$
|
129
|
|
$
|
(1
|
)
|
(1
|
%)
|
|
$
|
253
|
|
$
|
263
|
|
$
|
(9
|
)
|
(3
|
%)
|
Operating profit
|
$
|
13
|
|
$
|
13
|
|
$
|
1
|
|
5
|
%
|
|
$
|
27
|
|
$
|
26
|
|
$
|
1
|
|
4
|
%
|
Operating margin
|
10.3
|
%
|
9.8
|
%
|
|
|
|
10.6
|
%
|
9.9
|
%
|
|
|
||||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
$
|
175
|
|
$
|
185
|
|
$
|
(10
|
)
|
(5
|
%)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
(dollars in millions)
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
||||||||||||||
Net sales
|
$
|
94
|
|
$
|
115
|
|
$
|
(21
|
)
|
(18
|
%)
|
|
$
|
173
|
|
$
|
223
|
|
$
|
(49
|
)
|
(22
|
%)
|
Operating profit
|
$
|
8
|
|
$
|
16
|
|
$
|
(8
|
)
|
(47
|
%)
|
|
$
|
13
|
|
$
|
33
|
|
$
|
(20
|
)
|
(60
|
%)
|
Operating margin
|
8.9
|
%
|
13.8
|
%
|
|
|
|
7.5
|
%
|
14.8
|
%
|
|
|
||||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
$
|
165
|
|
$
|
175
|
|
$
|
(10
|
)
|
(6
|
%)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
(dollars in millions)
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
|
April 2, 2016
|
April 4, 2015
|
$ Variance
|
% Variance
|
||||||||||||||
Net sales
|
$
|
24
|
|
$
|
25
|
|
$
|
(1
|
)
|
(5
|
%)
|
|
$
|
50
|
|
$
|
49
|
|
$
|
2
|
|
4
|
%
|
Operating profit
|
$
|
3
|
|
$
|
1
|
|
$
|
2
|
|
257
|
%
|
|
$
|
6
|
|
$
|
3
|
|
$
|
3
|
|
91
|
%
|
Operating margin
|
10.6
|
%
|
2.8
|
%
|
|
|
|
11.6
|
%
|
6.3
|
%
|
|
|
||||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
$
|
8
|
|
$
|
7
|
|
$
|
—
|
|
5
|
%
|
|
Six Months Ended
|
|||||||||||||
(dollars in millions)
|
April 2,
2016 |
|
April 4,
2015 |
|
$ Variance
|
|
% Variance
|
|||||||
Net cash provided (used) by:
|
|
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
78
|
|
|
$
|
132
|
|
|
$
|
(53
|
)
|
|
(40
|
%)
|
Investing activities
|
(38
|
)
|
|
(34
|
)
|
|
(3
|
)
|
|
10
|
%
|
|||
Financing activities
|
(5
|
)
|
|
(46
|
)
|
|
41
|
|
|
(89
|
%)
|
•
|
the markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate;
|
•
|
we operate in highly competitive markets with competitors who may have greater resources than we possess;
|
•
|
we depend heavily on government contracts that may not be fully funded or may be terminated, and the failure to receive funding or the termination of one or more of these contracts could reduce our sales and increase our costs;
|
•
|
we make estimates in accounting for long-term contracts, and changes in these estimates may have significant impacts on our earnings;
|
•
|
we enter into fixed-price contracts, which could subject us to losses if we have cost overruns;
|
•
|
we may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects;
|
•
|
if our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted;
|
•
|
contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment;
|
•
|
the loss of The Boeing Company as a customer or a significant reduction in sales to The Boeing Company could adversely impact our operating results;
|
•
|
our new product research and development efforts may not be successful which could reduce our sales and earnings;
|
•
|
our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete;
|
•
|
our business operations may be adversely affected by information systems interruptions, intrusions or new software implementations;
|
•
|
our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility;
|
•
|
significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity and increase our pension funding requirements;
|
•
|
a write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth;
|
•
|
our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or if we engage in divesting activities;
|
•
|
our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments;
|
•
|
unforeseen exposure to additional income tax liabilities may affect our operating results;
|
•
|
government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;
|
•
|
governmental regulations and customer demands related to conflict minerals may adversely impact our operating results;
|
•
|
the failure or misuse of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages;
|
•
|
future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business;
|
•
|
our operations are subject to environmental laws, and complying with those laws may cause us to incur significant costs; and
|
•
|
we are involved in various legal proceedings, the outcome of which may be unfavorable to us.
|
(a)
|
Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report, to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
|
(b)
|
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
(c)
|
The following table summarizes our purchases of our common stock for the quarter ended
April 2, 2016
.
|
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) |
|||||
January 3, 2016 - January 31, 2016
|
|
2,579
|
|
|
$
|
57.92
|
|
|
—
|
|
|
4,202,555
|
|
February 1, 2016 - February 29, 2016
|
|
371,659
|
|
|
40.74
|
|
|
366,200
|
|
|
3,836,355
|
|
|
March 1, 2016 - April 2, 2016
|
|
162,582
|
|
|
45.05
|
|
|
160,000
|
|
|
3,676,355
|
|
|
Total
|
|
536,820
|
|
|
$
|
42.13
|
|
|
526,200
|
|
|
3,676,355
|
|
(1)
|
Reflects purchases by the SECT of shares of Class B common stock from the Moog Inc. RSP as follows: 2,421 shares at $57.91 per share during January; 5,459 shares at $43.78 per share during February; and 2,582 shares at $44.70 per share during March. Excluded above is the SERP Trust purchase of 50,000 shares from the SECT.
|
(2)
|
In connection with the exercise of equity-based compensation awards, we accept delivery of shares to pay for the exercise price and withhold shares for tax withholding obligations. In January, we accepted delivery of 158 shares at $58.03 per share, in connection with the exercise of equity-based awards.
|
(3)
|
In August 2014, the Board of Directors authorized a share repurchase program. The program permitted the purchase of up to 5,000,000 shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management. In August 2015, the Board of Directors authorized an additional repurchase of up to 4,000,000 shares of Class A or Class B common stock at management's discretion, under identical terms and conditions. In February, we purchased 366,200 Class A shares at an average price of $40.70 per share. In March, we purchased 160,000 Class A shares at an average price of $45.06 per share.
|
(a)
|
Exhibits
|
||
|
10.1
|
Moog Inc. Defined Contribution Supplemental Executive Retirement Plan.
|
|
|
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.
|
|
|
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.
|
|
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101
|
Interactive Date 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
|
|
|
|
|
Moog Inc.
|
|
|
|
|
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
May 2, 2016
|
|
By
|
/s/ John R. Scannell
|
|
|
|
|
|
John R. Scannell
|
|
|
|
|
|
Chairman Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
May 2, 2016
|
|
By
|
/s/ Donald R. Fishback
|
|
|
|
|
|
Donald R. Fishback
|
|
|
|
|
|
Vice President
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
Date:
|
May 2, 2016
|
|
By
|
/s/ Jennifer Walter
|
|
|
|
|
|
Jennifer Walter
|
|
|
|
|
|
Controller (Principal Accounting Officer)
|
|
|
|
|
|
|
|
Contribution Category
|
Contribution Level: Percentage of Base Salary
|
|
1. Initial Participants: Participants who were first elected as corporate officers and became Executives in 2015
|
40% of Base Salary
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|