☒
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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
|
|
16-0757636
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|
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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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|
|||
400 Jamison Rd
|
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
|
Trading Symbol(s)
|
Name of each exchange on which registered
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Class A common stock
|
MOG.A
|
New York Stock Exchange
|
Class B common stock
|
MOG.B
|
New York Stock Exchange
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Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
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Smaller reporting company
|
☐
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Emerging growth company
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☐
|
Item 1.
|
|
Business.
|
•
|
Aircraft Controls: Curtiss-Wright, Liebherr, Nabtesco, Parker Hannifin, UTC and Woodward.
|
•
|
Space and Defense Controls: Aerojet Rocketdyne, Airbus, ATA Engineering, Bradford Engineering, Chess Dynamics, Cobham, Curtiss-Wright, ElectroMiniatures, EOS, ESW, Fulcrum Concepts LLC, General Dynamics, Glenair, Honeywell, IHI-Aerospace, JASC, Kearfott, Kollmorgan, Kongsberg, LORD, Marotta, Mission Systems, Ram, RUAG, Rafael, PVP Advanced, Sargent Aerospace & Defense, Schleifring, SEAKR, Silent Sentinel, SL Montevideo, SwRI, UTC, Vacco, Valcor, ValveTech and Woodward.
|
•
|
Industrial Systems: Allied Motion, Baumüller, Atos, Bosch Rexroth, Cardinal Health, Eaton, MTS Systems, Parker-Hannifin, Schleifring, Shinano Kenshi, Smiths Medical, Stemman, Woodward.
|
•
|
Aircraft Controls: Boeing, Airbus, Lockheed Martin, United Technologies, Northrup Grumman, Japan Aerospace, General Dynamics, Honeywell, Bombardier, BAE Systems Aerospace and the U.S. Government.
|
•
|
Space and Defense Controls: Lockheed Martin, Northrup Grumman, Raytheon, Aerojet Rocketdyne, General Dynamics, Boeing, United Launch Alliance, United Technologies, Honeywell, Airbus, and the U.S. Government.
|
•
|
Industrial Systems: McKesson, Phillips Healthcare, CAE, Nutricia, Integrated Medical Systems, Flight Safety, TurboChef Technologies, MacArtney, Mitsubishi Hitachi Power Systems, and Becton Dickinson.
|
Executive Officers
|
|
Age
|
|
Year First Elected Officer
|
|
|
|
|
|
John R. Scannell
|
|
|
|
|
Director; Chairman of the Board; Chief Executive Officer
|
|
56
|
|
2006
|
Donald R. Fishback
|
|
|
|
|
Director; Vice President; Chief Financial Officer
|
|
63
|
|
1985
|
Maureen M. Athoe
|
|
|
|
|
Vice President
|
|
61
|
|
2015
|
Timothy P. Balkin
|
|
|
|
|
Treasurer; Assistant Secretary
|
|
60
|
|
2000
|
R. Eric Burghardt
|
|
|
|
|
Vice President
|
|
60
|
|
2015
|
Patrick J. Roche
|
|
|
|
|
Vice President
|
|
56
|
|
2012
|
Michael J. Swope
|
|
|
|
|
Controller; Principal Accounting Officer
|
|
35
|
|
2019
|
Mark J. Trabert
|
|
|
|
|
Vice President
|
|
60
|
|
2015
|
Jennifer Walter
|
|
|
|
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Vice President - Finance
|
|
48
|
|
2008
|
Paul Wilkinson
|
|
|
|
|
Vice President
|
|
39
|
|
2017
|
Item 1A.
|
|
Risk Factors.
|
•
|
develop products that are superior to our products,
|
•
|
develop products of comparable quality and performance that are more competitively priced than our products,
|
•
|
develop more efficient and effective manufacturing methods for their products and services, or
|
•
|
adapt more quickly than we do to technological innovations or evolving customer requirements.
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Item 1B.
|
|
Unresolved Staff Comments.
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Item 2.
|
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Properties.
|
|
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Square Feet
|
|||||||
|
|
Owned
|
|
Leased
|
|
Total
|
|||
Aircraft Controls
|
|
1,383,000
|
|
|
416,000
|
|
|
1,799,000
|
|
Space and Defense Controls
|
|
869,000
|
|
|
357,000
|
|
|
1,226,000
|
|
Industrial Systems
|
|
1,632,000
|
|
|
499,000
|
|
|
2,131,000
|
|
Corporate Headquarters
|
|
20,000
|
|
|
2,000
|
|
|
22,000
|
|
Total
|
|
3,904,000
|
|
|
1,274,000
|
|
|
5,178,000
|
|
•
|
Aircraft Controls - U.S., Philippines and United Kingdom.
|
•
|
Space and Defense Controls - U.S., United Kingdom and Ireland.
|
•
|
Industrial Systems - U.S., Germany, Czech Republic, Italy, Costa Rica, China, United Kingdom, Netherlands, Luxembourg, Philippines, Japan, Canada, India and Lithuania.
|
Item 3.
|
|
Legal Proceedings.
|
Item 4.
|
|
Mine Safety Disclosures.
|
Item 5.
|
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
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, 2019 - July 31, 2019
|
100,454
|
|
|
$
|
87.58
|
|
|
35,919
|
|
|
3,252,727
|
|
August 1, 2019 - August 31, 2019
|
195,213
|
|
|
77.66
|
|
|
194,685
|
|
|
3,058,042
|
|
|
September 1, 2019 - September 28, 2019
|
12,114
|
|
|
80.35
|
|
|
10,735
|
|
|
3,047,307
|
|
|
Total
|
307,781
|
|
|
$
|
81.00
|
|
|
241,339
|
|
|
3,047,307
|
|
(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: 16,399 shares at $92.79 per share during July. Also reflects purchases by the SECT of shares of Class B common stock from the Moog Inc. Employee Stock Purchase Plan ("ESPP") as follows: 3,409 shares at $90.06 per share during July, 528 shares at $79.15 during August and 1,074 shares at $84.06 during September. In connection with the issuance of shares to the Employee Stock Purchase Plan ('ESPP"), we purchased 42,859 Class B shares at $92.26 per share from the SECT during July.
|
(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 July, we accepted delivery of 1,868 shares at $94.28 per share and in September, we accepted delivery of 305 shares at $84.89 per share, in connection with the exercise of equity-based awards.
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(3)
|
The Board of Directors has authorized a share repurchase program. This program has been amended from time to time to authorize additional repurchases up to an aggregate 13 million common shares. The program permits the purchase of shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management. In July, we purchased 35,700 Class A and 219 Class B shares at averages prices of $78.95 and $90.88, respectively. In August, we purchased 194,109 Class A and 576 Class B shares at average prices of $77.65 and $79.52, respectively. In September, we purchased 10,677 Class A and 58 Class B shares at average prices of $79.81 and $86.83, respectively. The purchases identified with notes (1) and (2) in column (a) are not included in this program.
|
|
|
9/14
|
|
9/15
|
|
9/16
|
|
9/17
|
|
9/18
|
|
9/19
|
||||||||||||
Moog Inc. - Class A Common Stock
|
|
$
|
100.00
|
|
|
$
|
79.05
|
|
|
$
|
87.05
|
|
|
$
|
121.97
|
|
|
$
|
126.47
|
|
|
$
|
120.77
|
|
NYSE Composite - Total Return Index
|
|
100.00
|
|
|
93.83
|
|
|
105.41
|
|
|
123.06
|
|
|
135.13
|
|
|
137.87
|
|
||||||
S&P Aerospace & Defense Index
|
|
100.00
|
|
|
103.76
|
|
|
122.29
|
|
|
175.54
|
|
|
217.15
|
|
|
231.28
|
|
Item 6.
|
|
Selected Financial Data.
|
(dollars in thousands, except per share data)
|
2019(1)(3)
|
2018(1)(3)
|
2017(1)(3)
|
2016(1)(2)(3)
|
2015(1)
|
||||||||||
RESULTS FROM OPERATIONS
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,904,663
|
|
$
|
2,709,468
|
|
$
|
2,497,524
|
|
$
|
2,411,937
|
|
$
|
2,525,532
|
|
Net earnings (4)
|
179,748
|
|
96,507
|
|
141,280
|
|
126,745
|
|
131,883
|
|
|||||
Net earnings per share (4)
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.16
|
|
$
|
2.71
|
|
$
|
3.94
|
|
$
|
3.49
|
|
$
|
3.39
|
|
Diluted
|
$
|
5.11
|
|
$
|
2.68
|
|
$
|
3.90
|
|
$
|
3.47
|
|
$
|
3.35
|
|
Dividends declared per share
|
$
|
1.00
|
|
$
|
0.50
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
||||||||||
Basic
|
34,854,614
|
|
35,661,638
|
|
35,852,448
|
|
36,277,445
|
|
38,945,880
|
|
|||||
Diluted
|
35,178,968
|
|
36,052,307
|
|
36,230,043
|
|
36,529,344
|
|
39,334,520
|
|
|||||
FINANCIAL POSITION
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
89,702
|
|
$
|
125,584
|
|
$
|
368,073
|
|
$
|
325,128
|
|
$
|
309,853
|
|
Working capital
|
901,315
|
|
797,919
|
|
997,005
|
|
938,295
|
|
931,297
|
|
|||||
Total assets
|
3,114,237
|
|
2,964,048
|
|
3,090,592
|
|
3,004,974
|
|
3,036,573
|
|
|||||
Indebtedness - total
|
833,233
|
|
862,824
|
|
957,037
|
|
1,006,393
|
|
1,069,643
|
|
|||||
Shareholders’ equity
|
1,322,481
|
|
1,224,986
|
|
1,214,304
|
|
988,411
|
|
994,532
|
|
|||||
Shareholders’ equity per common share outstanding
|
$
|
38.12
|
|
$
|
35.20
|
|
$
|
33.94
|
|
$
|
27.56
|
|
$
|
27.09
|
|
SUPPLEMENTAL FINANCIAL DATA
|
|
|
|
|
|||||||||||
Capital expenditures
|
$
|
118,422
|
|
$
|
94,517
|
|
$
|
75,798
|
|
$
|
67,208
|
|
$
|
80,693
|
|
Depreciation and amortization
|
85,260
|
|
88,572
|
|
90,167
|
|
98,732
|
|
103,609
|
|
|||||
Research and development
|
126,453
|
|
129,838
|
|
144,157
|
|
147,336
|
|
132,271
|
|
|||||
Total backlog
|
2,232,605
|
|
n/a
|
n/a
|
n/a
|
n/a
|
|||||||||
Twelve-month backlog (5)
|
1,502,028
|
|
1,481,230
|
|
1,211,797
|
|
1,224,878
|
|
1,273,495
|
|
|||||
RATIOS
|
|
|
|
|
|
||||||||||
Net return on sales
|
6.2
|
%
|
3.6
|
%
|
5.7
|
%
|
5.3
|
%
|
5.2
|
%
|
|||||
Return on shareholders’ equity
|
13.8
|
%
|
7.8
|
%
|
13.3
|
%
|
12.6
|
%
|
11.3
|
%
|
|||||
Current ratio
|
2.2
|
|
2.2
|
|
2.6
|
|
2.6
|
|
2.5
|
|
|||||
Net debt to capitalization (6)
|
36.0
|
%
|
37.6
|
%
|
32.7
|
%
|
40.8
|
%
|
43.3
|
%
|
(1)
|
Includes the effects of our share repurchase program. See the Consolidated Statements of Shareholders' Equity and Consolidated Statements of Cash Flow at Item 8, Financial Statements and Supplementary Data of this report.
|
(2)
|
Includes goodwill impairment charge. See Note 7, Goodwill and Intangible Assets, at Item 8, Financial Statements and Supplementary Data of this report.
|
(3)
|
Includes the effects of acquisitions and divestitures. See Note 3, Acquisitions, Divestitures and Equity Method Investments, at Item 8, Financial Statements and Supplementary Data of this report.
|
(4)
|
Represents net earnings attributable to common shareholders and net earnings per share attributable to common shareholders.
|
(5)
|
Twelve-month backlog is defined as confirmed orders we believe will be recognized as revenue within the next twelve months.
|
(6)
|
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.
|
•
|
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.
|
•
|
Space market - satellite positioning controls and thrust vector controls for space launch vehicles.
|
•
|
Industrial automation market - injection molding, metal forming, heavy industry, material and automotive testing and pilot training simulators.
|
•
|
Medical market - enteral clinical nutrition and infusion therapy pumps, ultrasonic sensors and surgical handpieces and CT scanners.
|
•
|
Energy market - power generation and oil and gas exploration.
|
•
|
a strong leadership team that has positioned the company for growth,
|
•
|
utilizing our global capabilities and strong engineering heritage to innovate,
|
•
|
maintaining our technological excellence by solving our customers’ most demanding technical problems in applications "When Performance Really Matters®,"
|
•
|
continuing to invest in talent development to strengthen employee performance, and
|
•
|
maximizing customer value by implementing lean enterprise principles.
|
•
|
Net sales for fiscal 2019 increased 7% to $2.9 billion.
|
•
|
Total operating profit increased 22% to $321 million, as the prior year's $39 million of charges related to our exit of the wind pitch controls business did not repeat.
|
•
|
Effective tax rate was 23.1%.
|
•
|
Net earnings attributable to Moog increased to $180 million.
|
•
|
Diluted earnings per share increased to $5.11.
|
•
|
Cash from operating activities was $181 million.
|
|
|
|
|
|
|
2019 vs. 2018
|
2018 vs. 2017
|
||||||||||||||||||
(dollars and shares in millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
$ Variance
|
% Variance
|
$ Variance
|
% Variance
|
||||||||||||||||
Net sales
|
$
|
2,905
|
|
|
$
|
2,709
|
|
|
$
|
2,498
|
|
|
$
|
195
|
|
|
7
|
%
|
|
$
|
212
|
|
|
8
|
%
|
Gross margin
|
28.1
|
%
|
|
28.6
|
%
|
|
29.4
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development expenses
|
$
|
126
|
|
|
$
|
130
|
|
|
$
|
144
|
|
|
$
|
(3
|
)
|
|
(3
|
%)
|
|
$
|
(14
|
)
|
|
(10
|
%)
|
Selling, general and administrative expenses as a percentage of sales
|
13.9
|
%
|
|
14.3
|
%
|
|
13.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
$
|
39
|
|
|
$
|
36
|
|
|
$
|
35
|
|
|
$
|
3
|
|
|
8
|
%
|
|
$
|
2
|
|
|
5
|
%
|
Restructuring expense
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
(100
|
%)
|
|
$
|
29
|
|
|
n/a
|
|
Other
|
$
|
12
|
|
|
$
|
7
|
|
|
$
|
27
|
|
|
$
|
5
|
|
|
68
|
%
|
|
$
|
(20
|
)
|
|
(74
|
%)
|
Effective tax rate
|
23.1
|
%
|
|
47.4
|
%
|
|
22.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings attributable to Moog and noncontrolling interest
|
$
|
180
|
|
|
$
|
97
|
|
|
$
|
140
|
|
|
$
|
83
|
|
|
86
|
%
|
|
$
|
(44
|
)
|
|
(31
|
%)
|
Diluted average common shares outstanding
|
35
|
|
|
36
|
|
|
36
|
|
|
(1
|
)
|
|
(2
|
%)
|
|
—
|
|
|
—
|
%
|
|||||
Diluted earnings per share
|
$
|
5.11
|
|
|
$
|
2.68
|
|
|
$
|
3.90
|
|
|
$
|
2.43
|
|
|
91
|
%
|
|
$
|
(1.22
|
)
|
|
(31
|
%)
|
Total backlog
|
$
|
2,233
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||
Twelve-month backlog
|
$
|
1,502
|
|
|
$
|
1,481
|
|
|
$
|
1,212
|
|
|
$
|
21
|
|
|
1
|
%
|
|
$
|
269
|
|
|
18
|
%
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
2017
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales - military aircraft
|
$
|
622
|
|
|
$
|
572
|
|
|
$
|
522
|
|
|
$
|
50
|
|
|
9
|
%
|
|
$
|
50
|
|
|
10
|
%
|
Net sales - commercial aircraft
|
681
|
|
|
622
|
|
|
603
|
|
|
59
|
|
|
10
|
%
|
|
19
|
|
|
3
|
%
|
|||||
|
$
|
1,303
|
|
|
$
|
1,194
|
|
|
$
|
1,125
|
|
|
$
|
109
|
|
|
9
|
%
|
|
$
|
69
|
|
|
6
|
%
|
Operating profit
|
$
|
123
|
|
|
$
|
130
|
|
|
$
|
117
|
|
|
$
|
(7
|
)
|
|
(5
|
%)
|
|
$
|
13
|
|
|
11
|
%
|
Operating margin
|
9.4
|
%
|
|
10.9
|
%
|
|
10.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 vs. 2018
|
2018 vs. 2017
|
|||||||||||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
2017
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales
|
$
|
683
|
|
|
$
|
581
|
|
|
$
|
529
|
|
|
$
|
103
|
|
|
18
|
%
|
|
$
|
52
|
|
|
10
|
%
|
Operating profit
|
$
|
89
|
|
|
$
|
68
|
|
|
$
|
50
|
|
|
$
|
21
|
|
|
32
|
%
|
|
$
|
18
|
|
|
35
|
%
|
Operating margin
|
13.0
|
%
|
|
11.6
|
%
|
|
9.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
2017
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net sales
|
$
|
918
|
|
|
$
|
935
|
|
|
$
|
843
|
|
|
$
|
(17
|
)
|
|
(2
|
%)
|
|
$
|
92
|
|
|
11
|
%
|
Operating profit
|
$
|
109
|
|
|
$
|
65
|
|
|
$
|
92
|
|
|
$
|
44
|
|
|
68
|
%
|
|
$
|
(27
|
)
|
|
(29
|
%)
|
Operating margin
|
11.9
|
%
|
|
6.9
|
%
|
|
10.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 vs. 2019
|
|||||||||
(dollars in millions)
|
2020
|
|
2019
|
|
$ Variance
|
|
% Variance
|
|||||||
Net sales:
|
|
|
|
|
|
|
|
|||||||
Aircraft Controls
|
$
|
1,325
|
|
|
$
|
1,303
|
|
|
$
|
22
|
|
|
2
|
%
|
Space and Defense Controls
|
770
|
|
|
683
|
|
|
87
|
|
|
13
|
%
|
|||
Industrial Systems
|
915
|
|
|
918
|
|
|
(3
|
)
|
|
—
|
%
|
|||
|
$
|
3,010
|
|
|
$
|
2,905
|
|
|
$
|
105
|
|
|
4
|
%
|
Operating profit:
|
|
|
|
|
|
|
|
|||||||
Aircraft Controls
|
$
|
139
|
|
|
$
|
123
|
|
|
$
|
17
|
|
|
14
|
%
|
Space and Defense Controls
|
100
|
|
|
89
|
|
|
11
|
|
|
12
|
%
|
|||
Industrial Systems
|
106
|
|
|
109
|
|
|
(4
|
)
|
|
(4
|
%)
|
|||
|
$
|
345
|
|
|
$
|
321
|
|
|
$
|
24
|
|
|
7
|
%
|
Operating margin:
|
|
|
|
|
|
|
|
|||||||
Aircraft Controls
|
10.5
|
%
|
|
9.4
|
%
|
|
|
|
|
|
|
|||
Space and Defense Controls
|
13.0
|
%
|
|
13.0
|
%
|
|
|
|
|
|
|
|||
Industrial Systems
|
11.5
|
%
|
|
11.9
|
%
|
|
|
|
|
|
|
|||
|
11.5
|
%
|
|
11.1
|
%
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
195
|
|
|
$
|
180
|
|
|
|
|
|
|||
Diluted earnings per share
|
$5.35 - $5.75
|
|
|
$
|
5.11
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
2017
|
|
$ Variance
|
|
% Variance
|
|
$ Variance
|
|
% Variance
|
||||||||||||
Net cash provided (used) by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating activities
|
$
|
181
|
|
|
$
|
102
|
|
|
$
|
218
|
|
|
$
|
79
|
|
|
77
|
%
|
|
$
|
(115
|
)
|
|
(53
|
%)
|
Investing activities
|
(116
|
)
|
|
(142
|
)
|
|
(110
|
)
|
|
26
|
|
|
(18
|
%)
|
|
(32
|
)
|
|
29
|
%
|
|||||
Financing activities
|
(99
|
)
|
|
(222
|
)
|
|
(76
|
)
|
|
123
|
|
|
(55
|
%)
|
|
(146
|
)
|
|
193
|
%
|
(dollars in millions)
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2020
|
|
2021-
2022 |
|
2023-
2024 |
|
After
2024 |
||||||||||
Long-term debt
|
|
$
|
833
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
300
|
|
|
$
|
396
|
|
Interest on long-term debt
|
|
55
|
|
|
16
|
|
|
32
|
|
|
8
|
|
|
—
|
|
|||||
Operating leases
|
|
116
|
|
|
21
|
|
|
35
|
|
|
18
|
|
|
42
|
|
|||||
Purchase obligations
|
|
1,033
|
|
|
769
|
|
|
225
|
|
|
13
|
|
|
27
|
|
|||||
Total contractual obligations
|
|
$
|
2,037
|
|
|
$
|
805
|
|
|
$
|
428
|
|
|
$
|
339
|
|
|
$
|
464
|
|
(dollars in millions)
|
|
Commitments expiring by period
|
||||||||||||||||||
Other Commercial Commitments
|
|
Total
|
|
2020
|
|
2021-
2022 |
|
2023-
2024 |
|
After
2024 |
||||||||||
Standby letters of credit
|
|
$
|
34
|
|
|
$
|
12
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Item 7A.
|
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8.
|
|
Financial Statements and Supplementary Data.
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands, except share and per share data)
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||
Net sales
|
|
$
|
2,904,663
|
|
|
$
|
2,709,468
|
|
|
$
|
2,497,524
|
|
Cost of sales
|
|
2,088,831
|
|
|
1,923,179
|
|
|
1,763,758
|
|
|||
Inventory write-down - restructuring
|
|
—
|
|
|
12,198
|
|
|
—
|
|
|||
Gross profit
|
|
815,832
|
|
|
774,091
|
|
|
733,766
|
|
|||
Research and development
|
|
126,453
|
|
|
129,838
|
|
|
144,157
|
|
|||
Selling, general and administrative
|
|
404,653
|
|
|
388,434
|
|
|
346,281
|
|
|||
Interest
|
|
39,269
|
|
|
36,238
|
|
|
34,551
|
|
|||
Restructuring
|
|
—
|
|
|
28,794
|
|
|
—
|
|
|||
Other
|
|
11,699
|
|
|
6,950
|
|
|
27,066
|
|
|||
Earnings before income taxes
|
|
233,758
|
|
|
183,837
|
|
|
181,711
|
|
|||
Income taxes
|
|
54,010
|
|
|
87,209
|
|
|
41,301
|
|
|||
Net earnings attributable to Moog and noncontrolling interest
|
|
$
|
179,748
|
|
|
$
|
96,628
|
|
|
$
|
140,410
|
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) attributable to noncontrolling interest
|
|
—
|
|
|
121
|
|
|
(870
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net earnings attributable to Moog
|
|
$
|
179,748
|
|
|
$
|
96,507
|
|
|
$
|
141,280
|
|
|
|
|
|
|
|
|
||||||
Net earnings per share attributable to Moog
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.16
|
|
|
$
|
2.71
|
|
|
$
|
3.94
|
|
Diluted
|
|
$
|
5.11
|
|
|
$
|
2.68
|
|
|
$
|
3.90
|
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
|
$
|
1.00
|
|
|
$
|
0.50
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
34,854,614
|
|
|
35,661,638
|
|
|
35,852,448
|
|
|||
Diluted
|
|
35,178,968
|
|
|
36,052,307
|
|
|
36,230,043
|
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands)
|
|
September 28,
2019 |
|
September 29,
2018 |
|
September 30,
2017 |
||||||
Net earnings attributable to Moog and noncontrolling interest
|
|
$
|
179,748
|
|
|
$
|
96,628
|
|
|
$
|
140,410
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(29,984
|
)
|
|
(16,279
|
)
|
|
27,460
|
|
|||
Retirement liability adjustment
|
|
(18,006
|
)
|
|
26,757
|
|
|
69,229
|
|
|||
Change in accumulated income (loss) on derivatives
|
|
105
|
|
|
(121
|
)
|
|
2,881
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(47,885
|
)
|
|
10,357
|
|
|
99,570
|
|
|||
Tax Cuts and Jobs Act, reclassification from AOCIL to retained earnings
|
|
—
|
|
|
(47,077
|
)
|
|
—
|
|
|||
Comprehensive income (loss)
|
|
131,863
|
|
|
59,908
|
|
|
239,980
|
|
|||
Comprehensive income (loss) attributable to noncontrolling interest
|
|
—
|
|
|
91
|
|
|
(870
|
)
|
|||
Comprehensive income (loss) attributable to Moog
|
|
$
|
131,863
|
|
|
$
|
59,817
|
|
|
$
|
240,850
|
|
(dollars in thousands, except per share data)
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
89,702
|
|
|
$
|
125,584
|
|
Restricted cash
|
|
2,846
|
|
|
2,122
|
|
||
Receivables
|
|
957,287
|
|
|
793,911
|
|
||
Inventories
|
|
534,974
|
|
|
512,522
|
|
||
Prepaid expenses and other current assets
|
|
44,164
|
|
|
44,404
|
|
||
Total current assets
|
|
1,628,973
|
|
|
1,478,543
|
|
||
Property, plant and equipment, net of accumulated depreciation of $828,810 and $816,837, respectively
|
|
586,767
|
|
|
552,865
|
|
||
Goodwill
|
|
784,240
|
|
|
797,217
|
|
||
Intangible assets, net
|
|
79,646
|
|
|
95,537
|
|
||
Deferred income taxes
|
|
19,992
|
|
|
17,328
|
|
||
Other assets
|
|
14,619
|
|
|
22,558
|
|
||
Total assets
|
|
$
|
3,114,237
|
|
|
$
|
2,964,048
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
—
|
|
|
$
|
3,623
|
|
Current installments of long-term debt
|
|
249
|
|
|
365
|
|
||
Accounts payable
|
|
257,677
|
|
|
207,422
|
|
||
Accrued compensation
|
|
143,765
|
|
|
147,765
|
|
||
Contract advances
|
|
137,242
|
|
|
151,687
|
|
||
Other accrued liabilities
|
|
188,725
|
|
|
169,762
|
|
||
Total current liabilities
|
|
727,658
|
|
|
680,624
|
|
||
Long-term debt, excluding current installments
|
|
832,984
|
|
|
858,836
|
|
||
Long-term pension and retirement obligations
|
|
160,034
|
|
|
117,471
|
|
||
Deferred income taxes
|
|
40,528
|
|
|
46,477
|
|
||
Other long-term liabilities
|
|
30,552
|
|
|
35,654
|
|
||
Total liabilities
|
|
1,791,756
|
|
|
1,739,062
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock - par value $1.00
|
|
|
|
|
||||
Class A - Authorized 100,000,000 shares
|
|
43,795
|
|
|
43,785
|
|
||
Issued 43,794,935 and outstanding 32,268,275 shares at September 28, 2019
|
|
|
|
|
||||
Issued 43,784,489 and outstanding 32,486,766 shares at September 29, 2018
|
|
|
|
|
||||
Class B - Authorized 20,000,000 shares. Convertible to Class A on a one-for-one basis
|
|
7,485
|
|
|
7,495
|
|
||
Issued 7,484,778 and outstanding 2,426,819 shares at September 28, 2019
|
|
|
|
|
||||
Issued 7,495,224 and outstanding 2,311,286 shares at September 29, 2018
|
|
|
|
|
||||
Additional paid-in capital
|
|
510,546
|
|
|
502,257
|
|
||
Retained earnings
|
|
2,133,328
|
|
|
1,973,514
|
|
||
Treasury shares
|
|
(769,569
|
)
|
|
(738,494
|
)
|
||
Stock Employee Compensation Trust
|
|
(111,492
|
)
|
|
(118,449
|
)
|
||
Supplemental Retirement Plan Trust
|
|
(71,546
|
)
|
|
(72,941
|
)
|
||
Accumulated other comprehensive loss
|
|
(420,066
|
)
|
|
(372,181
|
)
|
||
Total shareholders’ equity
|
|
1,322,481
|
|
|
1,224,986
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
3,114,237
|
|
|
$
|
2,964,048
|
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands)
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||
COMMON STOCK
|
|
|
|
|
|
|
||||||
Beginning and end of year
|
|
$
|
51,280
|
|
|
$
|
51,280
|
|
|
$
|
51,280
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
502,257
|
|
|
492,246
|
|
|
465,762
|
|
|||
Issuance of treasury shares
|
|
(1,018
|
)
|
|
(4,321
|
)
|
|
(7,390
|
)
|
|||
Equity-based compensation expense
|
|
6,464
|
|
|
5,804
|
|
|
4,582
|
|
|||
Redemption of noncontrolling interest
|
|
—
|
|
|
175
|
|
|
3,125
|
|
|||
Adjustment to market - SECT, SERP and other
|
|
2,843
|
|
|
8,353
|
|
|
26,167
|
|
|||
End of year
|
|
510,546
|
|
|
502,257
|
|
|
492,246
|
|
|||
RETAINED EARNINGS
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
1,973,514
|
|
|
1,847,819
|
|
|
1,706,539
|
|
|||
Net earnings attributable to Moog
|
|
179,748
|
|
|
96,507
|
|
|
141,280
|
|
|||
Dividends
|
|
(34,857
|
)
|
|
(17,889
|
)
|
|
—
|
|
|||
Adoption of ASC 606
|
|
14,923
|
|
|
—
|
|
|
—
|
|
|||
Tax Cuts and Jobs Act, reclassification from AOCIL
|
|
—
|
|
|
47,077
|
|
|
—
|
|
|||
End of year
|
|
2,133,328
|
|
|
1,973,514
|
|
|
1,847,819
|
|
|||
TREASURY SHARES AT COST
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(738,494
|
)
|
|
(739,157
|
)
|
|
(741,700
|
)
|
|||
Class A and B shares issued related to compensation
|
|
9,880
|
|
|
8,881
|
|
|
11,186
|
|
|||
Class A and B shares purchased
|
|
(40,955
|
)
|
|
(8,218
|
)
|
|
(8,643
|
)
|
|||
End of year
|
|
(769,569
|
)
|
|
(738,494
|
)
|
|
(739,157
|
)
|
|||
STOCK EMPLOYEE COMPENSATION TRUST (SECT)
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(118,449
|
)
|
|
(89,919
|
)
|
|
(49,463
|
)
|
|||
Issuance of shares
|
|
22,190
|
|
|
4,714
|
|
|
867
|
|
|||
Purchase of shares
|
|
(15,288
|
)
|
|
(30,358
|
)
|
|
(18,685
|
)
|
|||
Adjustment to market
|
|
55
|
|
|
(2,886
|
)
|
|
(22,638
|
)
|
|||
End of year
|
|
(111,492
|
)
|
|
(118,449
|
)
|
|
(89,919
|
)
|
|||
SUPPLEMENTAL RETIREMENT PLAN (SERP) TRUST
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(72,941
|
)
|
|
(12,474
|
)
|
|
(8,946
|
)
|
|||
Issuance of shares
|
|
4,293
|
|
|
—
|
|
|
—
|
|
|||
Purchase of shares
|
|
—
|
|
|
(55,000
|
)
|
|
—
|
|
|||
Adjustment to market
|
|
(2,898
|
)
|
|
(5,467
|
)
|
|
(3,528
|
)
|
|||
End of year
|
|
(71,546
|
)
|
|
(72,941
|
)
|
|
(12,474
|
)
|
|||
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
(372,181
|
)
|
|
(335,491
|
)
|
|
(435,061
|
)
|
|||
Other comprehensive income (loss)
|
|
(47,885
|
)
|
|
10,387
|
|
|
99,570
|
|
|||
Tax Cuts and Jobs Act, reclassification to retained earnings
|
|
—
|
|
|
(47,077
|
)
|
|
—
|
|
|||
End of year
|
|
(420,066
|
)
|
|
(372,181
|
)
|
|
(335,491
|
)
|
|||
TOTAL MOOG SHAREHOLDERS’ EQUITY
|
|
1,322,481
|
|
|
1,224,986
|
|
|
1,214,304
|
|
|||
NONCONTROLLING INTEREST
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Noncontrolling interest of acquired entity
|
|
—
|
|
|
1,927
|
|
|
—
|
|
|||
Net earnings attributable to noncontrolling interest
|
|
—
|
|
|
121
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|||
Acquisition of noncontrolling interest
|
|
—
|
|
|
(2,018
|
)
|
|
—
|
|
|||
End of year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
TOTAL SHAREHOLDERS’ EQUITY
|
|
$
|
1,322,481
|
|
|
$
|
1,224,986
|
|
|
$
|
1,214,304
|
|
|
|
Fiscal Years Ended
|
|||||||
(share data)
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
|||
COMMON STOCK - CLASS A
|
|
|
|
|
|
|
|||
Beginning of year
|
|
43,784,489
|
|
|
43,704,286
|
|
|
43,666,801
|
|
Conversion of Class B to Class A
|
|
10,446
|
|
|
80,203
|
|
|
37,485
|
|
End of year
|
|
43,794,935
|
|
|
43,784,489
|
|
|
43,704,286
|
|
COMMON STOCK - CLASS B
|
|
|
|
|
|
|
|||
Beginning of year
|
|
7,495,224
|
|
|
7,575,427
|
|
|
7,612,912
|
|
Conversion of Class B to Class A
|
|
(10,446
|
)
|
|
(80,203
|
)
|
|
(37,485
|
)
|
End of year
|
|
7,484,778
|
|
|
7,495,224
|
|
|
7,575,427
|
|
TREASURY SHARES - CLASS A COMMON STOCK
|
|
|
|
|
|
|
|||
Beginning of year
|
|
(10,872,575
|
)
|
|
(10,933,003
|
)
|
|
(11,110,087
|
)
|
Class A shares issued related to compensation
|
|
109,005
|
|
|
104,842
|
|
|
284,048
|
|
Class A shares purchased
|
|
(337,942
|
)
|
|
(44,414
|
)
|
|
(106,964
|
)
|
End of year
|
|
(11,101,512
|
)
|
|
(10,872,575
|
)
|
|
(10,933,003
|
)
|
TREASURY SHARES - CLASS B COMMON STOCK
|
|
|
|
|
|
|
|||
Beginning of year
|
|
(3,323,996
|
)
|
|
(3,333,927
|
)
|
|
(3,323,926
|
)
|
Class B shares issued related to compensation
|
|
148,017
|
|
|
64,664
|
|
|
7,380
|
|
Class B shares purchased
|
|
(169,510
|
)
|
|
(54,733
|
)
|
|
(17,381
|
)
|
End of year
|
|
(3,345,489
|
)
|
|
(3,323,996
|
)
|
|
(3,333,927
|
)
|
SECT - CLASS A COMMON STOCK
|
|
|
|
|
|
|
|||
Beginning and end of period
|
|
(425,148
|
)
|
|
(425,148
|
)
|
|
(425,148
|
)
|
SECT - CLASS B COMMON STOCK
|
|
|
|
|
|
|
|||
Beginning of year
|
|
(983,772
|
)
|
|
(654,753
|
)
|
|
(404,919
|
)
|
Issuance of shares
|
|
270,675
|
|
|
57,277
|
|
|
15,000
|
|
Purchase of shares
|
|
(173,203
|
)
|
|
(386,296
|
)
|
|
(264,834
|
)
|
End of year
|
|
(886,300
|
)
|
|
(983,772
|
)
|
|
(654,753
|
)
|
SERP - CLASS B COMMON STOCK
|
|
|
|
|
|
|
|||
Beginning of year
|
|
(876,170
|
)
|
|
(150,000
|
)
|
|
(150,000
|
)
|
Issuance of shares
|
|
50,000
|
|
|
—
|
|
|
—
|
|
Purchase of shares
|
|
—
|
|
|
(726,170
|
)
|
|
—
|
|
End of year
|
|
(826,170
|
)
|
|
(876,170
|
)
|
|
(150,000
|
)
|
|
|
Fiscal Years Ended
|
||||||||||
(dollars in thousands)
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net earnings attributable to Moog and noncontrolling interest
|
|
$
|
179,748
|
|
|
$
|
96,628
|
|
|
$
|
140,410
|
|
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
71,926
|
|
|
71,231
|
|
|
71,363
|
|
|||
Amortization
|
|
13,334
|
|
|
17,341
|
|
|
18,804
|
|
|||
Deferred income taxes
|
|
(4,598
|
)
|
|
30,613
|
|
|
10,758
|
|
|||
Equity-based compensation expense
|
|
6,464
|
|
|
5,804
|
|
|
4,582
|
|
|||
Other
|
|
4,239
|
|
|
34,455
|
|
|
17,898
|
|
|||
Changes in assets and liabilities providing (using) cash:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(82,818
|
)
|
|
(67,621
|
)
|
|
(44,558
|
)
|
|||
Inventories
|
|
(96,652
|
)
|
|
(32,451
|
)
|
|
(5,999
|
)
|
|||
Accounts payable
|
|
52,499
|
|
|
35,980
|
|
|
26,890
|
|
|||
Contract advances
|
|
(14,432
|
)
|
|
(10,998
|
)
|
|
(7,054
|
)
|
|||
Accrued expenses
|
|
3,014
|
|
|
14,926
|
|
|
15,751
|
|
|||
Accrued income taxes
|
|
6,749
|
|
|
4,227
|
|
|
(4,686
|
)
|
|||
Net pension and post retirement liabilities
|
|
27,329
|
|
|
(123,500
|
)
|
|
(29,029
|
)
|
|||
Other assets and liabilities
|
|
14,621
|
|
|
25,772
|
|
|
2,650
|
|
|||
Net cash provided by operating activities
|
|
181,423
|
|
|
102,407
|
|
|
217,780
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
|
—
|
|
|
(48,382
|
)
|
|
(40,545
|
)
|
|||
Purchase of property, plant and equipment
|
|
(118,422
|
)
|
|
(94,517
|
)
|
|
(75,798
|
)
|
|||
Other investing transactions
|
|
2,702
|
|
|
1,257
|
|
|
6,820
|
|
|||
Net cash used by investing activities
|
|
(115,720
|
)
|
|
(141,642
|
)
|
|
(109,523
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net short-term (repayments) borrowings
|
|
(3,653
|
)
|
|
3,618
|
|
|
(1,280
|
)
|
|||
Proceeds from revolving lines of credit
|
|
971,658
|
|
|
568,550
|
|
|
255,622
|
|
|||
Payments on revolving lines of credit
|
|
(998,726
|
)
|
|
(678,660
|
)
|
|
(305,512
|
)
|
|||
Proceeds from long-term debt
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|||
Payments on long-term debt
|
|
(411
|
)
|
|
(25,922
|
)
|
|
(168
|
)
|
|||
Payment of dividends
|
|
(34,857
|
)
|
|
(17,889
|
)
|
|
—
|
|
|||
Proceeds from sale of treasury stock
|
|
5,268
|
|
|
4,560
|
|
|
3,797
|
|
|||
Purchase of outstanding shares for treasury
|
|
(40,955
|
)
|
|
(8,218
|
)
|
|
(8,643
|
)
|
|||
Proceeds from sale of stock held by SECT
|
|
13,990
|
|
|
4,714
|
|
|
867
|
|
|||
Purchase of stock held by SECT
|
|
(15,288
|
)
|
|
(30,358
|
)
|
|
(18,685
|
)
|
|||
Proceeds from sale of SERP stock
|
|
4,293
|
|
|
—
|
|
|
—
|
|
|||
Purchase of stock held by SERP Trust
|
|
—
|
|
|
(55,000
|
)
|
|
—
|
|
|||
Other financing transactions
|
|
—
|
|
|
(1,964
|
)
|
|
(1,656
|
)
|
|||
Net cash used by financing activities
|
|
(98,681
|
)
|
|
(221,569
|
)
|
|
(75,658
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(2,180
|
)
|
|
1,541
|
|
|
10,433
|
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
|
(35,158
|
)
|
|
(259,263
|
)
|
|
43,032
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
|
127,706
|
|
|
386,969
|
|
|
343,937
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
|
$
|
92,548
|
|
|
$
|
127,706
|
|
|
$
|
386,969
|
|
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
|
|
|
September 29, 2018
|
|
Adjustments due to adoption of ASC 606
|
|
September 30, 2018
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Receivables
|
|
$
|
793,911
|
|
|
$
|
89,121
|
|
|
$
|
883,032
|
|
Inventories
|
|
512,522
|
|
|
(65,991
|
)
|
|
446,531
|
|
|||
Deferred income taxes
|
|
17,328
|
|
|
134
|
|
|
17,462
|
|
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||||||
Contract advances
|
|
$
|
151,687
|
|
|
$
|
921
|
|
|
$
|
152,608
|
|
Other accrued liabilities
|
|
169,762
|
|
|
3,569
|
|
|
173,331
|
|
|||
Deferred income taxes
|
|
46,477
|
|
|
3,851
|
|
|
50,328
|
|
|||
Retained earnings
|
|
1,973,514
|
|
|
14,923
|
|
|
1,988,437
|
|
|
|
Under ASC 605
|
|
Effect of ASC 606
|
|
As Reported Under ASC 606
|
||||||
Net sales
|
|
$
|
2,877,068
|
|
|
$
|
27,595
|
|
|
$
|
2,904,663
|
|
Cost of sales
|
|
2,073,519
|
|
|
15,312
|
|
|
2,088,831
|
|
|||
Gross profit
|
|
803,549
|
|
|
12,283
|
|
|
815,832
|
|
|||
Earnings before income taxes
|
|
221,475
|
|
|
12,283
|
|
|
233,758
|
|
|||
Income taxes
|
|
51,177
|
|
|
2,833
|
|
|
54,010
|
|
|||
Net earnings
|
|
$
|
170,298
|
|
|
$
|
9,450
|
|
|
$
|
179,748
|
|
|
|
Under ASC 605
|
|
Impact of Adoption
|
|
As Reported Under ASC 606
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
|
||||||
Receivables
|
|
$
|
839,504
|
|
|
$
|
117,783
|
|
|
$
|
957,287
|
|
Inventories
|
|
618,909
|
|
|
(83,935
|
)
|
|
534,974
|
|
|||
Total current assets
|
|
1,595,125
|
|
|
33,848
|
|
|
1,628,973
|
|
|||
Deferred income taxes
|
|
20,086
|
|
|
(94
|
)
|
|
19,992
|
|
|||
Total assets
|
|
3,080,483
|
|
|
33,754
|
|
|
3,114,237
|
|
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
||||||
Contract advances
|
|
$
|
137,307
|
|
|
$
|
(65
|
)
|
|
$
|
137,242
|
|
Other accrued liabilities
|
|
183,075
|
|
|
5,650
|
|
|
188,725
|
|
|||
Total current liabilities
|
|
722,073
|
|
|
5,585
|
|
|
727,658
|
|
|||
Deferred income taxes
|
|
36,913
|
|
|
3,615
|
|
|
40,528
|
|
|||
Total liabilities
|
|
1,782,556
|
|
|
9,200
|
|
|
1,791,756
|
|
|||
Shareholders’ equity
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
2,108,955
|
|
|
24,373
|
|
|
2,133,328
|
|
|||
Accumulated other comprehensive loss
|
|
(420,247
|
)
|
|
181
|
|
|
(420,066
|
)
|
|||
Total shareholders’ equity
|
|
1,297,927
|
|
|
24,554
|
|
|
1,322,481
|
|
|||
Total liabilities and shareholders’ equity
|
|
3,080,483
|
|
|
33,754
|
|
|
3,114,237
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
As Reported,
September 29, 2018 |
|
Impact of Adoption
|
|
As Adjusted,
September 29, 2018 |
||||||
Cost of sales
|
|
$
|
1,924,283
|
|
|
$
|
(1,104
|
)
|
|
$
|
1,923,179
|
|
Gross profit
|
|
772,987
|
|
|
1,104
|
|
|
774,091
|
|
|||
Research and development
|
|
130,186
|
|
|
(348
|
)
|
|
129,838
|
|
|||
Selling, general and administrative
|
|
393,760
|
|
|
(5,326
|
)
|
|
388,434
|
|
|||
Other
|
|
172
|
|
|
6,778
|
|
|
6,950
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
As Reported September 30, 2017
|
|
Impact of Adoption
|
|
As Adjusted September 30, 2017
|
||||||
Cost of sales
|
|
$
|
1,766,002
|
|
|
$
|
(2,244
|
)
|
|
$
|
1,763,758
|
|
Gross profit
|
|
731,522
|
|
|
2,244
|
|
|
733,766
|
|
|||
Research and development
|
|
144,647
|
|
|
(490
|
)
|
|
144,157
|
|
|||
Selling, general and administrative
|
|
356,141
|
|
|
(9,860
|
)
|
|
346,281
|
|
|||
Other
|
|
14,472
|
|
|
12,594
|
|
|
27,066
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
As Reported,
September 29, 2018 |
|
Impact of Adoption
|
|
As Adjusted,
September 29, 2018 |
||||||
Operating profit:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
128,665
|
|
|
$
|
1,107
|
|
|
$
|
129,772
|
|
Space and Defense Controls
|
|
66,875
|
|
|
740
|
|
|
67,615
|
|
|||
Industrial Systems
|
|
62,312
|
|
|
2,652
|
|
|
64,964
|
|
|||
Total operating profit
|
|
$
|
257,852
|
|
|
$
|
4,499
|
|
|
$
|
262,351
|
|
Deductions from operating profit:
|
|
|
|
|
|
|
||||||
Non-service pension expense
|
|
$
|
—
|
|
|
$
|
6,778
|
|
|
$
|
6,778
|
|
Corporate and other expenses, net
|
|
$
|
31,973
|
|
|
$
|
(2,279
|
)
|
|
$
|
29,694
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
As Reported September 30, 2017
|
|
Impact of Adoption
|
|
As Adjusted September 30, 2017
|
||||||
Operating profit:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
114,016
|
|
|
$
|
2,781
|
|
|
$
|
116,797
|
|
Space and Defense Controls
|
|
48,517
|
|
|
1,472
|
|
|
49,989
|
|
|||
Industrial Systems
|
|
87,619
|
|
|
4,442
|
|
|
92,061
|
|
|||
Total operating profit
|
|
$
|
250,152
|
|
|
$
|
8,695
|
|
|
$
|
258,847
|
|
Deductions from operating profit:
|
|
|
|
|
|
|
||||||
Non-service pension expense
|
|
$
|
—
|
|
|
$
|
12,594
|
|
|
$
|
12,594
|
|
Corporate and other expenses, net
|
|
$
|
29,308
|
|
|
$
|
(3,899
|
)
|
|
$
|
25,409
|
|
|
|
September 28,
2019 |
|
September 30, 2018
|
||||
Unbilled receivables
|
|
$
|
468,824
|
|
|
$
|
405,610
|
|
Contract advances
|
|
137,242
|
|
|
152,608
|
|
||
Net contract assets
|
|
$
|
331,582
|
|
|
$
|
253,002
|
|
|
|
September 28,
2019 |
|
September 29,
2018 |
||||
Accounts receivable
|
|
$
|
255,079
|
|
|
$
|
295,180
|
|
Over-time contract receivables:
|
|
|
|
|
||||
Billed receivables
|
|
222,075
|
|
|
156,414
|
|
||
Unbilled receivables
|
|
468,824
|
|
|
316,489
|
|
||
Total over-time contract receivables
|
|
690,899
|
|
|
472,903
|
|
||
Other
|
|
16,711
|
|
|
30,787
|
|
||
Less allowance for doubtful accounts
|
|
(5,402
|
)
|
|
(4,959
|
)
|
||
Receivables
|
|
$
|
957,287
|
|
|
$
|
793,911
|
|
|
|
September 28,
2019 |
|
September 29,
2018 |
||||
Raw materials and purchased parts
|
|
$
|
189,875
|
|
|
$
|
197,071
|
|
Work in progress
|
|
276,538
|
|
|
240,885
|
|
||
Finished goods
|
|
68,561
|
|
|
74,566
|
|
||
Inventories
|
|
$
|
534,974
|
|
|
$
|
512,522
|
|
|
|
September 28,
2019 |
|
September 29,
2018 |
||||
Land
|
|
$
|
33,111
|
|
|
$
|
33,788
|
|
Buildings and improvements
|
|
469,867
|
|
|
446,709
|
|
||
Machinery and equipment
|
|
775,378
|
|
|
743,388
|
|
||
Computer equipment and software
|
|
137,221
|
|
|
145,817
|
|
||
Property, plant and equipment, at cost
|
|
1,415,577
|
|
|
1,369,702
|
|
||
Less accumulated depreciation and amortization
|
|
(828,810
|
)
|
|
(816,837
|
)
|
||
Property, plant and equipment, net
|
|
$
|
586,767
|
|
|
$
|
552,865
|
|
|
Aircraft
Controls |
Space and
Defense Controls |
Industrial
Systems |
Total
|
||||||||
Balance at October 1, 2016
|
$
|
179,694
|
|
$
|
261,482
|
|
$
|
298,986
|
|
$
|
740,162
|
|
Acquisition
|
—
|
|
—
|
|
26,566
|
|
26,566
|
|
||||
Divestiture
|
—
|
|
(1,804
|
)
|
—
|
|
(1,804
|
)
|
||||
Foreign currency translation
|
1,681
|
|
273
|
|
7,390
|
|
9,344
|
|
||||
Balance at September 30, 2017
|
181,375
|
|
259,951
|
|
332,942
|
|
774,268
|
|
||||
Acquisitions
|
—
|
|
3,769
|
|
27,329
|
|
31,098
|
|
||||
Divestitures
|
—
|
|
(1,836
|
)
|
—
|
|
(1,836
|
)
|
||||
Foreign currency translation
|
(1,468
|
)
|
(152
|
)
|
(4,693
|
)
|
(6,313
|
)
|
||||
Balance at September 29, 2018
|
179,907
|
|
261,732
|
|
355,578
|
|
797,217
|
|
||||
Divestitures
|
—
|
|
—
|
|
(1,237
|
)
|
(1,237
|
)
|
||||
Foreign currency translation
|
(2,968
|
)
|
(48
|
)
|
(8,724
|
)
|
(11,740
|
)
|
||||
Balance at September 28, 2019
|
$
|
176,939
|
|
$
|
261,684
|
|
$
|
345,617
|
|
$
|
784,240
|
|
|
|
September 28, 2019
|
September 29, 2018
|
||||||||||
|
Weighted-
Average Life (years) |
Gross Carrying
Amount |
Accumulated
Amortization |
Gross Carrying
Amount |
Accumulated
Amortization |
||||||||
Customer-related
|
11
|
$
|
132,697
|
|
$
|
(100,091
|
)
|
$
|
135,379
|
|
$
|
(96,090
|
)
|
Technology-related
|
9
|
69,220
|
|
(52,192
|
)
|
69,393
|
|
(49,731
|
)
|
||||
Program-related
|
19
|
62,015
|
|
(35,680
|
)
|
64,988
|
|
(33,740
|
)
|
||||
Marketing-related
|
8
|
23,139
|
|
(19,899
|
)
|
23,489
|
|
(18,868
|
)
|
||||
Other
|
10
|
4,061
|
|
(3,624
|
)
|
4,305
|
|
(3,588
|
)
|
||||
Intangible assets
|
12
|
$
|
291,132
|
|
$
|
(211,486
|
)
|
$
|
297,554
|
|
$
|
(202,017
|
)
|
|
2019
|
2018
|
2017
|
||||||
Acquired intangible asset amortization
|
$
|
13,079
|
|
$
|
17,037
|
|
$
|
18,518
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
||||||||||
Estimated future amortization of acquired intangible assets
|
$
|
10,800
|
|
$
|
9,400
|
|
$
|
8,000
|
|
$
|
7,100
|
|
$
|
6,700
|
|
|
|
September 28,
2019 |
|
September 29,
2018 |
||||
U.S. revolving credit facility
|
|
$
|
395,712
|
|
|
$
|
430,000
|
|
SECT revolving credit facility
|
|
7,000
|
|
|
—
|
|
||
Senior notes
|
|
300,000
|
|
|
300,000
|
|
||
Securitization program
|
|
130,000
|
|
|
130,000
|
|
||
Obligations under capital leases
|
|
679
|
|
|
918
|
|
||
Senior debt
|
|
833,391
|
|
|
860,918
|
|
||
Less deferred debt issuance cost
|
|
(158
|
)
|
|
(1,717
|
)
|
||
Less current installments
|
|
(249
|
)
|
|
(365
|
)
|
||
Long-term debt
|
|
$
|
832,984
|
|
|
$
|
858,836
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
||||||||||||
Long-term debt maturities
|
$
|
249
|
|
$
|
214
|
|
$
|
137,141
|
|
$
|
300,064
|
|
$
|
11
|
|
$
|
395,712
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Contract reserves
|
|
$
|
60,914
|
|
|
$
|
48,818
|
|
Employee benefits
|
|
37,040
|
|
|
38,538
|
|
||
Warranty accrual
|
|
28,061
|
|
|
25,537
|
|
||
Accrued income taxes
|
|
26,532
|
|
|
16,737
|
|
||
Other
|
|
36,178
|
|
|
40,132
|
|
||
Other accrued liabilities
|
|
$
|
188,725
|
|
|
$
|
169,762
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Warranty accrual at beginning of period
|
|
$
|
25,537
|
|
|
$
|
25,848
|
|
|
$
|
21,363
|
|
Additions from acquisitions
|
|
—
|
|
|
184
|
|
|
448
|
|
|||
Warranties issued during current period
|
|
20,024
|
|
|
15,705
|
|
|
17,021
|
|
|||
Adjustments to pre-existing warranties
|
|
(952
|
)
|
|
(806
|
)
|
|
(509
|
)
|
|||
Reductions for settling warranties
|
|
(16,083
|
)
|
|
(15,101
|
)
|
|
(12,747
|
)
|
|||
Foreign currency translation
|
|
(465
|
)
|
|
(293
|
)
|
|
272
|
|
|||
Warranty accrual at end of period
|
|
$
|
28,061
|
|
|
$
|
25,537
|
|
|
$
|
25,848
|
|
|
2019
|
|
2018
|
||||
Net gain (loss)
|
$
|
(2,347
|
)
|
|
$
|
(3,104
|
)
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
1,060
|
|
|
$
|
659
|
|
Foreign currency contracts
|
Other assets
|
|
261
|
|
|
41
|
|
||
Interest rate swaps
|
Other current assets
|
|
57
|
|
|
1,444
|
|
||
Interest rate swaps
|
Other assets
|
|
—
|
|
|
322
|
|
||
|
Total asset derivatives
|
|
$
|
1,378
|
|
|
$
|
2,466
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
736
|
|
|
$
|
1,842
|
|
Foreign currency contracts
|
Other long-term liabilities
|
|
152
|
|
|
464
|
|
||
|
Total liability derivatives
|
|
$
|
888
|
|
|
$
|
2,306
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
93
|
|
|
$
|
285
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
359
|
|
|
$
|
87
|
|
|
Classification
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Foreign currency contracts
|
Other current assets
|
|
$
|
1,153
|
|
|
$
|
944
|
|
Foreign currency contracts
|
Other assets
|
|
261
|
|
|
41
|
|
||
Interest rate swaps
|
Other current assets
|
|
57
|
|
|
1,444
|
|
||
Interest rate swaps
|
Other assets
|
|
—
|
|
|
322
|
|
||
|
Total assets
|
|
$
|
1,471
|
|
|
$
|
2,751
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
1,095
|
|
|
$
|
1,929
|
|
Foreign currency contracts
|
Other long-term liabilities
|
|
152
|
|
|
464
|
|
||
|
Total liabilities
|
|
$
|
1,247
|
|
|
$
|
2,393
|
|
|
Aircraft Controls
|
Space and Defense Controls
|
Industrial Systems
|
Corporate
|
Total
|
||||||||||
Balance at October 1, 2016
|
$
|
1,474
|
|
$
|
665
|
|
$
|
3,980
|
|
$
|
1,727
|
|
$
|
7,846
|
|
Adjustments to provision
|
(852
|
)
|
(72
|
)
|
(819
|
)
|
—
|
|
(1,743
|
)
|
|||||
Cash payments - 2014 plan
|
(116
|
)
|
(417
|
)
|
—
|
|
—
|
|
(533
|
)
|
|||||
Cash payments - 2015 plan
|
(210
|
)
|
(176
|
)
|
(40
|
)
|
—
|
|
(426
|
)
|
|||||
Cash payments - 2016 plan
|
(162
|
)
|
—
|
|
(3,168
|
)
|
(689
|
)
|
(4,019
|
)
|
|||||
Foreign currency translation
|
(4
|
)
|
—
|
|
47
|
|
—
|
|
43
|
|
|||||
Balance at September 30, 2017
|
130
|
|
—
|
|
—
|
|
1,038
|
|
1,168
|
|
|||||
Charged to expense - 2018 plan
|
987
|
|
46
|
|
39,609
|
|
350
|
|
40,992
|
|
|||||
Adjustments to provision
|
—
|
|
119
|
|
2
|
|
(10
|
)
|
111
|
|
|||||
Cash payments - 2016 plan
|
(99
|
)
|
—
|
|
—
|
|
(599
|
)
|
(698
|
)
|
|||||
Cash payments - 2018 plan
|
(385
|
)
|
(101
|
)
|
(5,607
|
)
|
(350
|
)
|
(6,443
|
)
|
|||||
Non-cash charges - 2018 plan
|
—
|
|
—
|
|
(26,676
|
)
|
—
|
|
(26,676
|
)
|
|||||
Foreign currency translation
|
(7
|
)
|
—
|
|
(334
|
)
|
—
|
|
(341
|
)
|
|||||
Balance at September 29, 2018
|
626
|
|
64
|
|
6,994
|
|
429
|
|
8,113
|
|
|||||
Adjustments to provision
|
13
|
|
(21
|
)
|
275
|
|
17
|
|
284
|
|
|||||
Cash payments - 2016 plan
|
—
|
|
—
|
|
—
|
|
(446
|
)
|
(446
|
)
|
|||||
Cash payments - 2018 plan
|
(632
|
)
|
(16
|
)
|
(2,757
|
)
|
—
|
|
(3,405
|
)
|
|||||
Foreign currency translation
|
(7
|
)
|
—
|
|
(416
|
)
|
—
|
|
(423
|
)
|
|||||
Balance at September 28, 2019
|
$
|
—
|
|
$
|
27
|
|
$
|
4,096
|
|
$
|
—
|
|
$
|
4,123
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at prior year measurement date
|
$
|
915,274
|
|
|
$
|
941,766
|
|
|
$
|
207,645
|
|
|
$
|
214,474
|
|
Service cost
|
21,003
|
|
|
22,535
|
|
|
4,988
|
|
|
5,738
|
|
||||
Interest cost
|
36,924
|
|
|
32,292
|
|
|
4,393
|
|
|
4,241
|
|
||||
Contributions by plan participants
|
—
|
|
|
—
|
|
|
828
|
|
|
918
|
|
||||
Actuarial (gains) losses
|
130,377
|
|
|
(46,526
|
)
|
|
48,564
|
|
|
(6,679
|
)
|
||||
Foreign currency exchange impact
|
—
|
|
|
—
|
|
|
(10,878
|
)
|
|
(4,670
|
)
|
||||
Benefits paid
|
(36,455
|
)
|
|
(33,941
|
)
|
|
(6,040
|
)
|
|
(6,302
|
)
|
||||
Other
|
(1,186
|
)
|
|
(852
|
)
|
|
75
|
|
|
(75
|
)
|
||||
Projected benefit obligation at measurement date
|
$
|
1,065,937
|
|
|
$
|
915,274
|
|
|
$
|
249,575
|
|
|
$
|
207,645
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of assets at prior year measurement date
|
$
|
878,983
|
|
|
$
|
756,274
|
|
|
$
|
145,641
|
|
|
$
|
141,906
|
|
Actual return on plan assets
|
157,966
|
|
|
8,038
|
|
|
24,623
|
|
|
2,740
|
|
||||
Employer contributions
|
4,855
|
|
|
149,464
|
|
|
7,464
|
|
|
9,971
|
|
||||
Contributions by plan participants
|
—
|
|
|
—
|
|
|
828
|
|
|
918
|
|
||||
Benefits paid
|
(36,455
|
)
|
|
(33,941
|
)
|
|
(6,040
|
)
|
|
(6,302
|
)
|
||||
Foreign currency exchange impact
|
—
|
|
|
—
|
|
|
(6,220
|
)
|
|
(3,551
|
)
|
||||
Other
|
(1,186
|
)
|
|
(852
|
)
|
|
(54
|
)
|
|
(41
|
)
|
||||
Fair value of assets at measurement date
|
$
|
1,004,163
|
|
|
$
|
878,983
|
|
|
$
|
166,242
|
|
|
$
|
145,641
|
|
Funded status and amount recognized in assets and liabilities
|
$
|
(61,774
|
)
|
|
$
|
(36,291
|
)
|
|
$
|
(83,333
|
)
|
|
$
|
(62,004
|
)
|
Amount recognized in assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term assets
|
$
|
35,429
|
|
|
$
|
49,967
|
|
|
$
|
2,575
|
|
|
$
|
7,874
|
|
Current and long-term pension liabilities
|
(97,203
|
)
|
|
(86,258
|
)
|
|
(85,908
|
)
|
|
(69,878
|
)
|
||||
Amount recognized in assets and liabilities
|
$
|
(61,774
|
)
|
|
$
|
(36,291
|
)
|
|
$
|
(83,333
|
)
|
|
$
|
(62,004
|
)
|
Amount recognized in AOCIL, before taxes:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
$
|
133
|
|
|
$
|
320
|
|
|
$
|
82
|
|
|
$
|
(69
|
)
|
Actuarial losses
|
330,151
|
|
|
332,520
|
|
|
56,411
|
|
|
32,430
|
|
||||
Amount recognized in AOCIL, before taxes
|
$
|
330,284
|
|
|
$
|
332,840
|
|
|
$
|
56,493
|
|
|
$
|
32,361
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Projected benefit obligation
|
|
$
|
278,405
|
|
|
$
|
234,402
|
|
Accumulated benefit obligation
|
|
208,625
|
|
|
219,830
|
|
||
Fair value of plan assets
|
|
95,294
|
|
|
78,265
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Assumptions for net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost discount rate
|
4.4
|
%
|
|
4.2
|
%
|
|
4.0
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
Interest cost discount rate
|
4.1
|
%
|
|
3.5
|
%
|
|
3.2
|
%
|
|
2.6
|
%
|
|
2.2
|
%
|
|
1.7
|
%
|
Return on assets
|
5.3
|
%
|
|
7.0
|
%
|
|
7.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
Rate of compensation increase
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
|
2.3
|
%
|
Assumptions for benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.3
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
1.6
|
%
|
|
2.8
|
%
|
|
2.5
|
%
|
Rate of compensation increase
|
2.9
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
2.1
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
Target
|
|
2019
Actual |
|
2018
Actual |
|
Target
|
|
2019
Actual |
|
2018
Actual |
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
15%-25%
|
|
18%
|
|
21%
|
|
20%-40%
|
|
25%
|
|
33%
|
Debt
|
75%-85%
|
|
82%
|
|
79%
|
|
30%-45%
|
|
36%
|
|
39%
|
Other
|
—%
|
|
—%
|
|
—%
|
|
25%-40%
|
|
39%
|
|
28%
|
U.S. Plans, September 28, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Investments at fair value:
|
|
|
|
|
|
|
|
||||||||
Shares of registered investment companies:
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
$
|
144,898
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144,898
|
|
Fixed income funds
|
823,008
|
|
|
—
|
|
|
—
|
|
|
823,008
|
|
||||
Money market funds
|
—
|
|
|
6,418
|
|
|
—
|
|
|
6,418
|
|
||||
Insurance contract
|
—
|
|
|
—
|
|
|
505
|
|
|
505
|
|
||||
Total investments in fair value hierarchy
|
967,906
|
|
|
6,418
|
|
|
505
|
|
|
974,829
|
|
||||
Investments measured at NAV practical expedient (1)
|
|
|
|
|
|
|
29,334
|
|
|||||||
Total investments at fair value
|
$
|
967,906
|
|
|
$
|
6,418
|
|
|
$
|
505
|
|
|
$
|
1,004,163
|
|
Non-U.S. Plans, September 28, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Investments at fair value:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
$
|
—
|
|
|
$
|
6,372
|
|
|
$
|
—
|
|
|
$
|
6,372
|
|
Fixed income funds
|
—
|
|
|
7,657
|
|
|
—
|
|
|
7,657
|
|
||||
Equity securities
|
7,310
|
|
|
—
|
|
|
—
|
|
|
7,310
|
|
||||
Fixed income securities
|
—
|
|
|
18,740
|
|
|
—
|
|
|
18,740
|
|
||||
Unit investment trusts
|
—
|
|
|
18,118
|
|
|
—
|
|
|
18,118
|
|
||||
Unit linked life insurance funds
|
—
|
|
|
51,062
|
|
|
—
|
|
|
51,062
|
|
||||
Money market funds
|
—
|
|
|
386
|
|
|
—
|
|
|
386
|
|
||||
Cash and cash equivalents
|
384
|
|
|
—
|
|
|
—
|
|
|
384
|
|
||||
Insurance contracts and other
|
—
|
|
|
—
|
|
|
56,213
|
|
|
56,213
|
|
||||
Total investments at fair value
|
$
|
7,694
|
|
|
$
|
102,335
|
|
|
$
|
56,213
|
|
|
$
|
166,242
|
|
U.S. Plans, September 29, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Investments at fair value:
|
|
|
|
|
|
|
|
||||||||
Shares of registered investment companies:
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
$
|
141,287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141,287
|
|
Fixed income funds
|
694,837
|
|
|
—
|
|
|
—
|
|
|
694,837
|
|
||||
Money market funds
|
—
|
|
|
6,309
|
|
|
—
|
|
|
6,309
|
|
||||
Insurance contract
|
—
|
|
|
—
|
|
|
484
|
|
|
484
|
|
||||
Total investments in fair value hierarchy
|
836,124
|
|
|
6,309
|
|
|
484
|
|
|
842,917
|
|
||||
Investments measured at NAV practical expedient (1)
|
|
|
|
|
|
|
36,066
|
|
|||||||
Total investments at fair value
|
$
|
836,124
|
|
|
$
|
6,309
|
|
|
$
|
484
|
|
|
$
|
878,983
|
|
Non-U.S. Plans, September 29, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Investments at fair value:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
$
|
—
|
|
|
$
|
6,223
|
|
|
$
|
—
|
|
|
$
|
6,223
|
|
Fixed income funds
|
—
|
|
|
7,630
|
|
|
—
|
|
|
7,630
|
|
||||
Equity securities
|
6,206
|
|
|
—
|
|
|
—
|
|
|
6,206
|
|
||||
Fixed income securities
|
—
|
|
|
16,638
|
|
|
—
|
|
|
16,638
|
|
||||
Unit investment trusts
|
—
|
|
|
17,547
|
|
|
—
|
|
|
17,547
|
|
||||
Unit linked life insurance funds
|
—
|
|
|
50,127
|
|
|
—
|
|
|
50,127
|
|
||||
Money market funds
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
||||
Cash and cash equivalents
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
||||
Insurance contracts and other
|
—
|
|
|
—
|
|
|
40,601
|
|
|
40,601
|
|
||||
Total investments at fair value
|
$
|
6,315
|
|
|
$
|
98,725
|
|
|
$
|
40,601
|
|
|
$
|
145,641
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total retirement plan assets.
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||
Balance at September 30, 2017
|
|
$
|
464
|
|
|
$
|
39,961
|
|
|
$
|
40,425
|
|
Return on assets
|
|
20
|
|
|
126
|
|
|
146
|
|
|||
Purchases from contributions to Plans
|
|
—
|
|
|
2,874
|
|
|
2,874
|
|
|||
Settlements paid in cash
|
|
—
|
|
|
(1,612
|
)
|
|
(1,612
|
)
|
|||
Foreign currency translation
|
|
—
|
|
|
(748
|
)
|
|
(748
|
)
|
|||
Balance at September 29, 2018
|
|
484
|
|
|
40,601
|
|
|
41,085
|
|
|||
Return on assets
|
|
21
|
|
|
16,868
|
|
|
16,889
|
|
|||
Purchases from contributions to Plans
|
|
—
|
|
|
2,887
|
|
|
2,887
|
|
|||
Settlements paid in cash
|
|
—
|
|
|
(1,603
|
)
|
|
(1,603
|
)
|
|||
Foreign currency translation
|
|
—
|
|
|
(2,540
|
)
|
|
(2,540
|
)
|
|||
Balance at September 28, 2019
|
|
$
|
505
|
|
|
$
|
56,213
|
|
|
$
|
56,718
|
|
|
|
Fair Value
|
|
|
|
|
|
|
||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||||
Limited partnerships (1)
|
|
$
|
29,334
|
|
|
$
|
35,931
|
|
|
$
|
5,017
|
|
|
Varies
|
|
10-45 days
|
Hedge funds (2)
|
|
—
|
|
|
135
|
|
|
—
|
|
|
Quarterly
|
|
60 days
|
|||
Total
|
|
$
|
29,334
|
|
|
$
|
36,066
|
|
|
$
|
5,017
|
|
|
|
|
|
(1)
|
Investments in limited partnerships held by us invest primarily in emerging markets, equity and equity related securities. The strategy for the partnerships is to have exposure to certain markets or to securities that are judged to achieve superior earnings growth and/or judged undervalued relative to intrinsic value.
|
(2)
|
Hedge fund which invests primarily in global equity long and short positions. The primary strategy for the hedge funds is to seek risk-adjusted returns with volatility lower than the broad equity markets primarily through long and short investment opportunities in the global markets.
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
21,003
|
|
|
$
|
22,535
|
|
|
$
|
24,115
|
|
|
$
|
4,988
|
|
|
$
|
5,738
|
|
|
$
|
6,105
|
|
Interest cost
|
36,924
|
|
|
32,292
|
|
|
30,573
|
|
|
4,393
|
|
|
4,241
|
|
|
3,121
|
|
||||||
Expected return on plan assets
|
(47,084
|
)
|
|
(54,302
|
)
|
|
(54,510
|
)
|
|
(5,182
|
)
|
|
(5,001
|
)
|
|
(4,643
|
)
|
||||||
Amortization of prior service cost (credit)
|
187
|
|
|
187
|
|
|
187
|
|
|
(18
|
)
|
|
(60
|
)
|
|
(106
|
)
|
||||||
Amortization of actuarial loss
|
21,863
|
|
|
27,609
|
|
|
33,738
|
|
|
2,532
|
|
|
2,512
|
|
|
4,581
|
|
||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
||||||
Pension expense for defined benefit plans
|
$
|
32,893
|
|
|
$
|
28,321
|
|
|
$
|
34,103
|
|
|
$
|
6,713
|
|
|
$
|
7,430
|
|
|
$
|
8,911
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2020
|
|
$
|
39,287
|
|
|
$
|
5,615
|
|
2021
|
|
42,605
|
|
|
6,258
|
|
||
2022
|
|
45,208
|
|
|
6,958
|
|
||
2023
|
|
48,254
|
|
|
9,256
|
|
||
2024
|
|
51,267
|
|
|
7,482
|
|
||
Five years thereafter
|
|
295,213
|
|
|
43,450
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. defined contribution plans
|
|
$
|
19,848
|
|
|
$
|
16,568
|
|
|
$
|
15,036
|
|
Non-U.S. defined contribution plans
|
|
5,270
|
|
|
4,821
|
|
|
4,878
|
|
|||
Total pension expense for defined contribution plans
|
|
$
|
25,118
|
|
|
$
|
21,389
|
|
|
$
|
19,914
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Change in Accumulated Postretirement Benefit Obligation (APBO):
|
|
|
|
|
||||
APBO at prior year measurement date
|
|
$
|
8,857
|
|
|
$
|
10,513
|
|
Service cost
|
|
68
|
|
|
84
|
|
||
Interest cost
|
|
315
|
|
|
281
|
|
||
Contributions by plan participants
|
|
644
|
|
|
629
|
|
||
Benefits paid
|
|
(1,134
|
)
|
|
(1,402
|
)
|
||
Actuarial (gains) losses
|
|
60
|
|
|
(1,248
|
)
|
||
APBO at measurement date
|
|
$
|
8,810
|
|
|
$
|
8,857
|
|
Funded status
|
|
$
|
(8,810
|
)
|
|
$
|
(8,857
|
)
|
Accrued postretirement benefit liability
|
|
$
|
8,810
|
|
|
$
|
8,857
|
|
Amount recognized in AOCIL, before taxes:
|
|
|
|
|
||||
Prior service credit
|
|
$
|
259
|
|
|
$
|
729
|
|
Actuarial gains
|
|
4,142
|
|
|
4,915
|
|
||
Amount recognized in AOCIL, before taxes
|
|
$
|
4,401
|
|
|
$
|
5,644
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
|
$
|
68
|
|
|
$
|
84
|
|
|
$
|
118
|
|
Interest cost
|
|
315
|
|
|
281
|
|
|
288
|
|
|||
Amortization of prior service credit
|
|
(471
|
)
|
|
(470
|
)
|
|
—
|
|
|||
Amortization of actuarial gain
|
|
(713
|
)
|
|
(511
|
)
|
|
(488
|
)
|
|||
Net periodic postretirement benefit cost (income)
|
|
$
|
(801
|
)
|
|
$
|
(616
|
)
|
|
$
|
(82
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
143,114
|
|
|
$
|
137,247
|
|
|
$
|
77,007
|
|
Foreign
|
|
90,644
|
|
|
46,590
|
|
|
104,704
|
|
|||
Total
|
|
$
|
233,758
|
|
|
$
|
183,837
|
|
|
$
|
181,711
|
|
Federal statutory income tax rate
|
|
21.0
|
%
|
|
24.5
|
%
|
|
35.0
|
%
|
|||
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
||||||
Transition tax on foreign earnings
|
|
0.3
|
%
|
|
16.8
|
%
|
|
—
|
%
|
|||
Revaluation of deferred taxes
|
|
(0.2
|
)%
|
|
(6.0
|
)%
|
|
—
|
%
|
|||
Withholding taxes
|
|
1.0
|
%
|
|
4.0
|
%
|
|
—
|
%
|
|||
Reversal of indefinite reinvestment assertion
|
|
0.6
|
%
|
|
5.6
|
%
|
|
—
|
%
|
|||
R&D and foreign tax credits
|
|
(2.1
|
)%
|
|
(4.2
|
)%
|
|
(3.8
|
)%
|
|||
Divestiture impacts
|
|
—
|
%
|
|
—
|
%
|
|
(3.2
|
)%
|
|||
Foreign tax rates
|
|
2.2
|
%
|
|
(0.7
|
)%
|
|
(2.4
|
)%
|
|||
Equity-based compensation
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
|
(1.2
|
)%
|
|||
Export and manufacturing incentives
|
|
—
|
%
|
|
(0.3
|
)%
|
|
(0.9
|
)%
|
|||
Change in valuation allowance for deferred taxes
|
|
(0.7
|
)%
|
|
5.7
|
%
|
|
(0.4
|
)%
|
|||
State taxes, net of federal benefit
|
|
1.5
|
%
|
|
1.9
|
%
|
|
0.4
|
%
|
|||
Other
|
|
0.1
|
%
|
|
0.8
|
%
|
|
(0.8
|
)%
|
|||
Effective income tax rate
|
|
23.1
|
%
|
|
47.4
|
%
|
|
22.7
|
%
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
24,908
|
|
|
$
|
20,376
|
|
|
$
|
6,259
|
|
Foreign
|
|
29,460
|
|
|
35,515
|
|
|
24,162
|
|
|||
State
|
|
4,240
|
|
|
705
|
|
|
122
|
|
|||
Total current
|
|
58,608
|
|
|
56,596
|
|
|
30,543
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(5,666
|
)
|
|
23,229
|
|
|
11,624
|
|
|||
Foreign
|
|
1,413
|
|
|
3,354
|
|
|
(1,986
|
)
|
|||
State
|
|
(345
|
)
|
|
4,030
|
|
|
1,120
|
|
|||
Total deferred
|
|
(4,598
|
)
|
|
30,613
|
|
|
10,758
|
|
|||
Income taxes
|
|
$
|
54,010
|
|
|
$
|
87,209
|
|
|
$
|
41,301
|
|
|
|
September 28,
2019 |
|
September 29,
2018 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Benefit accruals
|
|
$
|
115,683
|
|
|
$
|
125,566
|
|
Inventory reserves
|
|
26,364
|
|
|
27,678
|
|
||
Tax benefit carryforwards
|
|
14,196
|
|
|
16,211
|
|
||
Contract reserves not currently deductible
|
|
15,382
|
|
|
11,028
|
|
||
Other accrued expenses
|
|
4,918
|
|
|
6,670
|
|
||
Total gross deferred tax assets
|
|
176,543
|
|
|
187,153
|
|
||
Less valuation allowance
|
|
(13,137
|
)
|
|
(15,181
|
)
|
||
Total net deferred tax assets
|
|
$
|
163,406
|
|
|
$
|
171,972
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Differences in bases and depreciation of property, plant and equipment
|
|
$
|
121,353
|
|
|
$
|
125,132
|
|
Pension
|
|
62,589
|
|
|
75,989
|
|
||
Total gross deferred tax liabilities
|
|
183,942
|
|
|
201,121
|
|
||
Net deferred tax assets (liabilities)
|
|
$
|
(20,536
|
)
|
|
$
|
(29,149
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Basic weighted-average shares outstanding
|
|
34,854,614
|
|
|
35,661,638
|
|
|
35,852,448
|
|
Dilutive effect of equity-based awards
|
|
324,354
|
|
|
390,669
|
|
|
377,595
|
|
Diluted weighted-average shares outstanding
|
|
35,178,968
|
|
|
36,052,307
|
|
|
36,230,043
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Stock appreciation rights
|
|
$
|
2,594
|
|
|
$
|
2,617
|
|
|
$
|
3,045
|
|
Performance-based restricted stock units
|
|
2,048
|
|
|
1,650
|
|
|
978
|
|
|||
Restricted stock awards
|
|
480
|
|
|
480
|
|
|
480
|
|
|||
Employee stock purchase plan
|
|
1,342
|
|
|
1,057
|
|
|
74
|
|
|||
Stock options
|
|
—
|
|
|
—
|
|
|
5
|
|
|||
Total compensation cost before income taxes
|
|
$
|
6,464
|
|
|
$
|
5,804
|
|
|
$
|
4,582
|
|
Income tax benefit
|
|
$
|
1,024
|
|
|
$
|
1,136
|
|
|
$
|
1,567
|
|
Stock Appreciation Rights
|
|
Number of Awards
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at September 29, 2018
|
|
1,062,769
|
|
|
$
|
57.56
|
|
|
|
|
|
||
Granted in 2019
|
|
140,395
|
|
|
80.19
|
|
|
|
|
|
|||
Exercised in 2019
|
|
(248,861
|
)
|
|
49.73
|
|
|
|
|
|
|||
Forfeited in 2019
|
|
(19,147
|
)
|
|
79.21
|
|
|
|
|
|
|
||
Outstanding at September 28, 2019
|
|
935,156
|
|
|
$
|
62.60
|
|
|
5.5 years
|
|
$
|
20,069
|
|
Exercisable at September 28, 2019
|
|
687,935
|
|
|
$
|
56.58
|
|
|
4.4 years
|
|
$
|
18,273
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Stock Appreciation Rights
|
|
|
|
|
|
|
||||||
Intrinsic value of SARs exercised
|
|
$
|
10,616
|
|
|
$
|
7,268
|
|
|
$
|
13,363
|
|
Total fair value of SARs vested
|
|
$
|
2,871
|
|
|
$
|
3,282
|
|
|
$
|
4,044
|
|
Stock Options
|
|
|
|
|
|
|
||||||
Intrinsic value of options exercised
|
|
$
|
—
|
|
|
$
|
932
|
|
|
$
|
2,835
|
|
Total fair value of options vested
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
66
|
|
Performance-Based Restricted Stock Units
|
|
Number of Awards
|
|
Weighted-
Average Grant Date Fair Value |
|||
Nonvested at September 29, 2018
|
|
67,986
|
|
|
$
|
76.88
|
|
Granted in 2019
|
|
36,415
|
|
|
80.19
|
|
|
Vested in 2019
|
|
(31,601
|
)
|
|
71.65
|
|
|
Forfeited in 2019
|
|
(7,781
|
)
|
|
77.50
|
|
|
Nonvested at September 28, 2019
|
|
65,019
|
|
|
$
|
81.20
|
|
|
|
Accumulated foreign currency translation (1)
|
|
Accumulated retirement liability
|
|
Accumulated gain (loss) on derivatives
|
|
Total
|
||||||||
AOCIL at September 30, 2017
|
|
$
|
(83,166
|
)
|
|
$
|
(251,865
|
)
|
|
$
|
(460
|
)
|
|
$
|
(335,491
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(17,663
|
)
|
|
5,557
|
|
|
(830
|
)
|
|
(12,936
|
)
|
||||
Amounts reclassified from AOCIL
|
|
1,414
|
|
|
21,200
|
|
|
709
|
|
|
23,323
|
|
||||
Other comprehensive income (loss)
|
|
(16,249
|
)
|
|
26,757
|
|
|
(121
|
)
|
|
10,387
|
|
||||
Tax Cuts and Jobs Act, reclassification from AOCIL to retained earnings (2)
|
|
—
|
|
|
(47,209
|
)
|
|
132
|
|
|
(47,077
|
)
|
||||
AOCIL at September 29, 2018
|
|
(99,415
|
)
|
|
(272,317
|
)
|
|
(449
|
)
|
|
(372,181
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
(26,501
|
)
|
|
(35,606
|
)
|
|
41
|
|
|
(62,066
|
)
|
||||
Amounts reclassified from AOCIL
|
|
(3,483
|
)
|
|
17,600
|
|
|
64
|
|
|
14,181
|
|
||||
Other comprehensive income (loss)
|
|
(29,984
|
)
|
|
(18,006
|
)
|
|
105
|
|
|
(47,885
|
)
|
||||
AOCIL at September 28, 2019
|
|
$
|
(129,399
|
)
|
|
$
|
(290,323
|
)
|
|
$
|
(344
|
)
|
|
$
|
(420,066
|
)
|
(1)
|
Net gains and losses on net investment hedges are recorded as cumulative translation adjustments in AOCIL to the extent that the instruments are effective in hedging the designated risk.
|
(2)
|
In 2018, we early adopted ASU 2018-02 and reclassified the stranded deferred tax effects resulting from the Tax Cuts and Jobs Act to retained earnings.
|
|
|
Statement of earnings classification
|
|
2019
|
|
2018
|
||||
Retirement liability:
|
|
|
|
|
|
|
||||
Prior service cost (credit)
|
|
|
|
$
|
(302
|
)
|
|
$
|
(344
|
)
|
Actuarial losses
|
|
|
|
23,682
|
|
|
29,610
|
|
||
Reclassification from AOCIL into earnings (1)
|
|
23,380
|
|
|
29,266
|
|
||||
Tax effect
|
|
|
|
(5,780
|
)
|
|
(8,066
|
)
|
||
Net reclassification from AOCIL into earnings
|
|
$
|
17,600
|
|
|
$
|
21,200
|
|
||
Derivatives:
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Sales
|
|
$
|
106
|
|
|
$
|
(388
|
)
|
Foreign currency contracts
|
|
Cost of sales
|
|
1,108
|
|
|
2,171
|
|
||
Interest rate swaps
|
|
Interest
|
|
(1,141
|
)
|
|
(697
|
)
|
||
Reclassification from AOCIL into earnings
|
|
73
|
|
|
1,086
|
|
||||
Tax effect
|
|
|
|
(9
|
)
|
|
(377
|
)
|
||
Net reclassification from AOCIL into earnings
|
|
$
|
64
|
|
|
$
|
709
|
|
(1)
|
The reclassifications are included in the computation of non-service pension expense, which is included in Other on the Consolidated Statement of Earnings.
|
|
|
|
2019
|
|
2018
|
||||
Retirement liability:
|
|
|
|
|
|
||||
Net actuarial gain (loss) during period
|
|
|
$
|
(44,001
|
)
|
|
$
|
6,544
|
|
Tax effect
|
|
|
8,395
|
|
|
(987
|
)
|
||
Net deferral in AOCIL of retirement liability
|
|
|
$
|
(35,606
|
)
|
|
$
|
5,557
|
|
Derivatives:
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
|
$
|
639
|
|
|
$
|
(2,449
|
)
|
Interest rate swaps
|
|
|
(525
|
)
|
|
1,579
|
|
||
Net gain (loss)
|
|
|
114
|
|
|
(870
|
)
|
||
Tax effect
|
|
|
(73
|
)
|
|
40
|
|
||
Net deferral in AOCIL of derivatives
|
|
$
|
41
|
|
|
$
|
(830
|
)
|
Market Type
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Military
|
|
$
|
622,126
|
|
|
$
|
571,886
|
|
|
$
|
522,110
|
|
Commercial
|
|
680,846
|
|
|
621,619
|
|
|
602,775
|
|
|||
Aircraft Controls
|
|
1,302,972
|
|
|
1,193,505
|
|
|
1,124,885
|
|
|||
Space
|
|
218,970
|
|
|
214,741
|
|
|
187,217
|
|
|||
Defense
|
|
464,498
|
|
|
366,136
|
|
|
341,986
|
|
|||
Space and Defense Controls
|
|
683,468
|
|
|
580,877
|
|
|
529,203
|
|
|||
Energy
|
|
120,771
|
|
|
163,888
|
|
|
145,344
|
|
|||
Industrial Automation
|
|
447,515
|
|
|
430,754
|
|
|
377,211
|
|
|||
Simulation and Test
|
|
122,935
|
|
|
127,321
|
|
|
126,135
|
|
|||
Medical
|
|
227,002
|
|
|
213,123
|
|
|
194,745
|
|
|||
Industrial Systems
|
|
918,223
|
|
|
935,086
|
|
|
843,436
|
|
|||
Net sales
|
|
$
|
2,904,663
|
|
|
$
|
2,709,468
|
|
|
$
|
2,497,524
|
|
Customer Type
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
680,846
|
|
|
$
|
621,619
|
|
|
$
|
602,775
|
|
U.S. Government (including OEM)
|
|
484,203
|
|
|
447,148
|
|
|
388,697
|
|
|||
Other
|
|
137,923
|
|
|
124,738
|
|
|
133,413
|
|
|||
Aircraft Controls
|
|
1,302,972
|
|
|
1,193,505
|
|
|
1,124,885
|
|
|||
Commercial
|
|
124,445
|
|
|
116,984
|
|
|
170,212
|
|
|||
U.S. Government (including OEM)
|
|
513,250
|
|
|
424,848
|
|
|
354,817
|
|
|||
Other
|
|
45,773
|
|
|
39,045
|
|
|
4,174
|
|
|||
Space and Defense Controls
|
|
683,468
|
|
|
580,877
|
|
|
529,203
|
|
|||
Commercial
|
|
888,132
|
|
|
904,439
|
|
|
805,934
|
|
|||
U.S. Government (including OEM)
|
|
20,452
|
|
|
25,886
|
|
|
28,226
|
|
|||
Other
|
|
9,639
|
|
|
4,761
|
|
|
9,276
|
|
|||
Industrial Systems
|
|
918,223
|
|
|
935,086
|
|
|
843,436
|
|
|||
Commercial
|
|
1,693,423
|
|
|
1,643,042
|
|
|
1,578,921
|
|
|||
U.S. Government (including OEM)
|
|
1,017,905
|
|
|
897,882
|
|
|
771,740
|
|
|||
Other
|
|
193,335
|
|
|
168,544
|
|
|
146,863
|
|
|||
Net sales
|
|
$
|
2,904,663
|
|
|
$
|
2,709,468
|
|
|
$
|
2,497,524
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating profit:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
122,701
|
|
|
$
|
129,772
|
|
|
$
|
116,797
|
|
Space and Defense Controls
|
|
88,990
|
|
|
67,615
|
|
|
49,989
|
|
|||
Industrial Systems
|
|
109,451
|
|
|
64,964
|
|
|
92,061
|
|
|||
Total operating profit
|
|
321,142
|
|
|
262,351
|
|
|
258,847
|
|
|||
Deductions from operating profit:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
39,269
|
|
|
36,238
|
|
|
34,551
|
|
|||
Equity-based compensation expense
|
|
6,464
|
|
|
5,804
|
|
|
4,582
|
|
|||
Non-service pension expense
|
|
12,746
|
|
|
6,778
|
|
|
12,594
|
|
|||
Corporate and other expenses, net
|
|
28,905
|
|
|
29,694
|
|
|
25,409
|
|
|||
Earnings before income taxes
|
|
$
|
233,758
|
|
|
$
|
183,837
|
|
|
$
|
181,711
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
41,144
|
|
|
$
|
40,795
|
|
|
$
|
41,977
|
|
Space and Defense Controls
|
|
18,014
|
|
|
17,900
|
|
|
18,980
|
|
|||
Industrial Systems
|
|
25,454
|
|
|
28,825
|
|
|
28,099
|
|
|||
Corporate
|
|
648
|
|
|
1,052
|
|
|
1,111
|
|
|||
Total depreciation and amortization
|
|
$
|
85,260
|
|
|
$
|
88,572
|
|
|
$
|
90,167
|
|
Identifiable assets:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
1,300,781
|
|
|
$
|
1,168,964
|
|
|
$
|
1,120,099
|
|
Space and Defense Controls
|
|
737,141
|
|
|
660,589
|
|
|
575,132
|
|
|||
Industrial Systems
|
|
1,040,659
|
|
|
1,077,022
|
|
|
1,124,950
|
|
|||
Corporate
|
|
35,656
|
|
|
57,473
|
|
|
270,411
|
|
|||
Total assets
|
|
$
|
3,114,237
|
|
|
$
|
2,964,048
|
|
|
$
|
3,090,592
|
|
Capital expenditures:
|
|
|
|
|
|
|
||||||
Aircraft Controls
|
|
$
|
68,595
|
|
|
$
|
46,705
|
|
|
$
|
36,216
|
|
Space and Defense Controls
|
|
23,903
|
|
|
22,452
|
|
|
15,173
|
|
|||
Industrial Systems
|
|
25,808
|
|
|
25,156
|
|
|
23,953
|
|
|||
Corporate
|
|
116
|
|
|
204
|
|
|
456
|
|
|||
Total capital expenditures
|
|
$
|
118,422
|
|
|
$
|
94,517
|
|
|
$
|
75,798
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,757,518
|
|
|
$
|
1,592,513
|
|
|
$
|
1,438,428
|
|
Germany
|
|
213,128
|
|
|
202,676
|
|
|
195,328
|
|
|||
Japan
|
|
166,690
|
|
|
158,686
|
|
|
152,148
|
|
|||
France
|
|
143,019
|
|
|
138,054
|
|
|
145,627
|
|
|||
Other
|
|
624,308
|
|
|
617,539
|
|
|
565,993
|
|
|||
Net sales
|
|
$
|
2,904,663
|
|
|
$
|
2,709,468
|
|
|
$
|
2,497,524
|
|
Property, plant and equipment, net:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
365,136
|
|
|
$
|
325,088
|
|
|
$
|
303,925
|
|
Philippines
|
|
61,910
|
|
|
63,870
|
|
|
64,260
|
|
|||
United Kingdom
|
|
56,253
|
|
|
61,438
|
|
|
64,065
|
|
|||
Other
|
|
103,468
|
|
|
102,469
|
|
|
90,741
|
|
|||
Property, plant and equipment, net
|
|
$
|
586,767
|
|
|
$
|
552,865
|
|
|
$
|
522,991
|
|
2019
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Total
|
||||||||||
Net sales
|
$
|
679,676
|
|
|
$
|
718,811
|
|
|
$
|
740,969
|
|
|
$
|
765,207
|
|
|
$
|
2,904,663
|
|
Gross profit
|
199,502
|
|
|
197,401
|
|
|
211,919
|
|
|
207,010
|
|
|
815,832
|
|
|||||
Net earnings attributable to Moog
|
44,069
|
|
|
42,359
|
|
|
47,465
|
|
|
45,855
|
|
|
179,748
|
|
|||||
Net earnings per share attributable to Moog:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.27
|
|
|
$
|
1.21
|
|
|
$
|
1.36
|
|
|
$
|
1.32
|
|
|
$
|
5.16
|
|
Diluted
|
$
|
1.25
|
|
|
$
|
1.20
|
|
|
$
|
1.35
|
|
|
$
|
1.31
|
|
|
$
|
5.11
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Total
|
||||||||||
Net sales
|
$
|
627,535
|
|
|
$
|
689,049
|
|
|
$
|
692,018
|
|
|
$
|
700,866
|
|
|
$
|
2,709,468
|
|
Gross profit
|
184,385
|
|
|
192,932
|
|
|
197,661
|
|
|
199,113
|
|
|
774,091
|
|
|||||
Net earnings attributable to Moog
|
1,299
|
|
|
13,965
|
|
|
40,683
|
|
|
40,560
|
|
|
96,507
|
|
|||||
Net earnings per share attributable to Moog:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.04
|
|
|
$
|
0.39
|
|
|
$
|
1.14
|
|
|
$
|
1.15
|
|
|
$
|
2.71
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
0.39
|
|
|
$
|
1.13
|
|
|
$
|
1.14
|
|
|
$
|
2.68
|
|
|
Estimated contract costs at completion
|
Description of the Matter
|
As discussed in Note 2 of the consolidated financial statements, revenue for certain of the Company’s contracts with its customers is recognized over time as work progresses toward completion and is measured based on the ratio of cumulative costs incurred to date to the estimated total contract costs at completion. For the year ended September 28, 2019, the Company recognized revenue of $1.8 billion or 64% of total revenue on this basis. In addition, contract loss reserves are recorded for open contracts for which total estimated contract costs are expected to exceed total contract revenues. Auditing management’s estimated contract costs at completion was complex and highly judgmental due to the significant judgments applied by management including the application of significant assumptions such as estimated direct labor hours, direct material costs, and other direct costs. A significant change in an estimate on one or more contracts could have a material effect on the Company’s results of operations.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of estimated contract costs at completion, including the determination of the underlying significant assumptions described above. To test the estimated contract cost at completion, we performed audit procedures that included, among others, inspecting the approved contract and inquiring of program managers regarding the nature of the contract and the scope of work to be performed, testing the actual costs incurred through inspection of source documentation and testing the significant assumptions described above. Our testing of each of these assumptions included a combination of inquiries of finance directors and program managers, inspection of source documentation to support the future estimated costs and analytical procedures comparing profit rates to similar contracts, as applicable. We also assessed the historical accuracy of management’s estimated costs at completion.
|
|
Recall reserves
|
Description of the Matter
|
As discussed in Note 2 of the consolidated financial statements, recall reserves are recorded for the additional work required to be performed on completed products in order for them to meet contract specifications. For the year ended September 28, 2019, the Company reported contract reserves of $60.9 million, including recall reserves, contract loss reserves, and contract-related reserves. Auditing management’s recall reserves was complex and highly judgmental due to the significant judgment applied by management to estimate the costs to rework products including the application of significant assumptions regarding the number of units to be recalled as well as the estimated labor and material costs to rework each unit.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of recall reserves, including the determination of the underlying significant assumptions described above. To test the calculation of the recall reserves, we performed audit procedures that included, among others, comparing the changes to the recall reserves balance during the twelve months ended September 28, 2019 to actual costs incurred as well as changes to the estimated costs for additional and remaining units, as appropriate, and assessing that the recall reserves are complete. Our testing of the completeness of the reserve and each of the significant assumptions identified above included inquiry of program managers, inspection of source documentation supporting the quantity of units and future estimated costs and analytical procedures comparing the historical costs of completed units to forecasted costs for remaining units, as applicable.
|
|
/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 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.
|
1
|
Financial Statements
|
|
Consolidated Statements of Earnings
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
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)
|
||
|
(ii)
|
||
(4
|
)
|
Instruments defining the rights of security holders, including indentures.
|
|
|
(a)
|
||
|
(b)
|
||
(10
|
)
|
Material contracts.
|
|
|
Credit and Securitization agreements.
|
||
|
(a)
|
||
|
(b)
|
||
|
(c)
|
||
|
(d)
|
||
|
(e)
|
||
|
(f)
|
||
|
(g)
|
||
|
(h)
|
||
|
(i)
|
||
|
(j)
|
||
|
Management contracts or compensatory plan or arrangement.
|
||
|
(k)
|
||
|
(l)
|
|
(m)
|
||
|
(n)
|
||
|
(o)
|
||
|
(p)
|
||
|
(q)
|
||
|
(r)
|
||
|
(s)
|
||
|
(t)
|
||
|
(u)
|
||
|
(v)
|
||
|
(w)
|
||
|
(x)
|
||
|
(y)
|
||
|
(z)
|
||
|
(aa)
|
||
|
Other material contracts.
|
||
|
(ab)
|
||
|
(ac)
|
||
|
(ad)
|
(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.
|
Name
|
State/Country of Incorporation
|
Curlin Medical Inc.
|
Delaware
|
Moog MDG SRL
|
Costa Rica
|
Viltechmeda UAB
|
Lithuania
|
ZEVEX, Inc.
|
Delaware
|
Harmonic Linear Drives Ltd.
|
England and Wales
|
Moog Asset Management LLC
|
Delaware
|
Moog Australia Pty., Ltd.
|
Australia
|
Moog do Brasil Controles Ltda.
|
Brazil
|
Moog Controls Corp.
|
Ohio
|
Moog Controls Hong Kong Ltd.
|
Hong Kong
|
Moog Control Systems (Shanghai) Co., Ltd.
|
People's Republic of China
|
Moog Industrial Controls (Shanghai) Co., Ltd.
|
People's Republic of China
|
Moog Controls (India) Pvt. Ltd. (56% Moog Inc.; 44% Moog Singapore Pte. Ltd.)
|
India
|
Moog Controls Ltd.
|
United Kingdom
|
Moog Reading Limited
|
United Kingdom
|
Tritech Holdings Limited
|
United Kingdom
|
Tritech International Limited
|
United Kingdom
|
Tritech do Brasil Servicos E Equipamentos Submarinos Ltda.
|
Brazil
|
Moog Fernau Ltd.
|
United Kingdom
|
Moog Norden AB
|
Sweden
|
Moog Wolverhampton Limited
|
United Kingdom
|
Moog Europe Holdings Luxembourg SCS
|
Luxembourg
|
Moog Holding GmbH & Co. KG
|
Germany
|
Insensys Holdings Ltd.
|
United Kingdom
|
Moog Insensys Limited
|
United Kingdom
|
Moog Brno s.r.o
|
Czech Republic
|
Moog B.V.
|
Netherlands
|
Moog GmbH
|
Germany
|
Moog Italiana S.r.l.
|
Italy
|
Moog Luxembourg S.A.R.L.
|
Luxembourg
|
Moog Memmingen GmbH
|
Germany
|
Moog Rekofa GmbH
|
Germany
|
Moog Control Equipment (Shanghai) Co., Ltd.
|
People's Republic of China
|
Obshestwo s Ogranizennoi Otwetstwennostju MOOG
|
Russia
|
VSM Antriebstechnik GmbH
|
Germany
|
Moog Luxembourg Finance S.A.R.L.
|
Luxembourg
|
Focal Technologies Corporation
|
Nova Scotia
|
Moog International Financial Services Center S.a.r.l.
|
Luxembourg
|
Moog Verwaltungs GmbH
|
Germany
|
Moog Ireland Limited
|
Ireland
|
Moog Japan Ltd.
|
Japan
|
Moog Korea Ltd.
|
South Korea
|
Moog Receivables LLC
|
Delaware
|
Moog S.A.R.L. (95% Moog Inc.; 5% Moog GmbH)
|
France
|
Moog Singapore Pte. Ltd.
|
Singapore
|
Moog Aircraft Services Asia PTE LTD. (Joint Venture - 51%)
|
Singapore
|
Moog EM Solutions (India) Private Limited
|
India
|
Moog India Technology Center Pvt. Ltd.
|
India
|
Moog Motion Controls Private Limited
|
India
|
Description of Registrant's Securities. (Filed herewith)
|
|
|
|
Consent of Ernst & Young LLP. (Filed herewith)
|
|
|
|
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)
|
|
|
|
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)
|
|
|
|
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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*
|
|
and other **
|
|
of year
|
||||||||||
Fiscal year ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract reserves
|
|
$
|
36,793
|
|
|
$
|
43,874
|
|
|
$
|
34,384
|
|
|
$
|
31
|
|
|
$
|
46,314
|
|
Allowance for doubtful accounts
|
|
4,538
|
|
|
1,291
|
|
|
1,786
|
|
|
308
|
|
|
4,351
|
|
|||||
Reserve for inventory valuation
|
|
109,192
|
|
|
12,661
|
|
|
14,019
|
|
|
705
|
|
|
108,539
|
|
|||||
Deferred tax valuation allowance
|
|
10,938
|
|
|
895
|
|
|
7,172
|
|
|
115
|
|
|
4,776
|
|
|||||
Fiscal year ended September 29, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract reserves
|
|
$
|
46,314
|
|
|
$
|
36,830
|
|
|
$
|
34,241
|
|
|
$
|
(85
|
)
|
|
$
|
48,818
|
|
Allowance for doubtful accounts
|
|
4,351
|
|
|
2,213
|
|
|
1,468
|
|
|
(137
|
)
|
|
4,959
|
|
|||||
Reserve for inventory valuation
|
|
108,539
|
|
|
33,569
|
|
|
15,540
|
|
|
(1,252
|
)
|
|
125,316
|
|
|||||
Deferred tax valuation allowance
|
|
4,776
|
|
|
10,499
|
|
|
101
|
|
|
7
|
|
|
15,181
|
|
|||||
Fiscal year ended September 28, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract reserves
|
|
$
|
48,818
|
|
|
$
|
45,464
|
|
|
$
|
35,714
|
|
|
$
|
2,346
|
|
|
$
|
60,914
|
|
Allowance for doubtful accounts
|
|
4,959
|
|
|
1,522
|
|
|
891
|
|
|
(188
|
)
|
|
5,402
|
|
|||||
Reserve for inventory valuation
|
|
125,316
|
|
|
23,227
|
|
|
12,716
|
|
|
(1,642
|
)
|
|
134,185
|
|
|||||
Deferred tax valuation allowance
|
|
15,181
|
|
|
274
|
|
|
1,808
|
|
|
(510
|
)
|
|
13,137
|
|
By
|
/s/ JOHN R. SCANNELL
|
|
John R. Scannell
|
|
Chief Executive Officer
|
|
Date: November 12, 2019
|
/s/ JOHN R. SCANNELL
|
|
/s/ KRAIG H. KAYSER
|
John R. Scannell
|
|
Kraig H. Kayser
|
Chairman of the Board and Director
|
|
Director
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/ DONALD R. FISHBACK
|
|
/s/ R. BRADLEY LAWRENCE
|
Donald R. Fishback
|
|
R. Bradley Lawrence
|
Director
|
|
Director
|
Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
/s/ MICHAEL J. SWOPE
|
|
/s/ BRIAN J. LIPKE
|
Michael J. Swope
|
|
Brian J. Lipke
|
Controller
|
|
Director
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
/s/ WILLIAM G. GISEL, JR.
|
|
/s/ BRENDA L. REICHELDERFER
|
William G. Gisel, Jr.
|
|
Brenda L. Reichelderfer
|
Director
|
|
Director
|
|
|
|
|
|
|
/s/ PETER J. GUNDERMANN
|
|
|
Peter J. Gundermann
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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
|
d)
|
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
|
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 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 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
|
d)
|
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
|
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.
|