MOOG INC. [MOG-B] Filings

10-Q 1 mog-20240629.htm 10-Q mog-20240629

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 1-05129

MOOG Inc.

(Exact name of registrant as specified in its charter)

New York

16-0757636

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

400 Jamison Road

East Aurora,

New York

14052-0018

(Address of Principal Executive Offices)

(Zip Code)

(716) 652-2000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	MOG.A	New York Stock Exchange
Class B common stock	MOG.B	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each class of common stock as of July 19, 2024 was:

Class A common stock, 28,765,302 shares

Class B common stock, 3,225,328 shares

Table of Contents

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

PAGE

Item 1

Financial Statements (Unaudited):

Consolidated Condensed Statements of Earnings

Consolidated Condensed Statements of Comprehensive Income

Consolidated Condensed Balance Sheets

Consolidated Condensed Statements of Shareholders' Equity

Consolidated Condensed Statements of Cash Flows

Notes to Consolidated Condensed Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3

Quantitative and Qualitative Disclosures about Market Risk

Item 4

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Condensed Statements of Earnings

(Unaudited)


	Three Months Ended				Nine Months Ended
(dollars in thousands, except share and per share data)	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net sales	$	904,735	$	850,176	$	2,691,888	$	2,447,071
Cost of sales	651,672		627,543		1,938,673		1,799,437
Inventory write-down	1,600		—		1,775		—
Gross profit	251,463		222,633		751,440		647,634
Research and development	27,791		26,502		86,752		77,107
Selling, general and administrative	126,361		121,935		370,047		351,795
Interest	18,153		17,256		52,850		45,351
Asset impairment	112		435		6,862		1,654
Restructuring	3,984		1,642		12,623		4,737

Gain on sale of buildings	—		—		—		(10,030)
Other	4,157		4,525		10,041		10,077
Earnings before income taxes	70,905		50,338		212,265		166,943
Income taxes	14,545		7,951		48,090		35,527




Net earnings	$	56,360	$	42,387	$	164,175	$	131,416

Net earnings per share
Basic	$	1.76	$	1.33	$	5.14	$	4.13
Diluted	$	1.74	$	1.32	$	5.08	$	4.11

Weighted average common shares outstanding
Basic	31,960,165		31,838,961		31,943,365		31,811,034
Diluted	32,409,370		32,067,391		32,342,700		31,995,340
See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

Consolidated Condensed Statements of Comprehensive Income

(Unaudited)


	Three Months Ended				Nine Months Ended
(dollars in thousands)	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net earnings	$	56,360	$	42,387	$	164,175	$	131,416
Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment	(6,650)		5,470		10,637		67,749
Retirement liability adjustment	2,059		2,028		5,910		5,259
Change in accumulated loss on derivatives	—		201		518		3,200
Other comprehensive income (loss), net of tax	(4,591)		7,699		17,065		76,208



Comprehensive income	$	51,769	$	50,086	$	181,240	$	207,624
See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

Consolidated Condensed Balance Sheets

(Unaudited)


(dollars in thousands)	June 29, 2024		September 30, 2023
ASSETS
Current assets
Cash and cash equivalents	$	50,572	$	68,959
Restricted cash	946		185
Receivables, net	452,967		434,723
Unbilled receivables	766,445		706,601
Inventories, net	831,377		724,002
Prepaid expenses and other current assets	70,081		50,862
Total current assets	2,172,388		1,985,332
Property, plant and equipment, net	886,013		814,696
Operating lease right-of-use assets	57,669		56,067
Goodwill	827,319		821,301
Intangible assets, net	66,422		71,637
Deferred income taxes	9,050		8,749
Other assets	48,887		50,254
Total assets	$	4,067,748	$	3,808,036
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities


Accounts payable	$	266,294	$	264,573
Accrued compensation	98,981		111,154
Contract advances and progress billings	353,496		377,977

Accrued liabilities and other	269,633		211,769
Total current liabilities	988,404		965,473
Long-term debt, excluding current installments	958,127		863,092
Long-term pension and retirement obligations	160,635		157,455
Deferred income taxes	13,668		37,626
Other long-term liabilities	153,122		148,303
Total liabilities	2,273,956		2,171,949


Shareholders’ equity
Common stock - Class A	43,835		43,822
Common stock - Class B	7,445		7,458
Additional paid-in capital	726,656		608,270
Retained earnings	2,634,633		2,496,979
Treasury shares	(1,073,027)		(1,057,938)
Stock Employee Compensation Trust	(167,757)		(114,769)
Supplemental Retirement Plan Trust	(140,449)		(93,126)
Accumulated other comprehensive loss	(237,544)		(254,609)
Total shareholders’ equity	1,793,792		1,636,087


Total liabilities and shareholders’ equity	$	4,067,748	$	3,808,036
See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

Consolidated Condensed Statements of Shareholders' Equity

(Unaudited)


	Three Months Ended				Nine Months Ended
(dollars in thousands)	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
COMMON STOCK
Beginning and end of period	$	51,280	$	51,280	$	51,280	$	51,280
ADDITIONAL PAID-IN CAPITAL
Beginning of period	702,272		576,506		608,270		516,123
Issuance of treasury shares	(127)		3,312		6,159		7,627
Equity-based compensation expense	3,316		1,726		8,952		6,297

Adjustment to market - SECT and SERP	21,195		12,478		103,275		63,975
End of period	726,656		594,022		726,656		594,022
RETAINED EARNINGS
Beginning of period	2,587,222		2,432,225		2,496,979		2,360,055
Net earnings	56,360		42,387		164,175		131,416
Dividends (1)	(8,949)		(8,600)		(26,521)		(25,459)


End of period	2,634,633		2,466,012		2,634,633		2,466,012
TREASURY SHARES AT COST
Beginning of period	(1,071,558)		(1,056,187)		(1,057,938)		(1,047,012)

Class A and B shares issued related to compensation	125		305		6,743		9,312
Class A and B shares purchased	(1,594)		(2,676)		(21,832)		(20,858)
End of period	(1,073,027)		(1,058,558)		(1,073,027)		(1,058,558)
STOCK EMPLOYEE COMPENSATION TRUST ("SECT")
Beginning of period	(153,295)		(99,880)		(114,769)		(73,602)
Issuance of shares	882		68		16,670		9,863
Purchase of shares	(4,889)		(2,814)		(13,706)		(10,035)
Adjustment to market	(10,455)		(7,133)		(55,952)		(35,985)
End of period	(167,757)		(109,759)		(167,757)		(109,759)
SUPPLEMENTAL RETIREMENT PLAN ("SERP") TRUST
Beginning of period	(129,709)		(81,634)		(93,126)		(58,989)


Adjustment to market	(10,740)		(5,345)		(47,323)		(27,990)
End of period	(140,449)		(86,979)		(140,449)		(86,979)
ACCUMULATED OTHER COMPREHENSIVE LOSS
Beginning of period	(232,953)		(242,533)		(254,609)		(311,042)
Other comprehensive income (loss)	(4,591)		7,699		17,065		76,208

End of period	(237,544)		(234,834)		(237,544)		(234,834)
TOTAL SHAREHOLDERS’ EQUITY	$	1,793,792	$	1,621,184	$	1,793,792	$	1,621,184
See accompanying Notes to Consolidated Condensed Financial Statements.

(1) Cash dividends were $0.28 and $0.83 per share for the three and nine months ended June 29, 2024 and $0.27 and $0.80 per share for three and nine months ended July 1, 2023.

Table of Contents

Consolidated Condensed Statements of Shareholders’ Equity, Shares

(Unaudited)


	Three Months Ended		Nine Months Ended
(share data)	June 29, 2024	July 1, 2023	June 29, 2024	July 1, 2023
COMMON STOCK - CLASS A
Beginning of period	43,826,350	43,806,835	43,822,344	43,806,835
Conversion of Class B to Class A	8,122	604	12,128	604
End of period	43,834,472	43,807,439	43,834,472	43,807,439
COMMON STOCK - CLASS B
Beginning of period	7,453,363	7,472,878	7,457,369	7,472,878
Conversion of Class B to Class A	(8,122)	(604)	(12,128)	(604)
End of period	7,445,241	7,472,274	7,445,241	7,472,274
TREASURY SHARES - CLASS A COMMON STOCK
Beginning of period	(14,645,847)	(14,663,116)	(14,657,897)	(14,614,444)

Class A shares issued related to compensation	2,285	3,130	22,670	44,749
Class A shares purchased	(993)	(1,130)	(9,328)	(91,421)
End of period	(14,644,555)	(14,661,116)	(14,644,555)	(14,661,116)
TREASURY SHARES - CLASS B COMMON STOCK
Beginning of period	(2,865,801)	(2,946,838)	(2,896,845)	(3,020,291)
Class B shares issued related to compensation	8,688	41,192	177,153	243,723
Class B shares purchased	(8,688)	(27,787)	(146,109)	(156,865)
End of period	(2,865,801)	(2,933,433)	(2,865,801)	(2,933,433)
SECT - CLASS A COMMON STOCK



Beginning and end of period	(425,148)	(425,148)	(425,148)	(425,148)
SECT - CLASS B COMMON STOCK
Beginning of period	(544,075)	(577,327)	(592,128)	(611,942)
Issuance of shares	5,325	680	116,770	113,105
Purchase of shares	(29,662)	(28,023)	(93,054)	(105,833)
End of period	(568,412)	(604,670)	(568,412)	(604,670)
SERP - CLASS B COMMON STOCK



Beginning and end of period	(826,170)	(826,170)	(826,170)	(826,170)
See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

Consolidated Condensed Statements of Cash Flows

(Unaudited)


	Nine Months Ended
(dollars in thousands)	June 29, 2024		July 1, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	164,175	$	131,416
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation	64,302		56,780
Amortization	7,677		8,725
Deferred income taxes	(26,483)		(26,680)
Equity-based compensation expense	11,301		8,121


Gain on sale of buildings	—		(10,030)
Asset impairment and inventory write-down	8,637		1,654
Other	5,374		5,083
Changes in assets and liabilities providing (using) cash:
Receivables	(18,677)		(62,439)
Unbilled receivables	(57,723)		(100,820)
Inventories	(105,629)		(102,782)
Accounts payable	918		8,514
Contract advances and progress billings	(26,882)		65,746
Accrued expenses	36,928		(30,697)
Accrued income taxes	9,832		21,568
Net pension and post retirement liabilities	8,783		11,199
Other assets and liabilities	(35,978)		(2,455)
Net cash provided (used) by operating activities	46,555		(17,097)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	(5,911)		—
Purchase of property, plant and equipment	(109,616)		(125,074)
Net proceeds from businesses sold	1,627		959
Net proceeds from buildings sold	—		19,702
Other investing transactions	(646)		(9,482)
Net cash used by investing activities	(114,546)		(113,895)
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from revolving lines of credit	784,500		711,732
Payments on revolving lines of credit	(691,000)		(536,826)

Payments on long-term debt	—		(219)



Payments on finance lease obligations	(4,468)		(3,449)
Payment of dividends	(26,521)		(25,459)
Proceeds from sale of treasury stock	7,579		12,765
Purchase of outstanding shares for treasury	(21,832)		(23,133)
Proceeds from sale of stock held by SECT	16,670		9,863
Purchase of stock held by SECT	(14,296)		(10,035)



Other financing transactions	—		(2,026)
Net cash provided by financing activities	50,632		133,213
Effect of exchange rate changes on cash	(267)		3,950
Increase (decrease) in cash, cash equivalents and restricted cash	(17,626)		6,171
Cash, cash equivalents and restricted cash at beginning of period	69,144		119,233
Cash, cash equivalents and restricted cash at end of period	$	51,518	$	125,404

SUPPLEMENTAL CASH FLOW INFORMATION


Treasury shares issued as compensation	$	5,323	$	4,174
Assets acquired through lease financing	27,034		56,683
See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

Notes to Consolidated Condensed Financial Statements

Nine Months Ended June 29, 2024

(Unaudited)

(dollars in thousands, except per share data)

Note 1 - Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for the fair presentation of results for the interim period have been included. The results of operations for the three and nine months ended June 29, 2024 are not necessarily indicative of the results expected for the full year. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our Form 10-K for the fiscal year ended September 30, 2023. All references to years in these financial statements are to fiscal years.

Effective October 1, 2023, we made changes to our segment reporting structure that resulted in four reporting segments. Our former Aircraft Controls segment has been separated into Military Aircraft and Commercial Aircraft. The Goodwill, Restructuring and Segment footnotes have been restated to reflect this change.

Recent Accounting Pronouncements Adopted

There have been no new accounting pronouncements adopted for the nine months ended June 29, 2024.

Recent Accounting Pronouncements Not Yet Adopted

Standard

Description

Financial Statement Effect or Other Significant Matters

ASU no. 2023-07

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

This standard requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The provisions of the standard are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendment requires retrospective application to all prior periods presented in the financial statements.

We are currently reviewing the guidance and evaluating the impact on our financial statements and related disclosures.

Planned date of adoption:
FY 2025

ASU no. 2023-09

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

This standard expands annual income tax disclosures to require specific categories in the rate reconciliation table to be disclosed using both percentages and reporting currency amounts and requires additional information for reconciling items that meet a quantitative threshold. Additionally, the amendment requires disclosure of income taxes paid by jurisdiction. The provisions of the standard are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted.

We are currently reviewing the guidance and evaluating the impact on our financial statements and related disclosures.

Planned date of adoption:
FY 2026

We consider the applicability and impact of all Accounting Standard Updates ("ASU"). ASUs not listed above were assessed and determined to be either not applicable, or had or are expected to have an immaterial impact on our financial statements and related disclosures.

Table of Contents

Note 2 - Revenue from Contracts with Customers

We recognize revenue from contracts with customers using the five-step model prescribed in ASC 606. The first step is identifying the contract. The identification of a contract with a customer requires an assessment of each party’s rights and obligations regarding the products or services to be transferred, including an evaluation of termination clauses and presently enforceable rights and obligations. Each party’s rights and obligations and the associated terms and conditions are typically determined in purchase orders. For sales that are governed by master supply agreements under which provisions define specific program requirements, purchase orders are issued under these agreements to reflect presently enforceable rights and obligations for the units of products and services being purchased.

Contracts are sometimes modified to account for changes in contract specifications and requirements. When this occurs, we assess the modification as prescribed in ASC 606 and determine whether the existing contract needs to be modified (and revenue cumulatively caught up), whether the existing contract needs to be terminated and a new contract needs to be created, or whether the existing contract remains and a new contract needs to be created. This is determined based on the rights and obligations within the modification as well as the associated transaction price.

The next step is identifying the performance obligations. A performance obligation is a promise to transfer goods or services to a customer that is distinct in the context of the contract, as defined by ASC 606. We identify a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of our assessment, we consider all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The products and services in our contracts are typically not distinct from one another due to their complexity and reliance on each other or, in many cases, we provide a significant integration service. Accordingly, many of our contracts are accounted for as one performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated or involve different product life cycles. Warranties are provided on certain contracts, but do not typically provide for services beyond standard assurances and are therefore not distinct performance obligations under ASC 606.

The third step is determining the transaction price, which represents the amount of consideration we expect to be entitled to receive from a customer in exchange for providing the goods or services. There are times when this consideration is variable, for example a volume discount, and must be estimated. Sales, use, value-added, and excise taxes are excluded from the transaction price, where applicable.

The fourth step is allocating the transaction price. The transaction price must be allocated to the performance obligations identified in the contract based on relative stand-alone selling prices when available, or an estimate for each distinct good or service in the contract when standalone prices are not available. Our contracts with customers generally require payment under normal commercial terms after delivery. Payment terms are typically within 30 to 60 days of delivery. The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment.

The final step is the recognition of revenue. We recognize revenue as the performance obligations are satisfied. ASC 606 provides guidance to help determine if we are satisfying the performance obligation at a point in time or over time. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative use of the product or service. In essence, we recognize revenue when, or as control of, the promised goods or services transfer to the customer.

Revenue is recognized using either the over time or point in time method. The over-time method of revenue recognition is predominantly used in Space and Defense, Military Aircraft and Commercial Aircraft. We use this method for U.S. Government contracts and repair and overhaul arrangements as we are creating or enhancing assets that the customer controls as the assets are being created or enhanced. In addition, many of our large commercial contracts qualify for over-time accounting as our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed to date. Our over-time contracts are primarily firm fixed price.

Table of Contents

Revenue recognized at the point in time control is transferred to the customer is used most frequently in Industrial. We use this method for commercial contracts in which the asset being created has an alternative use. We determine the point in time control transfers to the customer by weighing the five indicators provided by ASC 606 - the entity has a present right to payment; the customer has legal title; the customer has physical possession; the customer has significant risks and rewards of ownership; and the customer has accepted the asset. When control has transferred to the customer, profit is generated as cost of sales is recorded and as revenue is recognized. Inventory costs include all product manufacturing costs such as direct material, direct labor, other direct costs and indirect overhead cost allocations. Shipping and handling costs are considered costs to fulfill a contract and not considered performance obligations. They are included in cost of sales as incurred.

Revenue is recognized over time on contracts using the cost-to-cost method of accounting as work progresses toward completion as determined by the ratio of cumulative costs incurred to date to estimated total contract costs at completion, multiplied by the total estimated contract revenue, less cumulative revenue recognized in prior periods. We believe that cumulative costs incurred to date as a percentage of estimated total contract costs at completion is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of our work and transfer of control to our customers. Changes in estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. Estimates are reviewed and updated quarterly for substantially all contracts. For the three and nine months ended June 29, 2024 we recognized lower revenue of $10,565 and $8,181 respectively, for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods. For the three and nine months ended July 1, 2023 we recognized lower revenue of $5,114 and $7,180, respectively, for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods.

Contract costs include only allocable, allowable and reasonable costs which are included in cost of sales when incurred. For applicable U.S. Government contracts, contract costs are determined in accordance with the Federal Acquisition Regulations and the related Cost Accounting Standards. The nature of these costs includes development engineering costs and product manufacturing costs such as direct material, direct labor, other direct costs and indirect overhead costs. Contract profit is recorded as a result of the revenue recognized less costs incurred in any reporting period. Variable consideration and contract modifications, such as performance incentives, penalties, contract claims or change orders are considered in estimating revenues, costs and profits when they can be reliably estimated and realization is considered probable. Revenue recognized on contracts for unresolved claims or unapproved contract change orders was not material for the three and nine months ended June 29, 2024.

As of June 29, 2024, we had contract reserves of $67,707. For contracts with anticipated losses at completion, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract losses are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations that are treated as period expenses. Loss reserves are more common on firm fixed-price contracts that involve, to varying degrees, the design and development of new and unique controls or control systems to meet the customers’ specifications. We calculate contract losses at the contract level, versus the performance obligation level. Recall reserves are recorded when additional work is needed on completed products for them to meet contract specifications. Contract-related loss reserves are recorded for the additional work needed on completed and delivered products in order for them to meet contract specifications.

Table of Contents

Contract Assets and Liabilities

Unbilled receivables (contract assets) primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Unbilled receivables are classified as current assets and in accordance with industry practice, include amounts that may be billed and collected beyond one year due to the long term nature of our contracts.

Contract advances and progress billings (contract liabilities) relate to payments received from customers in advance of the satisfaction of performance obligations for a contract (contract advances) and when billings are in excess of revenue recognized (progress billings). These amounts are recorded as contract liabilities until such obligations are satisfied, either over-time as costs are incurred or at a point when deliveries are made. We do not consider contract advances and progress billings to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in our industry.

For contracts recognized using the cost-to-cost method, the amount of unbilled receivables or contract advances and progress billings is determined for each contract to determine the contract asset or contract liability position at the end of each reporting period.

Total contract assets and contract liabilities are as follows:


	June 29, 2024		September 30, 2023
Unbilled receivables	$	766,445	$	706,601
Contract advances and progress billings	353,496		377,977
Net contract assets	$	412,949	$	328,624

The net increase in contract assets reflects the impact of additional unbilled revenues and a decrease in contract advances and progress billings during the period. For the three and nine months ended June 29, 2024, we recognized $71,811 and $215,019 of revenue, that was included in the contract liability balance at the beginning of the year.

Remaining Performance Obligations

As of June 29, 2024, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) was $5,000,000. We expect to recognize approximately 50% of that amount as sales over the next twelve months and the balance thereafter.

Disaggregation of Revenue

See Note 20 - Segments, for disclosures related to disaggregation of revenue.

Table of Contents

Note 3 - Acquisitions and Divestitures

Acquisitions

On October 20, 2023, we acquired Data Collection Limited ("DCL") based in Auckland, New Zealand for a purchase price, net of acquired cash, of $5,911. DCL specializes in manufacturing and operating pavement surveying equipment and providing innovative solutions for measuring and managing pavements. This operation is included in our Military Aircraft segment.

Divestitures

On September 30, 2022, we sold a sonar business based in the United Kingdom previously included in our Industrial segment. We have cumulatively received net proceeds of $14,702 and recorded a loss of $15,246, net of transaction costs.

On December 3, 2021, we sold the assets of our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Military Aircraft segment to Thales USA Inc. We have cumulatively received net proceeds of $36,550 and recorded a gain of $15,242, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in escrow.

Table of Contents

Note 4 - Receivables

Receivables consist of:


	June 29, 2024		September 30, 2023
Accounts receivable	$	420,837	$	426,804



Other	35,154		11,929
Less allowance for credit losses	(3,024)		(4,010)
Receivables, net	$	452,967	$	434,723

During the nine months ended June 29, 2024, we recorded a write-down of $1,152 associated with the U.S. Army announcement cancelling the next generation Future Attack Reconnaissance Aircraft ("FARA") program.

On December 13, 2023, Moog Receivables LLC (the "Receivables Subsidiary"), a wholly owned bankruptcy remote special purpose subsidiary of Moog Inc. (the "Company"), as seller, the Company, as master servicer, Wells Fargo Bank, N.A., as administrative agent (the "Agent") and certain purchasers (collectively, the "Purchasers") entered into the Third Amendment to the Amended and Restated Receivables Purchase Agreement (the "RPA"). The RPA amendment increased the capacity from $100,000 to $125,000 and extended the maturity date from November 4, 2024 to December 11, 2026. The RPA is subject to customary termination events related to transactions of this type.

Under the RPA, the Receivables Subsidiary may sell receivables to the Purchasers in amounts up to a $125,000 limit. The receivables will be sold to the Purchasers in consideration for the Purchasers making payments of cash, which is referred to as "capital" for purposes of the RPA, to the Receivables Subsidiary in accordance with the terms of the RPA. The Receivables Subsidiary may sell receivables to the Purchasers so long as certain conditions are satisfied, including that, at any date of determination, the aggregate capital paid to the Receivables Subsidiary does not exceed a "capital coverage amount," equal to an adjusted net receivables pool balance minus a required reserve. Each Purchaser's share of capital accrues yield at a variable rate plus an applicable margin.

The parties intend that the conveyance of receivables to the Agent, for the ratable benefit of the Purchasers will constitute a purchase and sale of receivables and not a pledge for security. The Receivables Subsidiary has guaranteed to each Purchaser and Agent the prompt payment of sold receivables, and to secure the prompt payment and performance of such guaranteed obligations, the Receivables Subsidiary has granted a security interest to the Agent, for the benefit of the Purchasers, in all assets of the Receivables Subsidiary. The assets of the Receivables Subsidiary are not available to pay our creditors or any affiliate thereof. In our capacity as master servicer under the RPA, we are responsible for administering and collecting receivables and have made customary representations, warranties, covenants and indemnities. We also provided a performance guarantee for the benefit of the Purchaser.

The proceeds of the RPA are classified as operating activities in our Consolidated Condensed Statements of Cash Flows. Cash received from collections of sold receivables is used by the Receivables Subsidiary to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchaser. Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection. Total receivables sold under the RPA were $177,916 and $501,522 for the three and nine months ended June 29, 2024, respectively. Total cash collections under the RPA were $177,916 and $476,522 for the three and nine months ended June 29, 2024, respectively. The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.

As of June 29, 2024, the amount sold to the Purchasers was $125,000, which was derecognized from the Consolidated Condensed Balance Sheets. As collateral against sold receivables, the Receivables Subsidiary maintains a certain level of unsold receivables, which was $645,261 at June 29, 2024.

The allowance for credit losses is based on our assessment of the collectability of customer accounts. The allowance is determined by considering factors such as historical experience, credit quality, age of the accounts receivable, current economic conditions and reasonable forecasted financial information that may affect a customer’s ability to pay.

Note 5 - Inventories

Inventories, net of reserves, consist of:


	June 29, 2024		September 30, 2023
Raw materials and purchased parts	$	298,352	$	270,305
Work in progress	441,810		368,277
Finished goods	91,215		85,420
Inventories, net	$	831,377	$	724,002

There are no material inventoried costs relating to over-time contracts where revenue is accounted for using the cost-to-cost method of accounting as of June 29, 2024 and September 30, 2023.

For the three and nine months ended June 29, 2024, we recorded $1,600 and $1,775 of write-downs, respectively. During the three months ended June 29, 2024, we recorded $1,600 as a result of excess and obsolete inventories related to restructuring actions taken to close an Industrial facility and transfer remaining production.

Note 6 - Property, Plant and Equipment

Property, plant and equipment consists of:


	June 29, 2024		September 30, 2023
Land	$	31,431	$	31,417
Buildings and improvements	690,241		646,079
Machinery and equipment	869,530		827,257
Computer equipment and software	227,366		228,284
Property, plant and equipment, at cost	1,818,568		1,733,037
Less accumulated depreciation and amortization	(932,555)		(918,341)
Property, plant and equipment, net	$	886,013	$	814,696

Note 7 - Leases

We lease certain manufacturing facilities, office space and machinery and equipment globally. At inception, we evaluate whether a contractual arrangement contains a lease. Specifically, we consider whether we control the underlying asset and have the right to obtain substantially all the economic benefits or outputs from the asset. If the contractual arrangement contains a lease, we then determine the classification of the lease, operating or finance, using the classification criteria described in ASC 842. We then determine the term of the lease based on terms and conditions of the contractual arrangement, including whether the options to extend or terminate the lease are reasonably certain to be exercised. We have elected to not separate lease components from non-lease components, such as common area maintenance charges and instead, account for the lease and non-lease components as a single component.

Our lease right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and our lease liabilities represent our obligation to make lease payments. Operating lease ROU assets are included in Operating lease right-of-use assets and operating lease liabilities are included in Accrued liabilities and other and Other long-term liabilities on the Consolidated Condensed Balance Sheets. Finance lease ROU assets are included in Property, plant and equipment and finance lease liabilities are included in Accrued liabilities and other, and Other long-term liabilities on the Consolidated Condensed Balance Sheets. Operating lease cost is included in Cost of sales and Selling, general and administrative on the Consolidated Condensed Statements of Earnings. Finance lease cost is included in Cost of sales, Selling, general and administrative and Interest on the Consolidated Condensed Statements of Earnings.

The ROU assets and lease liabilities for both operating and finance leases are recognized as of the commencement date at the net present value of the fixed minimum lease payments over the term of the lease, using the discount rate described below. Variable lease payments are recorded in the period in which the obligation for the payment is incurred. Variable lease payments based on an index or rate are initially measured using the index or rate as of the commencement date of the lease and included in the fixed minimum lease payments. For short-term leases that have a term of 12 months or less as of the commencement date, we do not recognize a ROU asset or lease liability on our balance sheet; we recognize expense as the lease payments are made over the lease term.

The discount rate used to calculate the present value of our leases is the rate implicit in the lease. If the information necessary to determine the rate implicit in the lease is not available, we use our incremental borrowing rate for collateralized debt, which is determined using our credit rating and other information available as of the lease commencement date.

The components of lease expense were as follows:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Operating lease cost	$	7,897	$	7,386	$	23,112	$	22,341

Finance lease cost:
Amortization of right-of-use assets	$	2,365	$	1,471	$	6,263	$	3,589
Interest on lease liabilities	1,421		959		3,988		1,750
Total finance lease cost	$	3,786	$	2,430	$	10,251	$	5,339

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended
	June 29, 2024		July 1, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow for operating leases	$	23,631	$	22,523
Operating cash flow for finance leases	3,988		1,750
Financing cash flow for finance leases	4,468		3,449
Assets obtained in exchange for lease obligations:
Operating leases	$	10,125	$	4,857
Finance leases	16,909		51,826

Supplemental balance sheet information related to leases was as follows:


	June 29, 2024			September 30, 2023
Operating Leases:
Operating lease right-of-use assets	$	57,669		$	56,067

Accrued liabilities and other	$	11,807		$	11,283
Other long-term liabilities	56,741			56,398
Total operating lease liabilities	$	68,548		$	67,681

Finance Leases:
Property, plant, and equipment, at cost	$	104,083		$	85,324
Accumulated depreciation	(17,582)			(10,913)
Property, plant, and equipment, net	$	86,501		$	74,411

Accrued liabilities and other	$	7,828		$	5,621
Other long-term liabilities	82,945			71,225
Total finance lease liabilities	$	90,773		$	76,846

Weighted average remaining lease term in years:
Operating leases	6.3			6.9
Finance leases	20.7			23.1

Weighted average discount rates:
Operating leases	5.2		%	5.0		%
Finance leases	6.5		%	6.5		%

Maturities of lease liabilities were as follows:


	June 29, 2024
	Operating Leases		Finance Leases
2024	$	3,945	$	3,243
2025	14,795		12,798
2026	14,214		12,516
2027	12,795		11,763
2028	10,452		10,766
Thereafter	24,902		146,993
Total lease payments	81,103		198,079
Less: imputed interest	(12,555)		(107,306)
Total	$	68,548	$	90,773

Table of Contents

Note 8 - Goodwill and Intangible Assets

Effective October 1, 2023, we made a change to our reporting structure to separate our former Aircraft Controls operating segment into two operating segments, Military Aircraft and Commercial Aircraft, which also represent reporting units for purposes of assessing goodwill. We performed an impairment test consistent with the rules set forth under ASC 350, “Intangibles—Goodwill and Other,” by performing a quantitative analysis on the former reporting unit. Following this test, we reassigned the goodwill from the former Aircraft Controls reporting unit to its new reporting units using a relative fair value allocation approach. We then performed quantitative goodwill impairment tests on each of the new reporting units. Quantitative testing requires a comparison of the fair value of a reporting unit to its carrying value. We principally use the discounted cash flow method to estimate the fair value of a reporting unit. The discounted cash flow method incorporates various assumptions, the most significant being projected cash flows (inclusive of projected revenue growth rates and operating margins), the terminal growth rate and the discount rate. Management projects revenue growth rates, operating margins and cash flows based on each reporting unit's current business, expected developments and operational strategies typically over a five-year period. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss must be measured. The results of our quantitative assessments showed the fair value of the two new reporting units, Military Aircraft and Commercial Aircraft, exceeded their carrying value; and therefore, goodwill was not impaired.

The changes in the carrying amount of goodwill are as follows:


	Space and Defense		Military Aircraft		Commercial Aircraft		Industrial		Total
Balance at September 30, 2023	$	259,475	$	111,276	$	92,612	$	357,938	$	821,301
Acquisition	—		2,739		—		—		2,739


Foreign currency translation	29		1,858		—		1,392		3,279
Balance at June 29, 2024	$	259,504	$	115,873	$	92,612	$	359,330	$	827,319

Goodwill in our Space and Defense segment is net of a $4,800 accumulated impairment loss at June 29, 2024. Goodwill in our Medical Devices reporting unit, included in our Industrial segment, is net of a $38,200 accumulated impairment loss at June 29, 2024.

The components of intangible assets are as follows:


		June 29, 2024				September 30, 2023
	Weighted- Average Life (years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer-related	11	$	130,286	$	(94,104)	$	133,269	$	(93,648)
Technology-related	9	67,374		(55,006)		69,242		(56,106)
Program-related	23	38,363		(23,485)		37,465		(21,672)
Marketing-related	8	21,896		(19,104)		21,890		(18,995)
Other	10	1,808		(1,606)		1,773		(1,581)
Intangible assets	12	$	259,727	$	(193,305)	$	263,639	$	(192,002)

All acquired intangible assets other than goodwill are being amortized. Customer-related intangible assets primarily consist of customer relationships. Technology-related intangible assets primarily consist of technology, patents, intellectual property and software. Program-related intangible assets consist of long-term programs represented by current contracts and probable follow on work. Marketing-related intangible assets primarily consist of trademarks and trade names.

During the three months ended March 30, 2024, we initiated restructuring actions in conjunction with exiting a product line within our Military Aircraft segment, which included the write off of intangible assets. We have recorded this charge based on the expected cash flows over the remaining life of the assets and is included in Restructuring in the Consolidated Condensed Statement of Earnings. See Note 14 – Restructuring, for additional disclosures.

Table of Contents

Amortization of acquired intangible assets is as follows:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Acquired intangible asset amortization	$	2,384	$	2,859	$	7,672	$	8,711

Based on acquired intangible assets recorded at June 29, 2024, amortization is estimated to be approximately:


	2024		2025		2026		2027		2028
Estimated future amortization of acquired intangible assets	$	10,100	$	9,600	$	9,500	$	8,200	$	7,500

Table of Contents

Note 9 - Equity Method Investments and Joint Ventures

Investments and operating results in which we do not have a controlling interest, however we do have the ability to exercise significant influence over operations, are accounted for using the equity method of accounting. Net investment balances for equity method investments and joint ventures are included as Other assets in the Consolidated Condensed Balance Sheets and consist of:


	June 29, 2024		September 30, 2023
Moog Aircraft Service Asia	$	1,568	$	1,302
NOVI LLC	—		325
Suffolk Technologies Fund 1, L.P.	1,840		1,180
Net investment balance	$	3,408	$	2,807

We recorded the following gains and losses from equity method investments and joint ventures which are included in Other in the Consolidated Condensed Statements of Earnings:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net gain (loss)
Equity method investments and joint ventures	$	52	$	44	$	(219)	$	72

Moog Aircraft Services Asia ("MASA") is a joint venture included in our Commercial Aircraft segment in which we currently hold a 51% ownership share. MASA is intended to provide maintenance, repair and overhaul services for our manufactured flight control systems.

We continued to divest our interest in NOVI LLC, which is included in our Space and Defense segment. Our ownership is now below the threshold for equity accounting and as such is now recorded at fair value.

Suffolk Technologies Fund 1, L.P., is a limited partnership included in our Industrial segment that invests in startups to transform the construction, real estate and property maintenance industries in the U.S. We have a remaining on-call capital commitment of up to $5,808.

Hybrid Motion Solutions (“HMS”) is a joint venture in our Industrial segment in which we hold a 50% ownership interest. HMS specializes in hydrostatic servo drives and leverages synergies to enter new markets. The joint venture focuses on research and development, design and assembly as well as service. Our share of cumulative losses to date has exceeded our initial investment, and as such, we had no net investment balance recorded as of June 29, 2024.

Investments in, and the operating results of, entities in which we do not have a controlling financial interest or the ability to exercise significant influence over the operations are accounted for at historical cost or fair value using readily determinable financial information. As of June 29, 2024, we had investments of $4,580, which are included as Other assets in the Consolidated Condensed Balance Sheets. During the three months ended March 30, 2024, we recorded an impairment for the devaluation of an investment of $5,294, which is included as Asset impairment in the Consolidated Condensed Statement of Earnings.

Table of Contents

Note 10 - Indebtedness

We maintain short-term line of credit facilities with banks throughout the world that are principally demand lines subject to revision by the banks.

Long-term debt consists of:


	June 29, 2024		September 30, 2023
U.S. revolving credit facility	$	459,000	$	334,500
SECT revolving credit facility	2,000		33,000
Senior notes 4.25%	500,000		500,000


Senior debt	961,000		867,500
Less deferred debt issuance cost	(2,873)		(4,408)

Long-term debt	$	958,127	$	863,092

Our U.S. revolving credit facility, which matures on October 27, 2027, has a capacity of $1,100,000 and provides an expansion option, which permits us to request an increase of up to $400,000 to the credit facility upon satisfaction of certain conditions. Interest on the majority of our outstanding borrowings is principally based on SOFR plus the applicable margin. The credit facility is secured by substantially all of our U.S. assets. The loan agreement contains various covenants which, among others, specify interest coverage and maximum leverage. We are in compliance with all covenants.

The SECT has a revolving credit facility with a borrowing capacity of $35,000, maturing on October 26, 2025. Interest is based on SOFR plus an applicable margin. A commitment fee is also charged based on a percentage of the unused amounts available and is not material.

We have $500,000 aggregate principal amount of 4.25% senior notes due December 15, 2027 with interest paid semiannually on June 15 and December 15 of each year. The senior notes are unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries and contain normal incurrence-based covenants and limitations such as the ability to incur additional indebtedness, pay dividends, make other restricted payments and investments, create liens and certain corporate acts such as mergers and consolidations. We are in compliance with all covenants.

Table of Contents

Note 11 - Other Accrued Liabilities

Other accrued liabilities consists of:


	June 29, 2024		September 30, 2023
Employee benefits	$	56,746	$	47,653
Contract reserves	67,707		45,257
Warranty accrual	22,705		22,939
Accrued income taxes	36,607		29,631
Other	85,868		66,289
Other accrued liabilities	$	269,633	$	211,769

In the ordinary course of business, we warrant our products against defects in design, materials and workmanship typically over periods ranging from twelve to sixty months. We determine warranty reserves needed by product line based on historical experience and current facts and circumstances. Activity in the warranty accrual is summarized as follows:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Warranty accrual at beginning of period	$	23,616	$	22,062	$	22,939	$	23,072

Warranties issued during current period	402		2,279		5,692		7,231
Adjustments to pre-existing warranties	(837)		(15)		(1,518)		(458)
Reductions for settling warranties	(429)		(1,927)		(4,453)		(7,911)

Foreign currency translation	(47)		(51)		45		414
Warranty accrual at end of period	$	22,705	$	22,348	$	22,705	$	22,348

Note 12 - Derivative Financial Instruments

We principally use derivative financial instruments to manage foreign exchange risk related to foreign operations and foreign currency transactions and interest rate risk associated with long-term debt. We enter into derivative financial instruments with a number of major financial institutions to minimize counterparty credit risk.

Derivatives designated as hedging instruments

We use foreign currency contracts as cash flow hedges to effectively fix the exchange rates on future payments and revenue. As of June 29, 2024, we had no outstanding foreign currency contracts designated as hedging instruments.

We use forward currency contracts to hedge our net investment in certain foreign subsidiaries. As of June 29, 2024, we had no outstanding net investment hedges.

Interest rate swaps are used to adjust the proportion of total debt that is subject to variable and fixed interest rates. The interest rate swaps are designated as hedges of the amount of future cash flows related to interest payments on variable-rate debt that, in combination with the interest payments on the debt, convert a portion of the variable-rate debt to fixed-rate debt. At June 29, 2024, we had no outstanding interest rate swaps.

Foreign currency contracts, net investment hedges and interest rate swaps are recorded in the Consolidated Condensed Balance Sheets at fair value and the related gains or losses are deferred in Shareholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss) ("AOCIL"). These deferred gains and losses are reclassified into the Consolidated Condensed Statements of Earnings, as necessary, during the periods in which the related payments or receipts affect earnings. However, to the extent the foreign currency contracts and interest rate swaps are not perfectly effective in offsetting the change in the value of the payments and revenue being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was not material in the first nine months of 2024 or 2023.

Table of Contents

Derivatives not designated as hedging instruments

We also have foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in the Consolidated Condensed Statements of Earnings. To minimize foreign currency exposure, we have foreign currency contracts with notional amounts of $151,065 at June 29, 2024. The foreign currency contracts are recorded in the Consolidated Condensed Balance Sheets at fair value and resulting gains or losses are recorded in the Consolidated Condensed Statements of Earnings. We recorded the following gains and losses on foreign currency contracts which are included in other income or expense and generally offset the gains or losses from the foreign currency adjustments on the intercompany balances that are also included in other income or expense:


		Three Months Ended				Nine Months Ended
	Statements of Earnings location	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net gain (loss)
Foreign currency contracts	Other	$	(2,542)	$	1,151	$	(1,009)	$	4,256

Summary of derivatives

The fair value and classification of derivatives is summarized as follows:


	Balance Sheets location	June 29, 2024		September 30, 2023
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current assets	$	—	$	295





Foreign currency contracts	Accrued liabilities and other	$	—	$	581





Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	$	64	$	93
Foreign currency contracts	Accrued liabilities and other	$	401	$	324

Table of Contents

Note 13 - Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. The definition of the fair value hierarchy is as follows:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for similar assets and liabilities.

Level 3 – Inputs for which significant valuation assumptions are unobservable in a market and therefore value is based on the best available data, some of which is internally developed and considers risk premiums that a market participant would require.

Our derivatives are valued using various pricing models or discounted cash flow analyses that incorporate observable market data, such as interest rate yield curves and currency rates, and are classified as Level 2 within the valuation hierarchy.

The following table presents the fair values and classification of our financial assets and liabilities measured on a recurring basis, all of which are classified as Level 2, except for the acquisition contingent consideration, which is classified as Level 3:


	Balance Sheets location	June 29, 2024		September 30, 2023
Foreign currency contracts	Other current assets	$	64	$	388




	Total assets	$	64	$	388
Foreign currency contracts	Accrued liabilities and other	$	401	$	905




Acquisition contingent consideration	Accrued liabilities and other	3,339		—
Acquisition contingent consideration	Other long-term liabilities	—		3,089
	Total liabilities	$	3,740	$	3,994

The changes in financial liabilities classified as Level 3 within the fair value hierarchy are as follows:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Balance at beginning of period	$	3,256	$	2,954	$	3,089	$	3,272
Acquisition adjustment	—		—		—		(491)
Increase in discounted future cash flows recorded as interest expense	83		52		250		225


Balance at end of period	$	3,339	$	3,006	$	3,339	$	3,006

Our only financial instrument for which the carrying value differs from its fair value is long-term debt. At June 29, 2024, the fair value of long-term debt was $932,465 compared to its carrying value of $961,000. The fair value of long-term debt is classified as Level 2 within the fair value hierarchy and was estimated based on quoted market prices.

Certain property, plant and equipment and other assets have been measured at fair values on a nonrecurring basis using future discounted cash flows and other observable inputs (Level 3) and are not included in the fair value tables above.

Table of Contents

Note 14 - Restructuring

In 2024, we initiated restructuring actions in relation to portfolio shaping activities in our Military Aircraft, Commercial Aircraft and Industrial segments. These actions have and will result in workforce reductions, principally in the U.S. The 2024 restructuring charges include $4,717 for severance, $795 of non-cash charges related to intangibles and receivables written off and $3,121 of other costs. These actions contain certain elements that will continue through 2025 and are expected to result in additional costs of approximately $2,000.

In 2023, we initiated restructuring actions in relation to portfolio shaping activities which contains certain elements, primarily retention agreements, that will continue through 2027 and are expected to result in additional costs of approximately $8,000.

Restructuring activity for severance and other costs by segment and reconciliation to consolidated amounts is as follows:


	Space and Defense		Military Aircraft		Commercial Aircraft		Industrial		Total
Balance at October 1, 2023	$	1,622	$	347	$	—	$	8,208	$	10,177
Charged to expense - 2024 plan	—		3,628		408		4,597		8,633
Charged to expense - 2023 plan	—		—		—		4,162		4,162

Adjustments to provision	(178)		(129)		—		(43)		(350)
Non-cash charges - 2024 plan	—		(733)		—		(62)		(795)
Cash payments - 2024 plan	—		(1,590)		—		(1,491)		(3,081)
Cash payments - 2023 plan	(1,444)		(207)		—		(3,709)		(5,360)
Cash payments - 2022 plan	—		—		—		(378)		(378)
Cash payments - 2020 plan	—		—		—		(115)		(115)
Cash payments - 2018 plan	—		—		—		(348)		(348)
Foreign currency translation	—		—		—		59		59
Balance at June 29, 2024	$	—	$	1,316	$	408	$	10,880	$	12,604

As of June 29, 2024, the restructuring accrual consists of $4,751 for the 2024 plan, $4,616 for the 2023 plan, $292 for the 2022 plan, $2,033 for the 2020 plan and $912 for the 2018 plan. Restructuring is expected to be paid within a year, except portions classified as long-term liabilities based on the nature of the reserve.

Table of Contents

Note 15 - Employee Benefit Plans

Pension expense for our defined contribution plans consists of:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
U.S. defined contribution plans	$	13,094	$	11,791	$	38,456	$	33,979
Non-U.S. defined contribution plans	2,350		2,336		7,301		6,448
Total expense for defined contribution plans	$	15,444	$	14,127	$	45,757	$	40,427

Net periodic benefit costs for our defined benefit pension plans are as follows:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
U.S. Plans
Service cost	$	2,694	$	3,229	$	8,081	$	9,685
Interest cost	6,973		7,028		20,919		21,084
Expected return on plan assets	(6,817)		(7,148)		(20,450)		(21,442)

Amortization of actuarial loss	3,072		3,363		9,216		10,087
Expense for U.S. defined benefit plans	$	5,922	$	6,472	$	17,766	$	19,414
Non-U.S. Plans
Service cost	$	645	$	666	$	1,948	$	1,974
Interest cost	1,422		1,374		4,272		4,031
Expected return on plan assets	(1,098)		(1,070)		(3,301)		(3,144)
Amortization of prior service cost	14		14		42		41
Amortization of actuarial loss	52		102		156		297


Expense for non-U.S. defined benefit plans	$	1,035	$	1,086	$	3,117	$	3,199

Note 16 - Income Taxes

The effective tax rate for the three and nine months ended June 29, 2024 was 20.5% and 22.7%, respectively. The effective tax rate for the three and nine months ended July 1, 2023 was 15.8% and 21.3%, respectively. The effective tax rate for the three months ended June 29, 2024 and July 1, 2023 was lower than expected from applying the U.S. federal statutory tax rate of 21% to earnings before income taxes due to beneficial provision to return adjustments, primarily associated with an increase in the U.S. research and development tax credit, partially offset by tax on earnings generated outside the U.S. with higher statutory rates. The effective tax rate for the nine months ended June 29, 2024 was higher than expected from applying the U.S. federal statutory tax rate of 21% to earnings before income taxes due to tax on earnings generated outside the U.S.with higher statutory rates.

Table of Contents

Note 17 - Accumulated Other Comprehensive Income (Loss)

The changes in AOCIL, net of tax, by component for the nine months ended June 29, 2024 are as follows:


	Accumulated foreign currency translation		Accumulated retirement liability		Accumulated gain (loss) on derivatives		Total
AOCIL at September 30, 2023	$	(140,486)	$	(113,605)	$	(518)	$	(254,609)
OCI before reclassifications	10,647		(224)		69		10,492
Amounts reclassified from AOCIL	(10)		6,134		449		6,573
OCI, net of tax	10,637		5,910		518		17,065
AOCIL at June 29, 2024	$	(129,849)	$	(107,695)	$	—	$	(237,544)

Net gains and losses on net investment hedges are recorded in Accumulated foreign currency translation to the extent that the instruments are effective in hedging the designated risk.

The amounts reclassified from AOCIL into earnings are as follows:


		Three Months Ended				Nine Months Ended
	Statements of Earnings location	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Retirement liability:
Prior service cost		$	14	$	14	$	42	$	41

Actuarial losses		2,659		2,884		7,977		8,643


Reclassification from AOCIL into earnings		2,673		2,898		8,019		8,684
Tax effect		(628)		(680)		(1,885)		(2,037)
Net reclassification from AOCIL into earnings		$	2,045	$	2,218	$	6,134	$	6,647
Derivatives:
Foreign currency contracts	Sales	$	—	$	—	$	—	$	517
Foreign currency contracts	Cost of sales	—		399		588		2,072

Reclassification from AOCIL into earnings		—		399		588		2,589
Tax effect		—		(94)		(139)		(587)
Net reclassification from AOCIL into earnings		$	—	$	305	$	449	$	2,002

Reclassification from AOCIL into earnings for the Retirement liability are included in the computation of non-service pension expense, which is included in Other on the Consolidated Condensed Statement of Earnings.

The effective portion of amounts deferred in AOCIL are as follows:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Foreign currency contracts	$	—	$	(136)	$	90	$	1,551

Net gain (loss)	—		(136)		90		1,551
Tax effect	—		32		(21)		(353)
Net deferral in AOCIL of derivatives	$	—	$	(104)	$	69	$	1,198

Table of Contents

Note 18 - Stock Employee Compensation Trust and Supplemental Retirement Plan Trust

The SECT assists in administering and provides funding for equity-based compensation plans and benefit programs, including the Moog Inc. Retirement Savings Plan ("RSP"), RSP(+) and the Employee Stock Purchase Plan ("ESPP"). The SERP Trust provides funding for benefits under the SERP provisions of the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Income. Both the SECT and the SERP Trust hold Moog shares as investments. The shares in the SECT and SERP Trust are not considered outstanding for purposes of calculating earnings per share. However, in accordance with the trust agreements governing the SECT and SERP Trust, the trustees vote all shares held by the SECT and SERP Trust on all matters submitted to shareholders.

Note 19 - Earnings per Share

Basic and diluted weighted-average shares outstanding, as well as shares considered to be anti-dilutive, are as follows:


	Three Months Ended		Nine Months Ended
	June 29, 2024	July 1, 2023	June 29, 2024	July 1, 2023
Basic weighted-average shares outstanding	31,960,165	31,838,961	31,943,365	31,811,034
Dilutive effect of equity-based awards	449,205	228,430	399,335	184,306
Diluted weighted-average shares outstanding	32,409,370	32,067,391	32,342,700	31,995,340



Anti-dilutive shares from equity-based awards	—	4,540	1,547	9,897

Note 20 - Segments

Disaggregation of net sales by segment for the three and nine months ended June 29, 2024 and July 1, 2023 are as follows:


	Three Months Ended				Nine Months Ended
Market Type	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net sales:
Space	$	108,965	$	102,520	$	322,272	$	310,278
Defense	149,444		139,882		433,052		395,762
Space and Defense	258,409		242,402		755,324		706,040
Original Equipment Manufacturers	160,691		132,020		455,673		403,489
Aftermarket	46,486		44,197		140,248		133,281
Military Aircraft	207,177		176,217		595,921		536,770
Original Equipment Manufacturers	132,374		118,447		402,357		310,108
Aftermarket	56,991		60,361		188,824		165,410
Commercial Aircraft	189,365		178,808		591,181		475,518
Energy	37,168		30,667		104,442		91,217
Industrial Automation	109,100		124,400		341,474		361,056
Simulation and Test	40,019		36,668		115,577		89,758
Medical	63,497		61,014		187,969		186,712
Industrial	249,784		252,749		749,462		728,743
Net sales	$	904,735	$	850,176	$	2,691,888	$	2,447,071

Table of Contents


	Three Months Ended				Nine Months Ended
Customer Type	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net sales:
Commercial	$	49,916	$	28,334	$	129,253	$	82,123
U.S. Government (including OEM)	178,636		192,897		553,261		574,914
Other	29,857		21,171		72,810		49,003
Space and Defense	258,409		242,402		755,324		706,040

U.S. Government (including OEM)	148,928		108,509		424,539		372,353
Other	58,249		67,708		171,382		164,417
Military Aircraft (1)	207,177		176,217		595,921		536,770
Commercial	179,384		158,927		564,612		452,184

Other	9,981		19,881		26,569		23,334
Commercial Aircraft (1)	189,365		178,808		591,181		475,518
Commercial	244,834		249,849		737,028		715,878
U.S. Government (including OEM)	3,226		1,301		8,150		3,419
Other	1,724		1,599		4,284		9,446
Industrial	249,784		252,749		749,462		728,743
Commercial	474,134		437,110		1,430,893		1,250,185
U.S. Government (including OEM)	330,790		302,707		985,950		950,686
Other	99,811		110,359		275,045		246,200
Net sales	$	904,735	$	850,176	$	2,691,888	$	2,447,071

(1) Prior period amounts have been recast to conform with the current presentation of certain customers between Commercial and Other as a result of the separation of our former Aircraft Controls segment into Military Aircraft and Commercial Aircraft.


	Three Months Ended				Nine Months Ended
Revenue Recognition Method	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net sales:
Over-time	$	226,405	$	228,164	$	679,231	$	659,327
Point in time	32,004		14,238		76,093		46,713
Space and Defense	258,409		242,402		755,324		706,040
Over-time	168,248		153,667		482,163		446,752
Point in time	38,929		22,550		113,758		90,018
Military Aircraft	207,177		176,217		595,921		536,770
Over-time	149,220		122,018		449,230		352,264
Point in time	40,145		56,790		141,951		123,254
Commercial Aircraft	189,365		178,808		591,181		475,518
Over-time	40,894		38,814		107,405		99,732
Point in time	208,890		213,935		642,057		629,011
Industrial	249,784		252,749		749,462		728,743
Over-time	584,767		542,663		1,718,029		1,558,075
Point in time	319,968		307,513		973,859		888,996
Net sales	$	904,735	$	850,176	$	2,691,888	$	2,447,071

Table of Contents

Operating profit is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, headcount or profit. Operating profit by segment for the three and nine months ended June 29, 2024 and July 1, 2023 and a reconciliation of segment operating profit to earnings before income taxes are as follows:


	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Operating profit:
Space and Defense	$	32,635	$	18,585	$	100,175	$	66,386
Military Aircraft	23,965		18,143		60,323		49,525
Commercial Aircraft	24,367		19,745		69,838		49,943
Industrial	24,413		28,035		81,592		89,183
Total operating profit	105,380		84,508		311,928		255,037
Deductions from operating profit:
Interest expense	18,153		17,256		52,850		45,351
Equity-based compensation expense	4,089		2,356		11,301		8,121
Non-service pension expense	3,188		3,124		9,566		9,338
Corporate and other expenses, net	9,045		11,434		25,946		25,284
Earnings before income taxes	$	70,905	$	50,338	$	212,265	$	166,943

Effective October 1, 2023, we made changes to our segment reporting structure that resulted in four reporting segments. Our former Aircraft Controls segment has been separated into Military Aircraft and Commercial Aircraft. All amounts in the preceding tables have been restated to reflect this change. Segment assets for Military and Commercial Aircraft were approximately $871,000 and $812,000, respectively, as of September 30, 2023.

Table of Contents

Note 21 - Related Party Transactions

John Scannell, Moog's Non-Executive Chairman of the Board of Directors, was a member of the Board of Directors of M&T Bank Corporation and M&T Bank through April 16, 2024. We currently engage with M&T Bank in the ordinary course of business for financing routine purchases and lease transactions, which for the three and nine months ended June 29, 2024 totaled $3,408 and $9,937, respectively. Financing and lease transactions for the three and nine months ended July 1, 2023 totaled $3,354 and $10,408, respectively. At June 29, 2024, we held outstanding leases with a total remaining obligation of $14,803. At June 29, 2024, outstanding deposits on our behalf for future equipment leases totaled $5,026. M&T Bank also maintains an interest of approximately 12% in our U.S. revolving credit facility. Further details of the U.S. revolving credit facility can be found in Note 10 - Indebtedness. Wilmington Trust, a subsidiary of M&T Bank, is the trustee of the pension assets for our qualified U.S. defined benefit plan.

Note 22 - Commitments and Contingencies

From time to time, we are involved in legal proceedings. We are not a party to any pending legal proceedings which management believes will result in a material adverse effect on our financial condition, results of operations or cash flows.

We are engaged in administrative proceedings with governmental agencies and legal proceedings with governmental agencies and other third parties in the normal course of our business, including litigation under Superfund laws, regarding environmental matters. We believe that adequate reserves have been established for our share of the estimated cost for all currently pending environmental administrative or legal proceedings and do not expect that these environmental matters will have a material adverse effect on our financial condition, results of operations or cash flows.

In the ordinary course of business we could be subject to ongoing claims or disputes from our customers, the ultimate settlement of which could have a material adverse impact on our consolidated results of operations. While the receivables and any loss provisions recorded to date reflect management's best estimate of the projected costs to complete a given project, there is still significant effort required to complete the ultimate deliverable. Future variability in internal cost and future profitability is dependent upon a number of factors including deliveries, performance and government budgetary pressures. The inability to achieve a satisfactory contractual solution, further unplanned delays, additional developmental cost growth or variations in any of the estimates used in the existing contract analysis could lead to further loss provisions. Additional losses could have a material adverse impact on our financial condition, results of operations or cash flows in the period in which the loss may be recognized.

We are contingently liable for $15,058 related to standby letters of credit issued by banks to third parties on our behalf at June 29, 2024.

Note 23 - Subsequent Event

On August 1, 2024, we declared a $0.28 per share quarterly dividend payable on issued and outstanding shares of our Class A and Class B common stock on August 29, 2024 to shareholders of record at the close of business on August 16, 2024.

On July 24, 2024, we entered into a definitive agreement to sell our hydraulic systems business located in Luxembourg, which is included in our Industrial segment. This transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2024. We expect to recognize a pre-tax loss which will include the release of cumulative translation adjustments.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report filed on Form 10-K for the fiscal year ended September 30, 2023. In addition, the following should be read in conjunction with our Consolidated Financial Statements and Notes to Consolidated Condensed Financial Statements contained herein. All references to years in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to fiscal years. Amounts may differ from reported values due to rounding.

OVERVIEW

We are a worldwide designer, manufacturer and systems integrator of high performance precision motion and fluid controls and control systems for a broad range of applications in aerospace and defense and industrial markets.

Within the aerospace and defense market, our products and systems include:

•Defense market - primary and secondary flight controls and components for military aircraft, turreted weapon systems, tactical and strategic missile steering controls and various defense product components.

•Commercial aircraft market - primary and secondary flight controls and components for commercial aircraft.

•Space market - satellite avionics, positioning controls and components, launcher thrust vector controls and components, as well as integrated space vehicles.

In the industrial market, our products are used in a wide range of applications including:

•Industrial market - various components and systems used in various applications including: heavy industrial machinery used for metal forming and pressing, flight simulation motion control systems, energy exploration and generation products, material and automotive structural and fatigue testing systems, as well as for the electrification of construction vehicles.

•Medical market - components and pumps for enteral clinical nutrition and infusion therapy, CT scan medical equipment, ultrasonic sensors and surgical handpieces and sleep apnea equipment.

We operate under four segments, Space and Defense, Military Aircraft, Commercial Aircraft and Industrial. Our principal manufacturing facilities are located in the United States, Philippines, United Kingdom, Germany, Italy, Costa Rica, China, Netherlands, Luxembourg, Japan, Czech Republic, Canada, India and Lithuania.

Under ASC 606, 65% of revenue was recognized over time for the three months ended June 29, 2024, using the cost-to-cost method of accounting. The over-time method of revenue recognition is predominantly used in Space and Defense, Military Aircraft and Commercial Aircraft. We use this method for U.S. Government contracts and repair and overhaul arrangements as we are creating or enhancing assets that the customer controls. In addition, many of our large commercial contracts qualify for over-time accounting as our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed to date.

For the three months ended June 29, 2024, 35% of revenue was recognized at the point in time control transferred to the customer. This method of revenue recognition is used most frequently in Industrial. We use this method for commercial contracts in which the asset being created has an alternative use. We determine the point in time control transfers to the customer by weighing the five indicators provided by ASC 606. When control has transferred to the customer, profit is generated as cost of sales is recorded and as revenue is recognized.

Our products and technologies affect the lives of millions of people around the world. Our solutions are critical to preserving national security, ensuring safe air transportation, reducing factory emissions and enhancing patient's lives all while driving innovation. Our engineers collaboratively design and manufacture the most advanced motion control products, to the highest quality standards, for use in demanding applications. By capitalizing on these core foundational strengths, we believe we have achieved a leadership position in the high performance, precision controls market and are "Shaping The Way Our World Moves™."

Table of Contents

By leveraging our engineering heritage and by focusing on customer intimacy to solve our customers' most demanding technical problems, we have been able to expand our control product franchise to multiple markets; organically growing from a high-performance components manufacturer to a high-performance systems designer, manufacturer and integrator. In addition, we continue to expand our content positions on our current platforms, seeking to be the leading supplier in the niche markets we serve. We also look for innovation in all aspects of our business, employing new technologies to improve productivity, while focusing on talent development to strengthen our employee operational performance.

Our fundamental long-term strategies that will help us achieve our financial objectives center around pricing and simplification initiatives. Our pricing initiatives focus on receiving recognition for the value we deliver to our customers across all of our markets. Our simplification initiatives include:

•utilizing 80/20 processes to unlock and capture value,

•shaping our product and business portfolio to invest in growth areas and to divest those that no longer fit,

•rationalizing our footprint to align with current and future business levels,

•focusing our factories so that individual sites meet the unique needs of a specific market, and

•investing in automation and technologies to improve business operations.

We focus on improving shareholder value through strategic revenue growth, both organic and acquired, improving operating efficiencies and manufacturing initiatives and utilizing low cost manufacturing facilities without compromising quality. Historically, we have taken a balanced approach to capital deployment in order to maximize shareholder returns over the long term. These activities have included strategic acquisitions, share buybacks and dividend payments. Today, we believe we can create long term value for our shareholders by continuing to organically invest in areas of strong growth.

Acquisitions and Divestitures

Acquisitions

On October 20, 2023, we acquired Data Collection Limited ("DCL") based in Auckland, New Zealand for a purchase price, net of acquired cash, of $6 million. DCL specializes in manufacturing and operating pavement surveying equipment and providing innovative solutions for measuring and managing pavements. This operation is included in our Military Aircraft segment.

Divestitures

On September 30, 2022, we sold a sonar business based in the United Kingdom previously included in our Industrial segment. We have cumulatively received net proceeds of $15 million and recorded a loss of $15 million, net of transaction costs.

On December 3, 2021, we sold the assets of our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Military Aircraft segment to Thales USA Inc. We have cumulatively received net proceeds of $37 million and recorded a gain of $15 million, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in escrow.

CRITICAL ACCOUNTING POLICIES

On a regular basis, we evaluate the critical accounting policies used to prepare our consolidated financial statements, including revenue recognition on long-term contracts, contract reserves, reserves for inventory valuation, reviews for impairment of goodwill, reviews for impairment of long-lived assets, pension assumptions and income taxes.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 - Basis of Presentation in the Consolidated Condensed Financial Statements included in Item 1, Financial Statements of this report for further information regarding Financial Accounting Standards Board issued ASUs.

Table of Contents


CONSOLIDATED RESULTS OF OPERATIONS

	Three Months Ended										Nine Months Ended
(dollars and shares in millions, except per share data)	June 29, 2024			July 1, 2023			$ Variance		% Variance		June 29, 2024			July 1, 2023			$ Variance		% Variance
Net sales	$	905		$	850		$	55	6	%	$	2,692		$	2,447		$	245	10	%
Gross margin	27.8		%	26.2		%					27.9		%	26.5		%
Research and development expenses	28			27			1		5	%	87			77			10		13	%
Selling, general and administrative expenses as a percentage of sales	14.0		%	14.3		%					13.7		%	14.4		%
Interest expense	18			17			1		5	%	53			45			7		17	%
Asset impairment	—			—			—		N/M		7			2			5		N/M
Restructuring expense	4			2			2		N/M		13			5			8		N/M

Gain on sale of buildings	—			—			—		N/M		—			(10)			10		N/M
Other	4			5			—		(8	%)	10			10			—		—	%
Effective tax rate	20.5		%	15.8		%					22.7		%	21.3		%


Net earnings	$	56		$	42		$	14	33	%	$	164		$	131		$	33	25	%

Diluted earnings per share	$	1.74		$	1.32		$	0.42	32	%	$	5.08		$	4.11		$	0.97	24	%

Twelve-month backlog											$	2,450		$	2,300		$	150	7	%

Net sales increased in the third quarter and in the first three quarters of 2024 compared to the same periods of 2023, driven by product demand in Military Aircraft and Space and Defense, and by production ramps in Commercial Aircraft. Sales in Industrial decreased in the third quarter of 2024 but increased in the first three quarters of 2024 compared to the same periods of 2023.

Gross margin increased in the third quarter of 2024 compared to the third quarter of 2023, driven by improved performance on our space vehicle development programs in Space and Defense and a favorable sales mix in Commercial Aircraft. Gross margin also increased in the first three quarters of 2024 compared to the first three quarters of 2023. In the second quarter of 2024, we benefited $14 million from the Employee Retention Credit associated with the CARES Act. In addition, in the first three quarters of 2024, improved performance on our space vehicle development programs and the results of our pricing and simplification initiatives across all of our segments increased gross margin.

Research and development expenses were higher through the first three quarters of 2024 compared to the same periods of 2023. Activities supporting our new growth programs in Space and Defense and Industrial were partially offset by a reduction in Military Aircraft.

Selling, general and administrative expenses as a percentage of sales decreased in the third quarter and in the first three quarters of 2024 compared to the same periods of 2023, reflecting the higher sales volume.

Interest expense increased in the first three quarters of 2024 compared to the first three quarters of 2023 due to higher rates on outstanding debt balances, as well as higher debt balances.

In the third quarter of 2024, we incurred $6 million of restructuring charges, an inventory write-down and other charges, primarily in Industrial. In the third quarter of 2023, we incurred $2 million of restructuring and other charges. The first three quarters of 2024 included $22 million of restructuring charges, impairment charges, inventory write-downs and other charges, primarily in Military Aircraft and Industrial. The first three quarters of 2023 included the gain from the sale of three buildings in Industrial, partially offset by restructuring and other charges across all of our segments.

The effective tax rate in both third quarters of 2024 and 2023 benefited from favorable adjustments for tax credits associated with the prior years' tax returns. The effective tax rate was higher in the third quarter of 2024 compared to the third quarter of 2023, as the prior year's quarter included higher amounts of research and development tax credit benefits.

Twelve-month backlog increased in the third quarter of 2024 compared with the third quarter of 2023, driven by long-term orders that moved into twelve-month backlog across both space and defense programs. Also, we had higher OEM orders in both Military Aircraft and in Commercial Aircraft. Partially offsetting these increases was a decline in Industrial's twelve-month backlog due to lower orders in our industrial automation market.

Table of Contents

SEGMENT RESULTS OF OPERATIONS

Operating profit, as presented below, is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, headcount or profit. Operating profit is reconciled to earnings before income taxes in Note 20 - Segments in the Notes to Consolidated Condensed Financial Statements included in this report.

Space and Defense


	Three Months Ended										Nine Months Ended
(dollars in millions)	June 29, 2024			July 1, 2023			$ Variance		% Variance		June 29, 2024			July 1, 2023			$ Variance		% Variance
Net sales	$	258		$	242		$	16	7	%	$	755		$	706		$	49	7	%
Operating profit	$	33		$	19		$	14	76	%	$	100		$	66		$	34	51	%
Operating margin	12.6		%	7.7		%					13.3		%	9.4		%

Space and Defense net sales increased in the third quarter and in the first three quarters of 2024 compared to the same periods of 2023, driven primarily by higher demand for defense applications.

In the third quarter of 2024, sales increased $10 million in our defense programs and $6 million in our space programs. Within our defense market, higher U.S. demand for our component products and the ramp of new defense pursuits serving European needs increased sales. Within our space market, the production ramp of a launch vehicle program increased sales.

The sales increases in the first three quarters of 2024 compared to the first three quarters of 2023 were largely due to the same factors as the third quarter. The continued strong defense application demand across most of our programs increased sales $37 million in our defense programs. Also, sales increased $12 million in our space programs. Higher demand for launch vehicle and satellite components was partially offset by lower activity across our space vehicle programs.

Operating margin increased in the third quarter of 2024 compared to the third quarter of 2023, driven by improved performance on space vehicle development programs, partially offset by pursuit investments to capture once-in-a-generation programs. Operating margin increased in the first three quarters of 2024 compared to the first three quarters of 2023 driven by improved performance on space vehicle development programs and the benefit associated with the Employee Retention Credit in the second quarter of 2024.

Table of Contents

Military Aircraft


	Three Months Ended										Nine Months Ended
(dollars in millions)	June 29, 2024			July 1, 2023			$ Variance		% Variance		June 29, 2024			July 1, 2023			$ Variance		% Variance
Net sales	$	207		$	176		$	31	18	%	$	596		$	537		$	59	11	%
Operating profit	$	24		$	18		$	6	32	%	$	60		$	50		$	11	22	%
Operating margin	11.6		%	10.3		%					10.1		%	9.2		%

Military Aircraft net sales increased in the third quarter and in the first three quarters of 2024 compared to the same periods of 2023, driven by growth on development and production aircraft.

In the third quarter of 2024 compared to the third quarter of 2023, military OEM sales increased $29 million due to the ramp-up of activity on the FLRAA program and other OEM production programs. Also in the third quarter of 2024 compared to the third quarter of 2023, military aftermarket sales increased $2 million.

The sales increases in the first three quarters of 2024 compared to the first three quarters of 2023 were largely due to the same factors as the third quarter. Sales increased $52 million in military OEM programs and increased $7 million in military aftermarket programs.

Operating margin increased in the third quarter of 2024 compared to the third quarter of 2023, driven by improved cost absorption on the FLRAA program and a reduction in research and development expenses. Operating margin increased in the first three quarters of 2024 compared to the first three quarters of 2023 due to the same factors as the third quarter, as well as the benefit from the sale of a mature product line. Partially offsetting these benefits in the first three quarters of 2024 included asset impairments of $6 million and restructuring and other charges of $5 million. The first three quarters of 2023 included $1 million of asset impairments. Excluding these charges, adjusted operating margins in the first three quarters of 2024 and 2023 were 12.0% and 9.5%, respectively.

Table of Contents

Commercial Aircraft


	Three Months Ended										Nine Months Ended
(dollars in millions)	June 29, 2024			July 1, 2023			$ Variance		% Variance		June 29, 2024			July 1, 2023			$ Variance		% Variance
Net sales	$	189		$	179		$	11	6	%	$	591		$	476		$	116	24	%
Operating profit	$	24		$	20		$	5	23	%	$	70		$	50		$	20	40	%
Operating margin	12.9		%	11.0		%					11.8		%	10.5		%

Commercial Aircraft net sales increased in the third quarter and in the first three quarters of 2024 compared to the same periods of 2023.

Commercial aircraft sales increased in the third quarter of 2024 compared to the third quarter of 2023. The increase reflects growth in our widebody business.

In the first three quarters of 2024 compared to the first three quarters of 2023, commercial OEM sales increased $92 million and commercial aftermarket sales increased $23 million. We experienced growth from production ramps on widebody and other programs.

Operating margin increased in the third quarter of 2024 compared to the third quarter of 2023 due to benefits from our pricing initiatives, higher sales volumes, as well as a more favorable sales mix. Operating margin increased in the first three quarters of 2024 compared to the first three quarters of 2023 due largely to the same factors as the third quarter. Partially offsetting the increases is the absence of favorable aftermarket retrofit activity from last year.

Table of Contents

Industrial


	Three Months Ended										Nine Months Ended
(dollars in millions)	June 29, 2024			July 1, 2023			$ Variance		% Variance		June 29, 2024			July 1, 2023			$ Variance		% Variance
Net sales	$	250		$	253		$	(3)	(1	%)	$	749		$	729		$	21	3	%
Operating profit	$	24		$	28		$	(4)	(13	%)	$	82		$	89		$	(8)	(9	%)
Operating margin	9.8		%	11.1		%					10.9		%	12.2		%

Industrial net sales decreased slightly in the third quarter of 2024 compared to the third quarter of 2023, as weaker industrial automation sales were mostly offset by growth in our other markets. Net sales increased in the first three quarters of 2024 compared to the first three quarters of 2023, as growth in our other markets exceeded the decrease in our industrial automation market.

In the third quarter of 2024 compared to the third quarter of 2023, industrial automation sales decreased $15 million, reflecting the slowdown in orders we have seen in recent quarters. Partially offsetting the decrease were sales increases of $7 million in our energy market and $3 million in our simulation and test market, both due to higher demand for our products.

In the first three quarters of 2024 compared to the first three quarters of 2023, sales increased $26 million in our simulation and test market. Higher demand for our flight simulation systems, which support the increased pilot training demand, and for our test products drove the sales increase in this market. Sales also increased $13 million in our energy market. Partially offsetting the increases was a $20 million sales decrease in our industrial automation market, driven by the same factors in the third quarter of 2024.

Operating margin decreased in the third quarter of 2024 compared to the third quarter of 2023, driven by higher amounts of restructuring charges and an inventory write-down. Excluding restructuring charges of $3 million and an inventory write-down of $2 million in the third quarter of 2024, and excluding restructuring charges of $1 million in the third quarter of 2023, adjusted operating margins were 11.7% and 11.5%, respectively. The increase was attributable to benefits from pricing initiatives, offset by pressures associated with lower industrial automation sales and planned product transfers.

Operating margin decreased in the first three quarters of 2024 compared to the first three quarters of 2023, as last year included a $10 million gain related to the sales of three buildings. Excluding this gain and restructuring and other charges, adjusted operating margin in the first three quarters of 2023 was 11.4%. Adjusted operating margin in the first three quarters of 2024 was 12.3% after excluding $9 million of restructuring charges and a $2 million inventory write-down. The increase in adjusted operating margin was driven by the benefits from our pricing initiatives, as well as the Employee Retention Credit. These increases were moderated by lower industrial automation sales and planned product transfers.

Table of Contents

CONSOLIDATED SEGMENT OUTLOOK


							2024 vs. 2023
(dollars in millions, except per share data)	2024 Outlook			2023			$ Variance		% Variance
Net sales:
Space and Defense	$	1,010		$	947		$	63	7	%
Military Aircraft	790			720			70		10	%
Commercial Aircraft	785			669			116		17	%
Industrial	990			983			7		1	%
	$	3,575		$	3,319		$	256	8	%
Operating profit:
Space and Defense	$	131		$	96		$	35	37	%
Military Aircraft	83			60			23		37	%
Commercial Aircraft	94			84			9		11	%
Industrial	113			102			11		11	%
	$	421		$	343		$	78	23	%
Operating margin:
Space and Defense	13.0		%	10.1		%
Military Aircraft	10.5		%	8.4		%
Commercial Aircraft	11.9		%	12.6		%
Industrial	11.4		%	10.4		%
	11.8		%	10.3		%

Net earnings	$	222		$	171
Diluted earnings per share	$	6.85		$	5.34

2024 Outlook – We expect higher sales in 2024, driven by the continued growth in our aerospace and defense markets. We also expect operating margin will increase due to the continued benefits of our pricing and simplification initiatives, as well as the Employee Retention Credit. Partially offsetting the incremental profit is expected higher interest expense and a higher tax rate. Excluding the impairments, inventory write-downs and restructuring and other charges in the first three quarters of 2024, we expect adjusting operating margin will be 12.4% in 2024, compared to 10.9% in 2023. We expect adjusted diluted earnings per share will range between $7.30 and $7.50, with a midpoint of $7.40. Management believes that the adjusted outlook may be useful in evaluating the financial condition and results of operations of the Company.

2024 Outlook for Space and Defense – In 2024, we expect sales growth across both of our space and defense markets, primarily driven by the increased investment in defense spending in the U.S and in Europe. We expect operating margin will increase due to improved performance in our space vehicle development programs and the benefit of the Employee Retention Credit, partially offset by higher expenses associated with pursuit activity of new growth programs.

2024 Outlook for Military Aircraft – In 2024, we expect sales growth in our OEM programs, in particular sales for the FLRAA program. We expect operating margin will increase due to having a full year of activity on the FLRAA program, the benefit from the sale of a mature product line and the lower amounts of charges associated with funded development contracts, which are winding down. Partially offsetting the increase in operating margin are the higher amounts of impairment and restructuring charges in 2024 compared to 2023. Excluding the asset impairments and restructuring and other charges in both years, adjusted operating margin is expected to be 11.9% in 2024 compared to 9.0% in 2023.

2024 Outlook for Commercial Aircraft – In 2024, we expect sales growth from the production ramp of our widebody and other programs. We expect operating margin will decrease due to an unfavorable sales mix from higher amounts of lower margin OEM sales and as the prior year's favorable retrofit sales will not repeat. These decreases will partially be offset by the benefits from pricing initiatives and higher sales volumes.

Table of Contents

2024 Outlook for Industrial – In 2024, we expect a slight sales increase. We expect sales increases in our simulation and test market and our energy market, both due to higher demand for our products. These increases will be partially offset by a decrease in sales in our industrial automation market consistent with the reduction in incoming orders. We expect operating margin will increase due to the benefits of our pricing initiatives and the benefit of the Employee Retention Credit, partially offset by an unfavorable sales mix and planned product transfers. Excluding gains on the sale of buildings and restructuring and other charges in 2023, as well as restructuring and inventory write-down charges in 2024, adjusted operating margin is expected to be 12.5% in 2024 compared to 11.5% in 2023.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated Statement of Cash Flows


	Nine Months Ended
(dollars in millions)	June 29, 2024		July 1, 2023		$ Variance
Net cash provided (used) by:
Operating activities	$	47	$	(17)	$	64
Investing activities	(115)		(114)		(1)
Financing activities	51		133		(83)

Operating activities

Net cash from operating activities increased in the first three quarters of 2024 compared to the first three quarters of 2023, driven by the increase in net earnings. Also, unbilled receivables and accounts receivable used less cash. Partially offsetting these sources of cash was customer advances, which used cash as we worked down advances across Military Aircraft and Commercial Aircraft.

Investing activities

Net cash used by investing activities in the first three quarters of 2024 included $110 million of capital expenditures and $6 million associated with the acquisition of DCL.

Net cash used by investing activities in the first three quarters of 2023 included $125 million of capital expenditures, including a $28 million building purchase. The first three quarters of 2023 also included $21 million of proceeds from the sales of buildings and businesses.

Financing activities

Net cash provided by financing activities in the first three quarters of 2024 included $94 million of net borrowings on our credit facilities. Financing activities also included $27 million of cash dividends.

Net cash provided by financing activities in the first three quarters of 2023 included $175 million of net borrowings on our credit facilities. Additionally, financing activities used $25 million of cash for dividend payments and $10 million for share repurchases.

Table of Contents

General

Cash flows from our operations, together with our various financing arrangements, fund on-going activities, debt service requirements, organic growth, acquisition opportunities and the ability to return capital to shareholders. We believe these sources of funding will be sufficient to meet our cash requirements for the next 12 months and for the foreseeable future thereafter.

At June 29, 2024, our cash balances were $52 million, which includes $47 million held outside of the U.S. by foreign operations. We regularly assess our cash needs, including repatriation of foreign earnings which may be subject to regulatory approvals and withholding taxes, where applicable by law.

Financing Arrangements

In addition to operations, our capital resources include bank credit facilities and an accounts receivable financing program to fund our short and long-term capital requirements. We continuously evaluate various forms of financing to improve our liquidity and position ourselves for future opportunities, which, from time to time, may result in selling debt and equity securities to fund acquisitions or take advantage of favorable market conditions.

We are generally not required to obtain the consent of lenders of the U.S. revolving credit facility before raising significant additional debt financing; however, certain limitations and conditions may apply that would require consent to be obtained. We have demonstrated our ability to secure consents to access debt markets. We have also been successful in accessing equity markets from time to time. We believe that we will be able to obtain additional debt or equity financing as needed.

In the normal course of business, we are exposed to interest rate risk from our long-term debt. To manage these risks, we may enter into derivative instruments such as interest rate swaps which are used to adjust the proportion of total debt that is subject to variable and fixed interest rates.

Our U.S. revolving credit facility, which matures on October 27, 2027, has a capacity of $1.1 billion and also provides an expansion option, which permits us to request an increase of up to $400 million to the credit facility upon satisfaction of certain conditions. The weighted-average interest rate on the majority of the outstanding credit facility borrowings was 6.92% and is principally based on SOFR plus the applicable margin, which was 1.60% at June 29, 2024.

The U.S. revolving credit facility contains various covenants. The minimum for the interest coverage ratio, defined as the ratio of EBITDA to interest expense for the most recent four quarters, is 3.0. The maximum for the leverage ratio, defined as the ratio of net debt to EBITDA for the most recent four quarters, is 4.0. EBITDA is defined in the loan agreement as (i) the sum of net income, interest expense, income taxes, depreciation expense, amortization expense, other non-cash items reducing consolidated net income and non-cash equity-based compensation expenses minus (ii) other non-cash items increasing consolidated net income.

The SECT has a revolving credit facility with a borrowing capacity of $35 million, maturing on October 26, 2025. Interest was 7.56% as of June 29, 2024 and is based on SOFR plus a margin of 2.23%.

We have $500 million aggregate principal amount of 4.25% senior notes due December 15, 2027 with interest paid semiannually on June 15 and December 15 of each year. The senior notes are unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries and contain normal incurrence-based covenants and limitations such as the ability to incur additional indebtedness, pay dividends, make other restricted payments and investments, create liens and certain corporate acts such as mergers and consolidations.

At June 29, 2024, we had $670 million of unused capacity, including $637 million from the U.S. revolving credit facility after considering standby letters of credit and other limitations.

Our Receivables Purchase Agreement, which matures on December 11, 2026, allows the Receivables Subsidiary to sell receivables to the Purchasers in amounts up to a $125 million limit so long as certain conditions are satisfied. The receivables are sold to the Purchasers in consideration for the Purchasers making payments of cash. Each Purchaser’s share of capital accrues yield at a variable rate plus an applicable margin, which totaled 6.39% as of June 29, 2024.

Table of Contents

We are in compliance with all covenants under each of our financing arrangements. See Note 4 - Receivables and Note 10 – Indebtedness, of Part I, Item 1, Financial Information of this report for additional details.

Dividends and Common Stock

We believe we can create long term value for our shareholders by continuing to invest in our business through both capital expenditures as well as investments in new market opportunities. We will also continue exploring opportunities to make strategic acquisitions and return capital to shareholders.

We are currently paying quarterly cash dividends on our Class A and Class B common stock and expect to continue to do so for the foreseeable future. See the Consolidated Condensed Statement of Shareholders Equity and Cash Flows, of Part I, Item 1, Financial Information, of this report for additional details.

The Board of Directors authorized a share repurchase program that permits repurchases for both Class A and Class B common stock, and allows us to buy up to an aggregate 3 million common shares. There are approximately 2.2 million common shares remaining under this authorization. See the Consolidated Condensed Statement of Shareholders Equity and Cash Flows, of Part I, Item 1, Financial Information and Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, of this report for additional details.

Today, we believe we can create long term value for our shareholders by continuing to invest in our business through both capital expenditures as well as investments in new market opportunities. We will also continue exploring opportunities to make strategic acquisitions and return capital to shareholders.

Off Balance Sheet Arrangements

We do not have any material off balance sheet arrangements that have or are reasonably likely to have a material future effect on our financial condition, results of operations or cash flows.

Contractual Obligations and Commercial Commitments

Our contractual obligations and commercial commitments have not changed materially from the disclosures in our Annual Report on Form 10-K for the year ended September 30, 2023. See Note 7 - Leases, Note 10 - Indebtedness, Note 15 - Employee Benefit Plans and Note 22 - Commitments and Contingencies, of Part I, Item 1, Financial Information, of this report for additional details.

Table of Contents

ECONOMIC CONDITIONS AND MARKET TRENDS

We operate within the aerospace and defense and industrial markets.

Our aerospace and defense businesses represented 70% of our 2023 sales. Within the defense market, our programs are directly affected by funding levels, which has recently increased. Our commercial aircraft market, which represented 20% of our 2023 sales, is aligning with our customers' growing demand. While domestic travel has recovered, global international travel remains slightly below pre-pandemic levels.

Within our industrial markets, which represented 30% of our 2023 sales, our programs benefited from increased order demand within industrial automation, simulation and test and energy markets.

A common factor throughout our markets is the continuing demand for technologically advanced products.

Aerospace and Defense

Within aerospace and defense, we serve three end markets: defense, commercial aircraft and space.

The defense market is dependent on military spending for development and production programs. We have a growing development program order book for future generation aircraft and turret programs, and we strive to embed our technologies within these high-performance military programs of the future, including the Textron Bell FLRAA. Aircraft production programs are typically long-term in nature, offering predictable capacity needs and future revenues. We maintain positions on numerous high priority programs, including the Lockheed Martin F-35 Lightning II. The large installed base of our products leads to attractive aftermarket sales and service opportunities. The tactical and strategic missile, missile defense and defense controls markets are dependent on many of the same market conditions as military aircraft, including overall military spending and program funding levels. At times when there are perceived threats to national security, U.S. and European defense spending can increase; at other times, defense spending can decrease. Future levels of defense spending have increased in the near-term given the current global tensions, and are subject to governmental approvals.

The commercial OEM aircraft market depends on a number of factors, including both the last decade's increasing global demand for air travel and increasing fuel prices. Both factors contributed to the demand for new, more fuel-efficient aircraft with lower operating costs that led to large production backlogs for Boeing and Airbus. Domestic air travel has recovered from the impact of the COVID-19 pandemic, and international travel utilizing primarily widebody aircraft is close to 2019 levels. Boeing and Airbus continue to increase their widebody aircraft production rates with the post-pandemic air traffic volumes, and any adjustments to their ramp schedules affects the demand for our flight control systems.

The commercial aftermarket is driven by usage and the age of the existing aircraft fleet for passenger and cargo aircraft, which drives the need for maintenance and repairs. We have seen a recovery in the demand volume for our maintenance services and spare parts after the COVID-19 pandemic. Since there were very few new A350 and 787 entries into service during the pandemic, our sales that are generated after the warranty period were delayed. However, the recent surge in demand for spares and repairs, driven by increased fleet utilization and the limited availability of new aircraft, is increasing our aftermarket activity.

The space market is comprised of three customer markets: the civil market, the U.S. Department of Defense market and the commercial space market. The civil market, namely NASA, is driven by investment for commercial and exploration activities, including NASA's return to the moon. The U.S. Department of Defense market is driven by governmental-authorized levels of defense spending, including funding for defense-related satellite technologies. Levels of U.S. defense spending could increase as there is growing emphasis on space as the next frontier of potential future conflicts. The commercial space market is driven by demand for small satellites, which offer new innovative space applications, including the support of broadband internet connectivity. Trends for this market, as well as for commercial launch vehicles, follow demand for increased capacity. Our launch vehicle and satellite components and systems, as well as our new space vehicle programs, will continue to benefit from increased investments in these markets.

Table of Contents

Industrial

Within industrial, we serve two end markets: industrial and medical.The industrial market consists of industrial automation products, simulation and test products and energy generation and exploration products. The medical market consists of medical devices and medical components products.

The industrial market we serve with our industrial automation products is influenced by several factors including capital investment levels, the pace of product and technology innovation, economic conditions and cost-reduction efforts and are placed in customers' facilities that serve the automotive market.

Our simulation and test products operate in markets that were largely affected by the same factors and investment challenges as our commercial aircraft market. However, we have seen stronger order demand for flight simulation systems as the airline training market recovers in line with domestic and foreign flight hours.

Our energy generation and exploration products operate in a market that is influenced by changing oil and natural gas prices, global urbanization and the resulting change in supply and demand for global energy. Historically, drivers for global growth include investments in power generation infrastructure and exploration of new oil and gas resources.

The medical market we serve, in general, is influenced by economic conditions, regulatory environments, hospital and outpatient clinic spending on equipment, population demographics, medical advances, patient demands and the need for precision control components and systems. Advances in medical technology and treatments have resulted in the greater need for medical services, which drive the demand for our medical devices and components programs.

Foreign Currencies

We are affected by the movement of foreign currencies compared to the U.S. dollar. About one-sixth of our 2023 sales were denominated in foreign currencies. During the first nine months of 2024, average foreign currency rates generally strengthened against the U.S. dollar compared to 2023. The translation of the results of our foreign subsidiaries into U.S. dollars increased sales by $3 million compared to the same period one year ago.

Table of Contents

Cautionary Statement

Information included or incorporated by reference in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by words such as: “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” “assume” and other words and terms of similar meaning (including their negative counterparts or other various or comparable terminology). These forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995, are neither historical facts nor guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements.

Although it is not possible to create a comprehensive list of all factors that may cause our actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the Securities and Exchange Commission (“SEC”) and include, but are not limited to, risks relating to: (i) our operation in highly competitive markets with competitors who may have greater resources than we possess; (ii) our operation in cyclical markets that are sensitive to domestic and foreign economic conditions and events; (iii) our heavy dependence on government contracts that may not be fully funded or may be terminated; (iv) supply chain constraints and inflationary impacts on prices for raw materials and components used in our products; (v) failure of our subcontractors or suppliers to perform their contractual obligations; and (vi) our accounting estimations for over-time contracts and any changes we need to make thereto. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

While we believe we have identified and discussed in our SEC filings the material risks affecting our business, there may be additional factors, risks and uncertainties not currently known to us or that we currently consider immaterial that may affect the forward-looking statements we make herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to update any forward-looking statement made in this report, except as required by applicable law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Refer to the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 for a complete discussion of our market risk. There have been no material changes in the current year regarding this market risk information.

Item 4. Controls and Procedures.

(a)Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective as of June 29, 2024 to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

(b)Changes in Internal Control over Financial Reporting. There have been no changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II OTHER INFORMATION

Item 1A. Risk Factors.

Refer to the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 for a complete discussion of our risk factors. There have been no material changes in the current year regarding our risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c)The following table summarizes our purchases of our common stock for the quarter ended June 29, 2024.


Period	(a) Total Number of Shares Purchased (1) (2)(3)	(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)
March 31, 2024 - April 27, 2024	11,620	$	155.52	—	2,172,081
April 28, 2024 - June 1, 2024	19,747	167.99		—	2,172,081
June 2, 2024 - June 29, 2024	7,976	170.47		—	2,172,081
Total	39,343	$	164.81	—	2,172,081

(1)Reflects purchases by the SECT of shares of Class B common stock from the ESPP, the RSP and from equity-based compensation award recipients under right of first refusal terms at average prices as follows: 7,547 shares at $155.27 in April, 16,098 shares at $167.12 in May and 6,017 shares at $170.70 in June.

(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 at average prices as follows: In April, we accepted delivery of 2,083 Class B shares at $156.85. In May, we accepted delivery of 993 Class A shares at $172.61 and 571 Class B shares at $166.34. In June, we accepted delivery of 709 Class B shares at $169.35. In connection with the issuance of equity-based awards and shares to the ESPP, we purchased 1,990 Class B shares at $155.07 per share from the SECT in April, 2,085 Class B shares at $172.97 in May and 1,250 Class B shares at $170.00 in June.

(3)The Board of Directors has authorized a share repurchase program that permits the purchase of up to 3 million common shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management.

Table of Contents

Item 6. Exhibits.

(a)

Exhibits

10.1

Form UK Severance Benefit Agreement

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Interactive Date files (submitted electronically herewith)

(101.INS)

XBRL Instance Document - 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

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Moog Inc.

(Registrant)

Date:

August 8, 2024

/s/ Pat Roche

Pat Roche

Chief Executive Officer

(Principal Executive Officer)

Date:

August 8, 2024

/s/ Jennifer Walter

Jennifer Walter

Chief Financial Officer

(Principal Financial Officer)

Date:

August 8, 2024

/s/ Nicholas Hart

Nicholas Hart

Controller (Principal Accounting Officer)

MOOG INC. [MOG-B] Filings

MOOG INC. [MOG-A] Filings