MOOG Inc.

04/26/2024 | Press release | Distributed by Public on 04/26/2024 10:29

Quarterly Report for Quarter Ending March 30, 2024 (Form 10-Q)

mog-20240330
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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 March 30, 2024

OR

☐
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 ☐


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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 April 19, 2024 was:
Class A common stock, 28,759,355 shares
Class B common stock, 3,209,711 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
4
Consolidated Condensed Statements of Comprehensive Income
5
Consolidated Condensed Balance Sheets
6
Consolidated Condensed Statements of Shareholders' Equity
7
Consolidated Condensed Statements of Cash Flows
9
Notes to Consolidated Condensed Financial Statements
10
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
33
Item 3
Quantitative and Qualitative Disclosures about Market Risk
47
Item 4
Controls and Procedures
47
PART II
OTHER INFORMATION
Item 1A
Risk Factors
48
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
48
Item 6
Exhibits
49
SIGNATURES
50



Table of Contents
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Statements of Earnings
(Unaudited)
Three Months Ended Six Months Ended
(dollars in thousands, except share and per share data) March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Net sales $ 930,303 $ 836,792 $ 1,787,153 $ 1,596,895
Cost of sales 663,350 615,477 1,287,001 1,171,894
Inventory write-down 175 - 175 -
Gross profit 266,778 221,315 499,977 425,001
Research and development 28,382 26,743 58,961 50,605
Selling, general and administrative 124,961 116,695 243,686 229,860
Interest 18,003 14,963 34,697 28,095
Asset impairment 6,750 1,219 6,750 1,219
Restructuring 6,750 2,017 8,639 3,095
Gain on sale of buildings - (527) - (10,030)
Other 3,183 3,901 5,884 5,552
Earnings before income taxes 78,749 56,304 141,360 116,605
Income taxes 18,746 13,291 33,545 27,576
Net earnings $ 60,003 $ 43,013 $ 107,815 $ 89,029
Net earnings per share
Basic $ 1.88 $ 1.35 $ 3.38 $ 2.80
Diluted $ 1.86 $ 1.34 $ 3.34 $ 2.79
Weighted average common shares outstanding
Basic 31,967,828 31,848,140 31,934,965 31,797,071
Diluted 32,335,418 32,043,910 32,295,762 31,959,315
See accompanying Notes to Consolidated Condensed Financial Statements.


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Consolidated Condensed Statements of Comprehensive Income
(Unaudited)
Three Months Ended Six Months Ended
(dollars in thousands) March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Net earnings $ 60,003 $ 43,013 $ 107,815 $ 89,029
Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment (13,726) 11,544 17,287 62,279
Retirement liability adjustment 2,173 2,032 3,851 3,231
Change in accumulated loss on derivatives 200 1,080 518 2,999
Other comprehensive income (loss), net of tax (11,353) 14,656 21,656 68,509
Comprehensive income $ 48,650 $ 57,669 $ 129,471 $ 157,538
See accompanying Notes to Consolidated Condensed Financial Statements.


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Consolidated Condensed Balance Sheets
(Unaudited)
(dollars in thousands) March 30,
2024 		September 30,
2023
ASSETS
Current assets
Cash and cash equivalents $ 59,066 $ 68,959
Restricted cash 665 185
Receivables, net 419,399 434,723
Unbilled receivables 794,167 706,601
Inventories, net 810,483 724,002
Prepaid expenses and other current assets 73,165 50,862
Total current assets 2,156,945 1,985,332
Property, plant and equipment, net 869,303 814,696
Operating lease right-of-use assets 57,074 56,067
Goodwill 828,469 821,301
Intangible assets, net 68,876 71,637
Deferred income taxes 9,063 8,749
Other assets 49,390 50,254
Total assets $ 4,039,120 $ 3,808,036
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 267,731 $ 264,573
Accrued compensation 73,961 111,154
Contract advances and progress billings 404,876 377,977
Accrued liabilities and other 257,960 211,769
Total current liabilities 1,004,528 965,473
Long-term debt, excluding current installments 948,615 863,092
Long-term pension and retirement obligations 160,265 157,455
Deferred income taxes 22,765 37,626
Other long-term liabilities 149,688 148,303
Total liabilities 2,285,861 2,171,949
Shareholders' equity
Common stock - Class A 43,826 43,822
Common stock - Class B 7,454 7,458
Additional paid-in capital 702,272 608,270
Retained earnings 2,587,222 2,496,979
Treasury shares (1,071,558) (1,057,938)
Stock Employee Compensation Trust (153,295) (114,769)
Supplemental Retirement Plan Trust (129,709) (93,126)
Accumulated other comprehensive loss (232,953) (254,609)
Total shareholders' equity 1,753,259 1,636,087
Total liabilities and shareholders' equity $ 4,039,120 $ 3,808,036
See accompanying Notes to Consolidated Condensed Financial Statements.

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Consolidated Condensed Statements of Shareholders' Equity
(Unaudited)

Three Months Ended Six Months Ended
(dollars in thousands) March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
COMMON STOCK
Beginning and end of period $ 51,280 $ 51,280 $ 51,280 $ 51,280
ADDITIONAL PAID-IN CAPITAL
Beginning of period 673,261 550,511 608,270 516,123
Issuance of treasury shares 4,126 2,087 6,286 4,315
Equity-based compensation expense 2,182 2,128 5,636 4,571
Adjustment to market - SECT and SERP 22,703 21,780 82,080 51,497
End of period 702,272 576,506 702,272 576,506
RETAINED EARNINGS
Beginning of period 2,536,172 2,397,814 2,496,979 2,360,055
Net earnings 60,003 43,013 107,815 89,029
Dividends(1)
(8,953) (8,602) (17,572) (16,859)
End of period 2,587,222 2,432,225 2,587,222 2,432,225
TREASURY SHARES AT COST
Beginning of period (1,065,654) (1,055,735) (1,057,938) (1,047,012)
Class A and B shares issued related to compensation 5,623 7,283 6,618 9,007
Class A and B shares purchased (11,527) (7,735) (20,238) (18,182)
End of period (1,071,558) (1,056,187) (1,071,558) (1,056,187)
STOCK EMPLOYEE COMPENSATION TRUST ("SECT")
Beginning of period (146,373) (89,689) (114,769) (73,602)
Issuance of shares 10,787 7,234 15,788 9,795
Purchase of shares (4,846) (5,468) (8,817) (7,221)
Adjustment to market (12,863) (11,957) (45,497) (28,852)
End of period (153,295) (99,880) (153,295) (99,880)
SUPPLEMENTAL RETIREMENT PLAN ("SERP") TRUST
Beginning of period (119,869) (71,811) (93,126) (58,989)
Adjustment to market (9,840) (9,823) (36,583) (22,645)
End of period (129,709) (81,634) (129,709) (81,634)
ACCUMULATED OTHER COMPREHENSIVE LOSS
Beginning of period (221,600) (257,189) (254,609) (311,042)
Other comprehensive income (loss) (11,353) 14,656 21,656 68,509
End of period (232,953) (242,533) (232,953) (242,533)
TOTAL SHAREHOLDERS' EQUITY $ 1,753,259 $ 1,579,777 $ 1,753,259 $ 1,579,777
See accompanying Notes to Consolidated Condensed Financial Statements.
(1) Cash dividends were $0.28 and $0.55 per share for thethree and six months ended March 30, 2024 and $0.27 and $0.53 per share for three and six months ended April 1, 2023.
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Consolidated Condensed Statements of Shareholders' Equity, Shares
(Unaudited)
Three Months Ended Six Months Ended
(share data) March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
COMMON STOCK - CLASS A
Beginning of period 43,825,917 43,806,835 43,822,344 43,806,835
Conversion of Class B to Class A 433 - 4,006 -
End of period 43,826,350 43,806,835 43,826,350 43,806,835
COMMON STOCK - CLASS B
Beginning of period 7,453,796 7,472,878 7,457,369 7,472,878
Conversion of Class B to Class A (433) - (4,006) -
End of period 7,453,363 7,472,878 7,453,363 7,472,878
TREASURY SHARES - CLASS A COMMON STOCK
Beginning of period (14,647,019) (14,666,508) (14,657,897) (14,614,444)
Class A shares issued related to compensation 1,974 6,069 20,385 41,619
Class A shares purchased (802) (2,677) (8,335) (90,291)
End of period (14,645,847) (14,663,116) (14,645,847) (14,663,116)
TREASURY SHARES - CLASS B COMMON STOCK
Beginning of period (2,891,694) (2,991,901) (2,896,845) (3,020,291)
Class B shares issued related to compensation 104,202 129,791 168,465 202,531
Class B shares purchased (78,309) (84,728) (137,421) (129,078)
End of period (2,865,801) (2,946,838) (2,865,801) (2,946,838)
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 (584,600) (602,600) (592,128) (611,942)
Issuance of shares 74,137 82,356 111,445 112,425
Purchase of shares (33,612) (57,083) (63,392) (77,810)
End of period (544,075) (577,327) (544,075) (577,327)
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.

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Consolidated Condensed Statements of Cash Flows
(Unaudited)

Six Months Ended
(dollars in thousands) March 30,
2024 		April 1,
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 107,815 $ 89,029
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation 42,276 36,810
Amortization 5,296 5,862
Deferred income taxes (17,805) (9,970)
Equity-based compensation expense 7,212 5,765
Gain on sale of buildings - (10,030)
Asset impairment and inventory write-down 6,925 1,219
Other 2,207 3,292
Changes in assets and liabilities providing (using) cash:
Receivables 17,469 (10,836)
Unbilled receivables (86,197) (65,840)
Inventories (77,396) (72,346)
Accounts payable 1,847 1,971
Contract advances and progress billings 24,512 17,067
Accrued expenses 903 (33,030)
Accrued income taxes 10,833 11,965
Net pension and post retirement liabilities 5,687 7,119
Other assets and liabilities (35,195) (11,063)
Net cash provided (used) by operating activities 16,389 (33,016)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired (5,911) -
Purchase of property, plant and equipment (77,530) (89,743)
Net proceeds from businesses sold - 959
Net proceeds from buildings sold - 18,825
Other investing transactions (515) (4,241)
Net cash used by investing activities (83,956) (74,200)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving lines of credit 509,500 503,232
Payments on revolving lines of credit (425,000) (381,300)
Payments on long-term debt - (188)
Payments on finance lease obligations (2,741) (1,899)
Payment of dividends (17,572) (16,859)
Proceeds from sale of treasury stock 7,579 9,148
Purchase of outstanding shares for treasury (20,238) (20,457)
Proceeds from sale of stock held by SECT 15,788 9,795
Purchase of stock held by SECT (9,407) (7,221)
Other financing transactions - (2,024)
Net cash provided by financing activities 57,909 92,227
Effect of exchange rate changes on cash 245 5,410
Decrease in cash, cash equivalents and restricted cash (9,413) (9,579)
Cash, cash equivalents and restricted cash at beginning of period 69,144 119,233
Cash, cash equivalents and restricted cash at end of period $ 59,731 $ 109,654
SUPPLEMENTAL CASH FLOW INFORMATION
Treasury shares issued as compensation $ 5,325 $ 4,174
Assets acquired through lease financing 18,160 11,007
See accompanying Notes to Consolidated Condensed Financial Statements.
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Notes to Consolidated Condensed Financial Statements
Six Months Ended March 30, 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 six months ended March 30, 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 six months ended March 30, 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.
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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.

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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 six months ended March 30, 2024we recognized additional revenue of $2,479 and $2,384 respectively, for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods. For the three and six months ended April 1, 2023 we recognized additional revenue of $2,233 and lower revenue $2,066, 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 six months ended March 30, 2024.

As of March 30, 2024, we had contract reserves of $63,315. 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.

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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:
March 30,
2024 		September 30, 2023
Unbilled receivables $ 794,167 $ 706,601
Contract advances and progress billings 404,876 377,977
Net contract assets $ 389,291 $ 328,624

The increase in contract assets reflects the net impact of additional unbilled revenues recorded in excess of revenue recognized during the period. The increase in contract liabilities reflects the net impact of additional deferred revenues recorded in excess of revenue recognized during the period. For the three and six months ended March 30, 2024, we recognized $45,503 and $143,209 of revenue, that was included in the contract liability balance at the beginning of the year.

Remaining Performance Obligations
As of March 30, 2024, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) was $5,200,000. We expect to recognize approximately 48% 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.
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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. The purchase price allocation is subject to adjustments as we obtain additional information for our estimates during the measurement period.

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 $13,075 and recorded a loss of $15,246, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in escrow.

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.

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Note 4 - Receivables
Receivables consist of:
March 30,
2024 		September 30,
2023
Accounts receivable $ 393,103 $ 426,804
Other 29,513 11,929
Less allowance for credit losses (3,217) (4,010)
Receivables, net $ 419,399 $ 434,723
During the three months ended March 30, 2024, we recorded an impairment charge 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 portionof 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 $174,779 and $323,606 for the three and six months ended March 30, 2024, respectively. Total cash collections under the RPA were $174,779 and $298,606 for the three and six months ended March 30, 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 March 30, 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 $649,274 at March 30, 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.
15

Note 5 - Inventories
Inventories, net of reserves, consist of:
March 30,
2024 		September 30,
2023
Raw materials and purchased parts $ 290,748 $ 270,305
Work in progress 424,215 368,277
Finished goods 95,520 85,420
Inventories, net $ 810,483 $ 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 March 30, 2024 and September 30, 2023.
During the three months ended March 30, 2024, we recorded $175 of write-downs due to the U.S. Army announcement cancelling the FARA program.
Note 6 - Property, Plant and Equipment
Property, plant and equipment consists of:
March 30,
2024 		September 30,
2023
Land $ 31,826 $ 31,417
Buildings and improvements 675,578 646,079
Machinery and equipment 864,832 827,257
Computer equipment and software 229,027 228,284
Property, plant and equipment, at cost 1,801,263 1,733,037
Less accumulated depreciation and amortization (931,960) (918,341)
Property, plant and equipment, net $ 869,303 $ 814,696
During the three months ended March 30, 2024, we recorded $304 of impairment charges on equipment no longer in use.
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.





16


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 Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Operating lease cost $ 8,245 $ 7,560 $ 15,215 $ 14,955
Finance lease cost:
Amortization of right-of-use assets $ 2,072 $ 1,146 $ 3,898 $ 2,118
Interest on lease liabilities 1,335 427 2,567 791
Total finance lease cost $ 3,407 $ 1,573 $ 6,465 $ 2,909
Supplemental cash flow information related to leases was as follows:
Six Months Ended
March 30,
2024 		April 1,
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow for operating leases $ 15,600 $ 15,094
Operating cash flow for finance leases 2,567 791
Financing cash flow for finance leases 2,741 1,899
Assets obtained in exchange for lease obligations:
Operating leases $ 6,543 $ 1,393
Finance leases 11,617 9,614



17


Supplemental balance sheet information related to leases was as follows:
March 30,
2024 		September 30,
2023
Operating Leases:
Operating lease right-of-use assets $ 57,074 $ 56,067
Accrued liabilities and other $ 11,395 $ 11,283
Other long-term liabilities 56,807 56,398
Total operating lease liabilities $ 68,202 $ 67,681
Finance Leases:
Property, plant, and equipment, at cost $ 98,707 $ 85,324
Accumulated depreciation (15,224) (10,913)
Property, plant, and equipment, net $ 83,483 $ 74,411
Accrued liabilities and other $ 7,139 $ 5,621
Other long-term liabilities 79,963 71,225
Total finance lease liabilities $ 87,102 $ 76,846
Weighted average remaining lease term in years:
Operating leases 6.5 6.9
Finance leases 21.3 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:
March 30, 2024
Operating Leases Finance Leases
2024 $ 7,545 $ 5,984
2025 13,858 11,790
2026 13,185 11,512
2027 11,904 10,761
2028 9,827 9,762
Thereafter 24,152 140,790
Total lease payments 80,471 190,599
Less: imputed interest (12,269) (103,497)
Total $ 68,202 $ 87,102


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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, the Company 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 28 1,725 - 2,676 4,429
Balance at March 30, 2024 $ 259,503 $ 115,740 $ 92,612 $ 360,614 $ 828,469
Goodwill in our Space and Defense segment is net of a $4,800 accumulated impairment loss at March 30, 2024. Goodwill in our Medical Devices reporting unit, included in our Industrial segment, is net of a $38,200 accumulated impairment loss at March 30, 2024.

The components of intangible assets are as follows:
March 30, 2024 September 30, 2023
Weighted-
Average
Life (years) 		Gross Carrying
Amount 		Accumulated
Amortization 		Gross Carrying
Amount 		Accumulated
Amortization
Customer-related 11 $ 132,602 $ (95,198) $ 133,269 $ (93,648)
Technology-related 9 71,559 (58,499) 69,242 (56,106)
Program-related 23 38,333 (23,039) 37,465 (21,672)
Marketing-related 8 22,516 (19,587) 21,890 (18,995)
Other 10 1,801 (1,612) 1,773 (1,581)
Intangible assets 12 $ 266,811 $ (197,935) $ 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, trade names and non-compete agreements.

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.


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Amortization of acquired intangible assets is as follows:
Three Months Ended Six Months Ended
March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023
Acquired intangible asset amortization $ 2,563 $ 2,865 $ 5,288 $ 5,852
Based on acquired intangible assets recorded at March 30, 2024, amortization is estimated to be approximately:
2024 2025 2026 2027 2028
Estimated future amortization of acquired intangible assets $ 10,300 $ 9,600 $ 9,500 $ 8,300 $ 7,500



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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:
March 30, 2024 September 30, 2023
Moog Aircraft Service Asia $ 1,615 $ 1,302
NOVI LLC - 325
Suffolk Technologies Fund 1, L.P. 1,603 1,180
Net investment balance $ 3,218 $ 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 Six Months Ended
Statements of Earnings location March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Net gain (loss)
Equity method investments and joint ventures Other $ 338 $ 176 $ 271 $ (28)
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.

During the three months ended March 30, 2024 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 $6,078.

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 March 30, 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 March 30, 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.


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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:
March 30,
2024 		September 30,
2023
U.S. revolving credit facility $ 450,000 $ 334,500
SECT revolving credit facility 2,000 33,000
Senior notes 4.25% 500,000 500,000
Senior debt 952,000 867,500
Less deferred debt issuance cost (3,385) (4,408)
Long-term debt $ 948,615 $ 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.



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Note 11 - Other Accrued Liabilities
Other accrued liabilities consists of:
March 30,
2024 		September 30, 2023
Employee benefits $ 50,388 $ 47,653
Contract reserves 63,315 45,257
Warranty accrual 23,616 22,939
Accrued income taxes 36,796 29,631
Other 83,845 66,289
Other accrued liabilities $ 257,960 $ 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 Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Warranty accrual at beginning of period $ 24,096 $ 22,429 $ 22,939 $ 23,072
Warranties issued during current period 1,971 2,994 5,290 4,952
Adjustments to pre-existing warranties (155) (229) (681) (443)
Reductions for settling warranties (2,148) (3,179) (4,024) (5,984)
Foreign currency translation (148) 47 92 465
Warranty accrual at end of period $ 23,616 $ 22,062 $ 23,616 $ 22,062
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 March 30, 2024, we had no outstanding foreign currency contracts.

We use forward currency contracts to hedge our net investment in certain foreign subsidiaries. As of March 30, 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 March 30, 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 six months of 2024 or 2023.


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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 $130,012 at March 30, 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 Six Months Ended
Statements of Earnings location March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Net gain (loss)
Foreign currency contracts Other $ (2,919) $ (890) $ 1,533 $ 3,105
Summary of derivatives
The fair value and classification of derivatives is summarized as follows:
Balance Sheets location March 30,
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 $ 41 $ 93
Foreign currency contracts Accrued liabilities and other $ 445 $ 324



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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 March 30,
2024 		September 30,
2023
Foreign currency contracts Other current assets $ 41 $ 388
Total assets $ 41 $ 388
Foreign currency contracts Accrued liabilities and other $ 445 $ 905
Acquisition contingent consideration Accrued liabilities and other 3,256 -
Acquisition contingent consideration Other long-term liabilities - 3,089
Total liabilities $ 3,701 $ 3,994
The changes in financial liabilities classified as Level 3 within the fair value hierarchy are as follows:
Three Months Ended Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Balance at beginning of period $ 3,172 $ 3,365 $ 3,089 $ 3,272
Acquisition adjustment - (491) - (491)
Increase in discounted future cash flows recorded as interest expense 84 80 167 173
Balance at end of period $ 3,256 $ 2,954 $ 3,256 $ 2,954
Our only financial instrument for which the carrying value differs from its fair value is long-term debt. At March 30, 2024, the fair value of long-term debt was $915,743 compared to its carrying value of $952,000. 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.


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Table of Contents
Note 14 - Restructuring
In 2024, we initiated restructuring actions in relation to portfolio shaping activities in our Military Aircraft and Industrial segments. These actions have and will result in workforce reductions, principally in the U.S. The 2024 restructuring charges include $2,293 for severance, $733 of non-cash charges related to intangibles written off and $2,390 of other costs. These actions contain certain elements that will continue through 2025 and are expected to result in additional costs of up to $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 up to approximately $9,000.

Restructuring activity for severance and other costs by segment and reconciliation to consolidated amounts is as follows:
Space and Defense Military Aircraft Industrial Total
Balance at October 1, 2023 $ 1,622 $ 347 $ 8,208 $ 10,177
Charged to expense - 2024 plan - 3,123 2,293 5,416
Charged to expense - 2023 plan - - 3,283 3,283
Adjustments to provision (178) - (60) (238)
Non-cash charges - 2024 plan - (733) - (733)
Cash payments - 2024 plan - (1,219) (176) (1,395)
Cash payments - 2023 plan (1,444) (198) (3,231) (4,873)
Cash payments - 2022 plan - - (241) (241)
Cash payments - 2020 plan - - (24) (24)
Cash payments - 2018 plan - - (251) (251)
Foreign currency translation - - 127 127
Balance at March 30, 2024 $ - $ 1,320 $ 9,928 $ 11,248
As of March 30, 2024, the restructuring accrual consists of $3,288 for the 2024 plan, $4,417 for the 2023 plan, $388 for the 2022 plan, $2,141 for the 2020 plan and $1,014 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.


26

Table of Contents
Note 15 - Employee Benefit Plans
Pension expense for our defined contribution plans consists of:
Three Months Ended Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
U.S. defined contribution plans $ 13,310 $ 12,003 $ 25,362 $ 22,188
Non-U.S. defined contribution plans 2,653 2,047 4,951 4,112
Total expense for defined contribution plans $ 15,963 $ 14,050 $ 30,313 $ 26,300
Net periodic benefit costs for our defined benefit pension plans are as follows:
Three Months Ended Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
U.S. Plans
Service cost $ 2,693 $ 3,228 $ 5,387 $ 6,456
Interest cost 6,973 7,028 13,946 14,056
Expected return on plan assets (6,816) (7,147) (13,633) (14,294)
Amortization of actuarial loss 3,072 3,362 6,144 6,724
Expense for U.S. defined benefit plans $ 5,922 $ 6,471 $ 11,844 $ 12,942
Non-U.S. Plans
Service cost $ 653 $ 666 $ 1,303 $ 1,308
Interest cost 1,432 1,354 2,850 2,657
Expected return on plan assets (1,107) (1,057) (2,203) (2,074)
Amortization of prior service cost 14 14 28 27
Amortization of actuarial loss 52 99 104 195
Expense for non-U.S. defined benefit plans $ 1,044 $ 1,076 $ 2,082 $ 2,113



27


Note 16 - Income Taxes
The effective tax rate for the three and six months ended March 30, 2024 was 23.8% and 23.7%, respectively. The effective tax rate for the three and six months ended April 1, 2023 was 23.6%. The effective tax rate for the three and six months ended March 30, 2024 and April 1, 2023 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.
Note 17 - Accumulated Other Comprehensive Income (Loss)
The changes in AOCIL, net of tax, by component for the six months ended March 30, 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 17,298 (238) 69 17,129
Amounts reclassified from AOCIL (11) 4,089 449 4,527
OCI, net of tax 17,287 3,851 518 21,656
AOCIL at March 30, 2024 $ (123,199) $ (109,754) $ - $ (232,953)
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 Six Months Ended
Statements of Earnings location March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Retirement liability:
Prior service cost $ 14 $ 14 $ 28 $ 27
Actuarial losses 2,660 2,882 5,318 5,759
Reclassification from AOCIL into earnings 2,674 2,896 5,346 5,786
Tax effect (629) (679) (1,257) (1,357)
Net reclassification from AOCIL into earnings $ 2,045 $ 2,217 $ 4,089 $ 4,429
Derivatives:
Foreign currency contracts Sales $ - $ 211 $ - $ 517
Foreign currency contracts Cost of sales 293 701 588 1,673
Reclassification from AOCIL into earnings 293 912 588 2,190
Tax effect (69) (206) (139) (493)
Net reclassification from AOCIL into earnings $ 224 $ 706 $ 449 $ 1,697
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 Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Foreign currency contracts $ (32) $ 489 $ 90 $ 1,687
Net gain (loss) (32) 489 90 1,687
Tax effect 8 (115) (21) (385)
Net deferral in AOCIL of derivatives $ (24) $ 374 $ 69 $ 1,302



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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 Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Basic weighted-average shares outstanding 31,967,828 31,848,140 31,934,965 31,797,071
Dilutive effect of equity-based awards 367,590 195,770 360,797 162,244
Diluted weighted-average shares outstanding 32,335,418 32,043,910 32,295,762 31,959,315
Anti-dilutive shares from equity-based awards 4,640 3,425 4,640 12,576
Note 20 - Segments
Disaggregation of net sales by segment for the three and six months ended March 30, 2024 and April 1, 2023 are as follows:
Three Months Ended Six Months Ended
Market Type March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Net sales:
Space $ 113,697 $ 111,873 $ 213,307 $ 207,758
Defense 153,090 133,980 283,608 255,880
Space and Defense 266,787 245,853 496,915 463,638
Original Equipment Manufacturers 153,611 138,701 294,982 271,469
Aftermarket 48,889 44,052 93,762 89,084
Military Aircraft 202,500 182,753 388,744 360,553
Original Equipment Manufacturers 140,281 110,986 269,983 191,661
Aftermarket 67,313 53,265 131,833 105,049
Commercial Aircraft 207,594 164,251 401,816 296,710
Energy 34,504 28,980 67,274 60,550
Industrial Automation 115,959 125,538 232,374 236,656
Simulation and Test 38,053 24,765 75,558 53,090
Medical 64,906 64,652 124,472 125,698
Industrial 253,422 243,935 499,678 475,994
Net sales $ 930,303 $ 836,792 $ 1,787,153 $ 1,596,895


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Three Months Ended Six Months Ended
Customer Type March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Net sales:
Commercial $ 45,033 $ 29,216 $ 79,337 $ 53,789
U.S. Government (including OEM) 198,223 202,579 374,625 382,017
Other 23,531 14,058 42,953 27,832
Space and Defense 266,787 245,853 496,915 463,638
U.S. Government (including OEM) 140,446 134,062 275,611 263,844
Other 62,054 48,691 113,133 96,709
Military Aircraft (1)
202,500 182,753 388,744 360,553
Commercial 200,553 164,251 385,228 293,257
Other 7,041 - 16,588 3,453
Commercial Aircraft (1)
207,594 164,251 401,816 296,710
Commercial 249,808 240,190 492,194 466,029
U.S. Government (including OEM) 2,084 838 4,924 2,118
Other 1,530 2,907 2,560 7,847
Industrial 253,422 243,935 499,678 475,994
Commercial 495,394 433,657 956,759 813,075
U.S. Government (including OEM) 340,753 337,479 655,160 647,979
Other 94,156 65,656 175,234 135,841
Net sales $ 930,303 $ 836,792 $ 1,787,153 $ 1,596,895
(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 Six Months Ended
Revenue Recognition Method March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Net sales:
Over-time $ 242,631 $ 229,073 $ 452,826 $ 431,163
Point in time 24,156 16,780 44,089 32,475
Space and Defense 266,787 245,853 496,915 463,638
Over-time 161,959 149,795 313,915 293,085
Point in time 40,541 32,958 74,829 67,468
Military Aircraft 202,500 182,753 388,744 360,553
Over-time 157,107 126,680 300,010 230,246
Point in time 50,487 37,571 101,806 66,464
Commercial Aircraft 207,594 164,251 401,816 296,710
Over-time 34,761 27,862 66,511 60,918
Point in time 218,661 216,073 433,167 415,076
Industrial 253,422 243,935 499,678 475,994
Over-time 596,458 533,410 1,133,262 1,015,412
Point in time 333,845 303,382 653,891 581,483
Net sales $ 930,303 $ 836,792 $ 1,787,153 $ 1,596,895



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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 six months ended March 30, 2024 and April 1, 2023 and a reconciliation of segment operating profit to earnings before income taxes are as follows:
Three Months Ended Six Months Ended
March 30,
2024 		April 1,
2023 		March 30,
2024 		April 1,
2023
Operating profit:
Space and Defense $ 42,243 $ 27,507 $ 67,540 $ 47,801
Military Aircraft 16,769 16,181 36,358 31,382
Commercial Aircraft 24,845 15,681 45,471 30,198
Industrial 28,155 24,397 57,179 61,148
Total operating profit 112,012 83,766 206,548 170,529
Deductions from operating profit:
Interest expense 18,003 14,963 34,697 28,095
Equity-based compensation expense 3,047 2,791 7,212 5,765
Non-service pension expense 3,191 3,115 6,378 6,214
Corporate and other expenses, net 9,022 6,593 16,901 13,850
Earnings before income taxes $ 78,749 $ 56,304 $ 141,360 $ 116,605
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 $874,000 and $809,000, respectively as of September 30, 2023.


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Note 21 - Related Party Transactions
John Scannell, Moog's Non-Executive Chairman of the Board of Directors, is a member of the Board of Directors of M&T Bank Corporation and M&T Bank. 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 six months ended March 30, 2024 totaled $2,822 and $6,529, respectively. Financing and lease transactions for the three and six months ended April 1, 2023 totaled $3,637 and $7,054, respectively. At March 30, 2024, we held outstanding leases with a total remaining obligation of $15,461. At March 30, 2024, outstanding deposits on our behalf for future equipment leases totaled $3,043. 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 $15,159 related to standby letters of credit issued by banks to third parties on our behalf at March 30, 2024.
Note 23 - Subsequent Event
On April 25, 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 May 28, 2024 to shareholders of record at the close of business on May 10, 2024.


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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, 64% of revenue was recognized over time for the quarter ended March 30, 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 quarter ended March 30, 2024, 36% 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™."



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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 invest in our business through both capital expenditures and investments in new market opportunities. We will also continue exploring opportunities to make strategic acquisitions and return capital to shareholders.

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.The purchase price allocation is subject to adjustments as we obtain additional information for our estimates during the measurement period.

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 $13 million and recorded a loss of $15 million, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in escrow.

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.




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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.



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CONSOLIDATED RESULTS OF OPERATIONS
Three Months Ended
Six Months Ended
(dollars and shares in millions, except per share data) March 30, 2024 April 1, 2023 $ Variance % Variance March 30, 2024 April 1, 2023 $ Variance % Variance
Net sales $ 930 $ 837 $ 94 11 % $ 1,787 $ 1,597 $ 190 12 %
Gross margin 28.7 % 26.4 % 28.0 % 26.6 %
Research and development expenses $ 28 $ 27 $ 2 6 % $ 59 $ 51 $ 8 17 %
Selling, general and administrative expenses as a percentage of sales 13.4 % 13.9 % 13.6 % 14.4 %
Interest expense $ 18 $ 15 $ 3 20 % $ 35 $ 28 $ 7 23 %
Asset impairment $ 7 $ 1 $ 6 n/a $ 7 $ 1 $ 6 n/a
Restructuring expense $ 7 $ 2 $ 5 n/a $ 9 $ 3 $ 6 n/a
Gain on sale of buildings $ - $ (1) $ 1 (100 %) $ - (10) $ 10 (100 %)
Other $ 3 $ 4 $ (1) (18 %) $ 6 $ 6 $ - 6 %
Effective tax rate 23.8 % 23.6 % 23.7 % 23.6 %
Net earnings $ 60 $ 43 $ 17 39 % $ 108 $ 89 $ 19 21 %
Diluted earnings per share $ 1.86 $ 1.34 $ 0.52 39 % $ 3.34 $ 2.79 $ 0.55 20 %
Twelve-month backlog $ 2,500 $ 2,300 $ 200 9 %
Net sales increased across all of our segments in the second quarter and in the first half of 2024 compared to the second quarter and the first half of 2023.

Gross margin increased in the second quarter of 2024 compared to the second quarter of 2023. In the second quarter of 2024, we benefited $14 million from the Employee Retention Credit associated with the CARES Act. Also, improved performance on our space vehicle development programs and the results of our simplification initiatives in Military Aircraft increased gross margin. Gross margin the first half of 2024 increased due to the same factors as the second quarter. These increases were partially offset by the absence of a favorable sales mix last year in Commercial Aircraft.

Research and development expenses in the first half of 2024 increased compared to the same period of 2023. Activity supporting our new growth programs in both Space and Defense and in Industrial increased research and development expense $11 million, and was partially offset by a $3 million reduction in Military Aircraft.

Selling, general and administrative expenses as a percentage of sales decreased in the second quarter and in the first half of 2024 compared to the second quarter and the first half of 2023, reflecting the higher sales volume.

Interest expense increased in the second quarter and in the first half of 2024 compared to the second quarter and the first half of 2023 due to higher debt balances, as well as higher rates on those outstanding debt balances.

As we continue to simplify our operations and product portfolios, we incurred charges for impairments and for various restructuring activities in 2024 and 2023. In the second quarter of 2024, we incurred $6 million of impairments in Military Aircraft and $8 million of restructuring and other charges in Industrial and Military Aircraft. The second quarter of 2023 included $3 million of charges for various restructuring activities and impairments across all of our segments. The first half of 2024 included the first quarter's restructuring charges from Industrial. The first half of 2023 included the gain from the sale of three buildings in Industrial, partially offset by restructuring and other charges, primarily in Industrial.

Twelve-month backlog increased in the second quarter of 2024 compared with the second quarter of 2023. Within Commercial Aircraft, we had higher orders in our aftermarket and OEM programs. In Space and Defense, we had higher orders for our new space vehicle programs, as well as across our U.S. and European defense programs. In Military Aircraft, we also had higher orders across various legacy programs as well as for the F-35 program. Partially offsetting these increases was a decline in Industrial's twelve-month backlog due to lower orders across our industrial automation and our medical device programs.



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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 Six Months Ended
(dollars in millions) March 30, 2024 April 1, 2023 $ Variance % Variance March 30, 2024 April 1, 2023 $ Variance % Variance
Net sales $ 267 $ 246 $ 21 9 % $ 497 $ 464 $ 33 7 %
Operating profit $ 42 $ 28 $ 15 54 % $ 68 $ 48 $ 20 41 %
Operating margin 15.8 % 11.2 % 13.6 % 10.3 %
Space and Defense net sales increased in the second quarter and in the first half of 2024 compared to the second quarter and the first half of 2023 driven primarily by higher demand for defense applications.

In the second quarter of 2024, sales increased $19 million in our defense programs and $2 million in our space programs. Within our defense market, the ramp of new defense pursuits serving European needs, as well as emerging U.S. defense priorities, increased sales. We also had higher demand for our defense components products. Within our space market, higher activity for launch vehicles was partially offset by lower activity across our space vehicle programs.

The sales increases in the first half of 2024 compared to the first half of 2023 were largely due to the same factors as the second quarter. The continued strong defense application demand across most of our programs increased sales $28 million in our defense programs and $6 million in our space programs.

Operating margin increased in the second quarter and in the first half of 2024 compared to the same periods of 2023. The increases are associated with improved performance on space vehicle programs and the benefit associated with the Employee Retention Credit. Also, the benefits of our pricing initiatives and the profit associated with the higher sales volume more than offset higher research and development expense associated with activity on new growth programs.















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Military Aircraft
Three Months Ended Six Months Ended
(dollars in millions) March 30, 2024 April 1, 2023 $ Variance % Variance March 30, 2024 April 1, 2023 $ Variance % Variance
Net sales $ 203 $ 183 $ 20 11 % $ 389 $ 361 $ 28 8 %
Operating profit $ 17 $ 16 $ 1 4 % $ 36 $ 31 $ 5 16 %
Operating margin 8.3 % 8.9 % 9.4 % 8.7 %
Military Aircraft net sales increased in the second quarter and in the first half of 2024 compared to the second quarter and the first half of 2023.

In the second quarter of 2024 compared to the second quarter of 2023, military OEM sales increased $15 million and military aftermarket sales increased $5 million. The ramp-up of activity continued on the FLRAA program, which increased OEM sales compared to the second quarter of 2023. Also, higher production sales on the F-35 program was mostly offset by lower amounts of funded development program activity. In military aftermarket, sales increased due to the sale of a mature product line as part of our simplification efforts.

The sales increases in the first half of 2024 compared to the first half of 2023 were largely due to the same factors as the second quarter. Sales increased $24 million in military OEM programs and increased $5 million in military aftermarket programs.

Operating margin decreased in the second quarter of 2024 compared to the second quarter of 2023. The current quarter's impairment and restructuring charges more than offset the gain from the sale of a mature product line. Excluding $6 million of impairment charges and $4 million of restructuring charges in the second quarter of 2024, adjusted operating margin was 13.4%. Excluding $1 million of impairment charges in the second quarter of 2023, adjusted operating margin was 9.4%. The resulting growth in adjusted operating margin was due to the product line sale and, to a lesser extent, the Employee Retention Credit.

Operating margin increased in the first half of 2024 compared to the first half of 2023. In addition to the factors in the second quarter, we also benefited from increased activity on the FLRAA program as we achieved full staffing levels, and we benefited from a more favorable sales mix.


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Commercial Aircraft
Three Months Ended Six Months Ended
(dollars in millions) March 30, 2024 April 1, 2023 $ Variance % Variance March 30, 2024 April 1, 2023 $ Variance % Variance
Net sales $ 208 $ 164 $ 43 26 % $ 402 $ 297 $ 105 35 %
Operating profit $ 25 $ 16 $ 9 58 % $ 45 $ 30 $ 15 51 %
Operating margin 12.0 % 9.5 % 11.3 % 10.2 %
Commercial Aircraft net sales increased in the second quarter and in the first half of 2024 compared to the second quarter and the first half of 2023 driven by the continued market demand for our widebody and other programs.

In the second quarter of 2024 compared to the second quarter of 2023, commercial OEM sales increased $29 million and commercial aftermarket sales increased $14 million. Most of the growth in both markets is due to the growth on Boeing and Airbus widebody programs. Also, sales increased across our broader OEM and aftermarket commercial book of business, including for business jets.

The sales increases in the first half of 2024 compared to the first half of 2023 were due to the same factors as the second quarter. Sales increased $78 million in commercial OEM programs and increased $27 million in commercial aftermarket programs.

Operating margin increased in the second quarter of 2024 compared to the second quarter of 2023 due to the benefits from our pricing initiatives and due to higher volumes across our entire book of business.

Operating margin increased in the first half of 2024 compared to the first half of 2023 due largely to the same factors as the second quarter. Partially offsetting the operating margin is the absence of favorable retrofit activity from last year.

























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Industrial
Three Months Ended Six Months Ended
(dollars in millions) March 30, 2024 April 1, 2023 $ Variance % Variance March 30, 2024 April 1, 2023 $ Variance % Variance
Net sales $ 253 $ 244 $ 9 4 % $ 500 $ 476 $ 24 5 %
Operating profit $ 28 $ 24 $ 4 15 % $ 57 $ 61 $ (4) (6 %)
Operating margin 11.1 % 10.0 % 11.4 % 12.8 %
Industrial net sales increased in the second quarter and in the first half of 2024 compared to the second quarter and the first half of 2023.

In the second quarter of 2024 compared to the second quarter of 2023, sales increased $13 million in our simulation and test market, primarily driven by demand for flight simulation systems supporting increased pilot training demand. Sales also increased $6 million in our energy market due to higher demand for our products and the timing of shipments. Partially offsetting the increase was a $10 million decline in industrial automation sales, reflecting the slowdown in orders we have seen in recent quarters.

The sales increases in the first half of 2024 compared to the first half of 2023 were largely due to the same factors as the second quarter. Sales increased $22 million in our simulation and test market and $7 million in our energy market. Partially offsetting the increases was a $4 million decrease in our industrial automation market.

Operating margin increased in the second quarter of 2024 compared to the second quarter of 2023, as the Employee Retention Credit and the benefits from our pricing initiatives were partially offset by higher amounts of restructuring charges. Excluding $4 million of restructuring charges in the second quarter of 2024 and $1 million of restructuring and other charges in the second quarter of 2023, adjusted operating margins were 12.5% and 10.4%, respectively.

Operating margin decreased in the first half of 2024 compared to the first half of 2023 as last year included a $10 million gain related to the sales of three buildings as we consolidated operations. Excluding this gain and restructuring and other charges, adjusted operating margin in the first half of 2023 was 11.3%. Adjusted operating margin in the first half of 2024 was 12.5% after excluding $6 million of restructuring and other charges. The resulting increase in adjusted operating margin was driven by the benefits from our pricing initiatives as well as the Employee Retention Credit. These increases more than offset higher research and development expense associated with activity on new growth programs.




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CONSOLIDATED SEGMENT OUTLOOK
2024 vs. 2023
(dollars in millions, except per share data)
2024 Outlook 2023
$ Variance
% Variance
Net sales:
Space and Defense
$ 1,000 $ 947 $ 53 6 %
Military Aircraft 775 720 55 8 %
Commercial Aircraft 825 669 156 23 %
Industrial
950 983 (33) (3 %)
$ 3,550 $ 3,319 $ 231 7 %
Operating profit:
Space and Defense
$ 134 $ 96 $ 38 40 %
Military Aircraft 83 60 22 37 %
Commercial Aircraft 91 84 7 8 %
Industrial
114 102 12 12 %
$ 422 $ 343 $ 79 23 %
Operating margin:
Space and Defense
13.4 % 10.1 %


Military Aircraft 10.6 % 8.4 %
Commercial Aircraft 11.1 % 12.6 %


Industrial
12.0 % 10.4 %


11.9 % 10.3 %

Net earnings $ 222 $ 171
Diluted earnings per share $ 6.87 $ 5.34
Adjusted diluted earnings per share $ 7.25 $ 6.15
2024 Outlook - We expect higher sales in 2024, driven by the continued growth in our aerospace and defense markets. However in Industrial, a slowdown of orders will reduce sales. 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 impairment and restructuring charges in the first half of 2024, we expect adjusted diluted earnings per share will range between $7.05 and $7.45, with a midpoint of $7.25. 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 programs and the benefit of the Employee Retention Credit.

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 lower amounts of charges associated with funded development contracts which are winding down and the benefit from the sale of a mature product line. Partially offsetting the increase in operating margin are the higher amounts of impairment and restructuring charges in 2024 compared to 2023.

2024 Outlook for Commercial Aircraft - In 2024, we expect sales growth from our widebody OEM and aftermarket programs as build rates continue to ramp and as airlines increase their spares demand. 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.

2024 Outlook for Industrial - In 2024, we expect 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, the savings from our simplified operations and the benefit of the Employee Retention Credit.


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LIQUIDITY AND CAPITAL RESOURCES
Consolidated Statement of Cash Flows
Six Months Ended
(dollars in millions) March 30,
2024 		April 1,
2023 		$ Variance
Net cash provided (used) by:
Operating activities $ 16 $ (33) $ 49
Investing activities (84) (74) (10)
Financing activities 58 92 (34)
Operating activities
Net cash from operating activities increased in the first half of 2024 compared to the first half of 2023. Accounts receivable provided $28 million more of cash, primarily due to the expansion of our Receivables Purchase Agreement by $25 million. Also, net earnings provided more cash. Partially offsetting these sources of cash were unbilled receivables and inventory, which together, used $25 million more of cash, driven primarily by Commercial Aircraft's business growth.
Investing activities
Net cash used by investing activities in the first half of 2024 included $78 million of capital expenditures and $6 million associated with the acquisition of DCL.
Net cash used by investing activities in the first half of 2023 included $90 million of capital expenditures, including a $28 million building purchase, as we continue to prioritize internal investments to support core business growth. The first half of 2023 also included $20 million of proceeds from the sales of buildings and businesses.
Financing activities
Net cash provided by financing activities in the first half of 2024 included $85 million of net borrowings on our credit facilities. Financing activities also included $18 million of cash dividends.
Net cash provided by financing activities in the first half of 2023 included $122 million of net borrowings on our credit facilities. Additionally, financing activities used $17 million of cash for dividend payments and $8 million for share repurchases.


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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 March 30, 2024, our cash balances were $60 million, all of which was 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 6.85% and is principally based on SOFR plus the applicable margin, which was 1.60% at March 30, 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 March 30, 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 March 30, 2024, we had $679 million of unused capacity, including $646 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 6.38% as of March 30, 2024.


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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.


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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. 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 presidential and congressional approval.

The commercial OEM aircraft market has depended 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 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.




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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 innovation, economic conditions, cost-reduction efforts, technology upgrades and the subsequent effects of the COVID-19 pandemic. We experienced challenges from changing demands from customers that have changed their industrial product orders.

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, particularly in Industrial, Military Aircraft and Commercial Aircraft. About one-sixth of our 2023 sales were denominated in foreign currencies. During the first six 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 $5 million compared to the same period one year ago.



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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 March 30, 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.


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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 March 30, 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)
December 31, 2023 - February 3, 2024 88,701 $ 144.72 - 2,172,081
February 4, 2024 - March 2, 2024 6,562 141.24 - 2,172,081
March 3, 2024 - March 30, 2024 17,460 149.40 - 2,172,081
Total 112,723 $ 145.24 - 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: 18,546 shares at $143.70 in January, 6,165 shares at $140.93 in February and 8,901 shares at $147.43 in March.

(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 January, we accepted delivery of 202 Class A shares at $143.76 and 845 Class B shares at $142.40. In February, we accepted delivery of 397 Class A shares at $146.12. In March, we accepted delivery of 203 Class A shares at $149.77 and 3,327 Class B shares at $150.71. In connection with the issuance of equity-based awards and shares to the ESPP, we purchased 69,108 Class B shares at $145.02 per share from the SECT in January and 5,029 Class B shares at $152.00 in March.

(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.



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Item 6. Exhibits.
(a) Exhibits
4.1
Supplemental Indenture. (Filed herewith).
10.1
Third Amendment to the Amended and Restated Receivables Purchase Agreement. (Filed herewith).
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.



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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: April 26, 2024 By /s/ Pat Roche
Pat Roche
Chief Executive Officer
(Principal Executive Officer)

Date: April 26, 2024 By /s/ Jennifer Walter
Jennifer Walter
Chief Financial Officer
(Principal Financial Officer)

Date: April 26, 2024 By /s/ Michael J. Swope
Michael J. Swope
Controller (Principal Accounting Officer)















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