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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 2017April 1, 2023


OR


¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐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: file number 1-05129

image9a08.jpgINC.
MOOG Inc.
(Exact name of registrant as specified in its charter)

charter)
New York State16-0757636
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
400 Jamison RoadEast Aurora,New York14052-0018
(Address of principal executive offices)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:
 (716) 652-2000
 (Telephone number including area code)Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stockMOG.ANew York Stock Exchange
Class B common stockMOG.BNew York Stock Exchange

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrantregistrant: (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  ý☒   No  ¨☐


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).     Yes  ☒   No  ☐
Yes ý    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"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company,”" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý     Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if smaller reporting company)Smaller reporting company ¨Emerging growth company ¨
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 the 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  ☒
Yes ¨    No ý


The number of shares outstanding of each class of common stock as of January 23, 2018April 24, 2023 was:
Class A commoncommon stock, $1.00 par value, 32,397,45728,718,571 shares
Class B common stock, $1.00 par value, 3,380,6363,132,957 shares



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Moog Inc.moogimage2a16.jpg
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I
PAGE
Item 1
Financial Statements:
Consolidated Condensed Statements of Earnings for the Three Months Ended December 30, 2017 and December 31, 2016
34
45
56
67
79
810
2230
3545
3545
46
3646


3747
3848





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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Moog Inc.moogimage2a16.jpg
Consolidated Condensed Statements of Earnings
(Unaudited)
Three Months EndedSix Months Ended
(dollars in thousands, except share and per share data)April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Net sales$836,792 $770,787 $1,596,895 $1,494,873 
Cost of sales615,477 556,070 1,171,894 1,085,776 
Inventory write-down— 1,705 — 3,205 
Gross profit221,315 213,012 425,001 405,892 
Research and development26,743 30,720 50,605 58,428 
Selling, general and administrative116,695 111,019 229,860 222,816 
Interest14,963 8,263 28,095 16,245 
Asset impairment1,219 15,236 1,219 15,236 
Restructuring2,017 7,793 3,095 7,793 
Gain on sale of business— — — (16,146)
Gain on sale of buildings(527)— (10,030)— 
Other3,901 1,268 5,552 1,384 
Earnings before income taxes56,304 38,713 116,605 100,136 
Income taxes13,291 9,626 27,576 24,784 
Net earnings$43,013 $29,087 $89,029 $75,352 
Net earnings per share
Basic$1.35 $0.91 $2.80 $2.35 
Diluted$1.34 $0.91 $2.79 $2.34 
Average common shares outstanding
Basic31,848,140 31,984,674 31,797,071 32,021,036 
Diluted32,043,910 32,120,726 31,959,315 32,154,442 
See accompanying Notes to Consolidated Condensed Financial Statements.


4
  Three Months Ended
(dollars in thousands, except per share data) December 30,
2017		 December 31,
2016
Net sales $627,535
 $589,670
Cost of sales 443,426
 417,164
Gross profit 184,109
 172,506
Research and development 32,420
 34,564
Selling, general and administrative 95,950
 85,063
Interest 8,646
 8,486
Other (741) 7,905
Earnings before income taxes 47,834
 36,488
Income taxes 46,535
 6,430
Net earnings attributable to Moog and noncontrolling interest 1,299
 30,058
     
Net earnings (loss) attributable to noncontrolling interest —
 (506)
     
Net earnings attributable to Moog $1,299
 $30,564
     
Net earnings per share attributable to Moog    
Basic $0.04
 $0.85
Diluted $0.04
 $0.84
     
Average common shares outstanding    
Basic 35,772,406
 35,869,052
Diluted 36,201,054
 36,272,767
See accompanying Notes to Consolidated Condensed Financial Statements.



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Consolidated Condensed Statements of Comprehensive Income (Loss)
(Unaudited)
Three Months EndedSix Months Ended
(dollars in thousands)April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Net earnings$43,013 $29,087 $89,029 $75,352 
Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment11,544 (18,283)62,279 (24,843)
Retirement liability adjustment2,032 4,538 3,231 8,628 
Change in accumulated income on derivatives1,080 (295)2,999 (160)
Other comprehensive income (loss), net of tax14,656 (14,040)68,509 (16,375)
Comprehensive income$57,669 $15,047 $157,538 $58,977 
See accompanying Notes to Consolidated Condensed Financial Statements.


5
  Three Months Ended
(dollars in thousands) December 30,
2017		 December 31,
2016
Net earnings attributable to Moog and noncontrolling interest $1,299
 $30,058
Other comprehensive income (loss), net of tax:    
Foreign currency translation adjustment 10,364
 (41,509)
Retirement liability adjustment 4,256
 8,572
Change in accumulated income (loss) on derivatives 1,234
 574
Other comprehensive income (loss), net of tax 15,854
 (32,363)
Comprehensive income (loss) 17,153
 (2,305)
Comprehensive income (loss) attributable to noncontrolling interest —
 (506)
Comprehensive income (loss) attributable to Moog $17,153
 $(1,799)
See accompanying Notes to Consolidated Condensed Financial Statements.



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Consolidated Condensed Balance Sheets
(Unaudited)
(dollars in thousands)April 1,
2023		October 1,
2022
ASSETS
Current assets
Cash and cash equivalents$107,012 $103,895 
Restricted cash2,642 15,338 
Receivables, net1,079,980 990,262 
Inventories, net679,045 588,466 
Prepaid expenses and other current assets64,501 60,349 
Total current assets1,933,180 1,758,310 
Property, plant and equipment, net737,599 668,908 
Operating lease right-of-use assets62,569 69,072 
Goodwill826,498 805,320 
Intangible assets, net82,421 85,410 
Deferred income taxes9,327 8,630 
Other assets48,015 36,191 
Total assets$3,699,609 $3,431,841 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current installments of long-term debt$728 $916 
Accounts payable238,603 232,104 
Accrued compensation73,999 93,141 
Contract advances317,253 296,899 
Accrued liabilities and other212,267 215,376 
Total current liabilities842,850 838,436 
Long-term debt, excluding current installments958,414 836,872 
Long-term pension and retirement obligations148,693 140,602 
Deferred income taxes58,080 63,527 
Other long-term liabilities111,795 115,591 
Total liabilities2,119,832 1,995,028 
Shareholders’ equity
Common stock - Class A43,807 43,807 
Common stock - Class B7,473 7,473 
Additional paid-in capital576,506 516,123 
Retained earnings2,432,225 2,360,055 
Treasury shares(1,056,187)(1,047,012)
Stock Employee Compensation Trust(99,880)(73,602)
Supplemental Retirement Plan Trust(81,634)(58,989)
Accumulated other comprehensive loss(242,533)(311,042)
Total shareholders’ equity1,579,777 1,436,813 
Total liabilities and shareholders’ equity$3,699,609 $3,431,841 
See accompanying Notes to Consolidated Condensed Financial Statements.

6
(dollars in thousands) December 30,
2017		 September 30,
2017
ASSETS    
Current assets    
Cash and cash equivalents $394,980
 $368,073
Receivables 739,731
 727,740
Inventories 511,653
 489,127
Prepaid expenses and other current assets 38,800
 41,499
Total current assets 1,685,164
 1,626,439
Property, plant and equipment, net of accumulated depreciation of $791,388 and $771,160, respectively 527,356
 522,991
Goodwill 776,156
 774,268
Intangible assets, net 104,914
 108,818
Deferred income taxes 11,395
 26,558
Other assets 33,510
 31,518
Total assets $3,138,495
 $3,090,592
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Current liabilities    
Short-term borrowings $89
 $89
Current installments of long-term debt 259
 295
Accounts payable 156,967
 170,878
Accrued compensation 122,763
 148,406
Customer advances 179,598
 159,274
Contract loss reserves 41,786
 43,214
Other accrued liabilities 112,072
 107,278
Total current liabilities 613,534
 629,434
Long-term debt, excluding current installments 962,006
 956,653
Long-term pension and retirement obligations 260,741
 271,272
Deferred income taxes 40,782
 13,320
Other long-term liabilities 33,483
 5,609
Total liabilities 1,910,546
 1,876,288
Commitments and contingencies (Note 18) —
 —
Shareholders’ equity    
Common stock - Class A 43,716
 43,704
Common stock - Class B 7,564
 7,576
Additional paid-in capital 498,699
 492,246
Retained earnings 1,849,118
 1,847,819
Treasury shares (739,210) (739,157)
Stock Employee Compensation Trust (98,990) (89,919)
Supplemental Retirement Plan Trust (13,311) (12,474)
Accumulated other comprehensive loss (319,637) (335,491)
Total Moog shareholders’ equity 1,227,949
 1,214,304
Total liabilities and shareholders’ equity $3,138,495
 $3,090,592
See accompanying Notes to Consolidated Condensed Financial Statements.    

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MoogInc.Image4.jpg
Consolidated Condensed Statements of Shareholders' Equity
(Unaudited)

Three Months EndedSix Months Ended
   Number of Shares
(dollars in thousands, except per share data) Amount Class A Common Stock Class B Common Stock
(dollars in thousands)(dollars in thousands)April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
COMMON STOCK      COMMON STOCK
Beginning of period $51,280
 43,704,286
 7,575,427
Conversion of Class B to Class A —
 11,300
 (11,300)
End of period 51,280
 43,715,586
 7,564,127
Beginning and end of periodBeginning and end of period$51,280$51,280$51,280 $51,280 
ADDITIONAL PAID-IN CAPITAL      ADDITIONAL PAID-IN CAPITAL
Beginning of period 492,246
    Beginning of period550,511 518,857 516,123 509,622 
Issuance of treasury shares (1,633)    Issuance of treasury shares2,087 5,854 4,315 7,609 
Equity-based compensation expense 2,001
    Equity-based compensation expense2,128 1,594 4,571 3,999 
Adjustment to market - SECT, SERP and other 6,085
    
Adjustment to market - SECT and SERPAdjustment to market - SECT and SERP21,780 16,987 51,497 22,062 
End of period 498,699
    End of period576,506 543,292 576,506 543,292 
RETAINED EARNINGS      RETAINED EARNINGS
Beginning of period 1,847,819
    Beginning of period2,397,814 2,276,082 2,360,055 2,237,848 
Net earnings attributable to Moog 1,299
    
Net earningsNet earnings43,013 29,087 89,029 75,352 
Dividends (1)
Dividends (1)
(8,602)(8,320)(16,859)(16,351)
End of period 1,849,118
    End of period2,432,225 2,296,849 2,432,225 2,296,849 
TREASURY SHARES AT COST      TREASURY SHARES AT COST
Beginning of period (739,157) (10,933,003) (3,333,927)Beginning of period(1,055,735)(1,023,086)(1,047,012)(1,007,506)
Class A and B shares issued related to equity awards 2,681
 64,486
 5,878
Class A and B shares issued related to compensationClass A and B shares issued related to compensation7,283 4,496 9,007 5,573 
Class A and B shares purchased (2,734) (33,020) (15)Class A and B shares purchased(7,735)(9,824)(18,182)(26,481)
End of period (739,210) (10,901,537) (3,328,064)End of period(1,056,187)(1,028,414)(1,056,187)(1,028,414)
STOCK EMPLOYEE COMPENSATION TRUST (SECT)      
STOCK EMPLOYEE COMPENSATION TRUST ("SECT")STOCK EMPLOYEE COMPENSATION TRUST ("SECT")
Beginning of period (89,919) (425,148) (654,753)Beginning of period(89,689)(82,721)(73,602)(79,776)
Issuance of sharesIssuance of shares7,234 5,499 9,795 7,574 
Purchase of shares (3,823) —
 (44,662)Purchase of shares(5,468)(8,121)(7,221)(10,396)
Adjustment to market (5,248) —
 —
Adjustment to market(11,957)(9,205)(28,852)(11,950)
End of period (98,990) (425,148) (699,415)End of period(99,880)(94,548)(99,880)(94,548)
SUPPLEMENTAL RETIREMENT PLAN (SERP) TRUST      
SUPPLEMENTAL RETIREMENT PLAN ("SERP") TRUSTSUPPLEMENTAL RETIREMENT PLAN ("SERP") TRUST
Beginning of period (12,474)   (150,000)Beginning of period(71,811)(66,094)(58,989)(63,764)
Adjustment to market (837)   —
Adjustment to market(9,823)(7,782)(22,645)(10,112)
End of period (13,311)   (150,000)End of period(81,634)(73,876)(81,634)(73,876)
ACCUMULATED OTHER COMPREHENSIVE LOSS      ACCUMULATED OTHER COMPREHENSIVE LOSS
Beginning of period (335,491)    Beginning of period(257,189)(249,895)(311,042)(247,560)
Other comprehensive income (loss) 15,854
    Other comprehensive income (loss)14,656 (14,040)68,509 (16,375)
End of period (319,637)    End of period(242,533)(263,935)(242,533)(263,935)
TOTAL MOOG SHAREHOLDERS’ EQUITY $1,227,949
 32,388,901
 3,386,648
TOTAL SHAREHOLDERS’ EQUITYTOTAL SHAREHOLDERS’ EQUITY$1,579,777 $1,430,648 $1,579,777 $1,430,648 
See accompanying Notes to Consolidated Condensed Financial Statements.See accompanying Notes to Consolidated Condensed Financial Statements.


(1) Cash dividends were $0.27 and $0.53 per share for the three and six months ended April 1, 2023, respectively. Cash dividends were $0.26 and $0.51 per share for three and six months ended April 2, 2022, respectively.
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Moog Inc.Consolidated Condensed Statements of Shareholders’ Equity, Shares
(Unaudited)
  Three Months EndedSix Months Ended
(share data)April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
COMMON STOCK - CLASS A
Beginning of period43,806,835 43,803,236 43,806,835 43,803,236 
Conversion of Class B to Class A— 625 — 625 
End of period43,806,835 43,803,861 43,806,835 43,803,861 
COMMON STOCK - CLASS B
Beginning of period7,472,878 7,476,477 7,472,878 7,476,477 
Conversion of Class B to Class A— (625)— (625)
End of period7,472,878 7,475,852 7,472,878 7,475,852 
TREASURY SHARES - CLASS A COMMON STOCK
Beginning of period(14,666,508)(14,326,118)(14,614,444)(14,157,721)
Class A shares issued related to compensation6,069 6,987 41,619 29,029 
Class A shares purchased(2,677)(57,943)(90,291)(248,382)
End of period(14,663,116)(14,377,074)(14,663,116)(14,377,074)
TREASURY SHARES - CLASS B COMMON STOCK
Beginning of period(2,991,901)(3,154,267)(3,020,291)(3,179,055)
Class B shares issued related to compensation129,791 140,834 202,531 199,172 
Class B shares purchased(84,728)(68,834)(129,078)(102,384)
End of period(2,946,838)(3,082,267)(2,946,838)(3,082,267)
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(602,600)(603,707)(611,942)(600,880)
Issuance of shares82,356 68,763 112,425 93,763 
Purchase of shares(57,083)(97,116)(77,810)(124,943)
End of period(577,327)(632,060)(577,327)(632,060)
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)April 1,
2023		April 2,
2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings$89,029 $75,352 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation36,810 38,316 
Amortization5,862 6,735 
Deferred income taxes(9,970)4,834 
Equity-based compensation expense5,765 4,578 
Gain on sale of business— (16,146)
Gain on sale of buildings(10,030)— 
Asset impairment and inventory write-down1,219 18,441 
Other3,292 2,692 
Changes in assets and liabilities providing (using) cash:
Receivables(76,676)(4,223)
Inventories(72,346)6,951 
Accounts payable1,971 24,388 
Contract advances17,067 60,392 
Accrued expenses(33,030)(28,324)
Accrued income taxes11,965 8,217 
Net pension and post retirement liabilities7,119 8,927 
Other assets and liabilities(11,063)(30,933)
Net cash provided (used) by operating activities(33,016)180,197 
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired— (11,837)
Purchase of property, plant and equipment(89,743)(74,087)
Net proceeds from businesses sold959 38,611 
Net proceeds from buildings sold18,825 — 
Other investing transactions(4,241)(835)
Net cash used by investing activities(74,200)(48,148)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving lines of credit503,232 463,950 
Payments on revolving lines of credit(381,300)(455,476)
Payments on long-term debt(188)(80,181)
Payments on finance lease obligations(1,899)(1,085)
Payment of dividends(16,859)(16,351)
Proceeds from sale of treasury stock9,148 8,701 
Purchase of outstanding shares for treasury(20,457)(26,481)
Proceeds from sale of stock held by SECT9,795 7,574 
Purchase of stock held by SECT(7,221)(10,396)
Other financing transactions(2,024)— 
Net cash provided (used) by financing activities92,227 (109,745)
Effect of exchange rate changes on cash5,410 (1,087)
Increase (decrease) in cash, cash equivalents and restricted cash(9,579)21,217 
Cash, cash equivalents and restricted cash at beginning of period119,233 100,914 
Cash, cash equivalents and restricted cash at end of period$109,654 $122,131 
SUPPLEMENTAL CASH FLOW INFORMATION
Treasury shares issued as compensation$4,174 $4,482 
Equipment and property acquired through lease financing11,007 17,648 
See accompanying Notes to Consolidated Condensed Financial Statements.
9

  Three Months Ended
(dollars in thousands) December 30,
2017		 December 31,
2016
CASH FLOWS FROM OPERATING ACTIVITIES    
Net earnings attributable to Moog and noncontrolling interest $1,299
 $30,058
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:    
Depreciation 17,487
 17,918
Amortization 4,674
 4,541
Deferred income taxes 37,617
 1,371
Equity-based compensation expense 2,001
 2,168
Other 1,563
 9,868
Changes in assets and liabilities providing (using) cash:    
Receivables (10,350) (11,012)
Inventories (22,236) 6,996
Accounts payable (14,393) 6,737
Customer advances 19,888
 8,287
Accrued expenses (27,233) (17,479)
Accrued income taxes 6,965
 (8,885)
Net pension and post retirement liabilities (4,562) (1,295)
Other assets and liabilities 31,450
 1,309
Net cash provided by operating activities 44,170
 50,582
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of property, plant and equipment (21,084) (14,849)
Other investing transactions (537) (976)
Net cash (used) by investing activities (21,621) (15,825)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from revolving lines of credit 103,500
 62,400
Payments on revolving lines of credit (108,610) (67,400)
Proceeds from long-term debt 10,000
 —
Payments on long-term debt (44) (50)
Proceeds from sale of treasury stock 1,048
 2,135
Purchase of outstanding shares for treasury (2,734) (5,211)
Proceeds from sale of stock held by SECT —
 867
Purchase of stock held by SECT (3,823) (5,709)
Net cash (used) by financing activities (663) (12,968)
Effect of exchange rate changes on cash 5,021
 (15,253)
Increase in cash and cash equivalents 26,907
 6,536
Cash and cash equivalents at beginning of period 368,073
 325,128
Cash and cash equivalents at end of period $394,980
 $331,664
See accompanying Notes to Consolidated Condensed Financial Statements.

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Notes to Consolidated Condensed Financial Statements
ThreeSix Months Ended December 30, 2017April 1, 2023
(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 December 30, 2017April 1, 2023 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, 2017.October 1, 2022. All references to years in these financial statements are to fiscal years.

Impairment of Assets
Long-lived assets, including acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. We use undiscounted cash flows to determine whether impairment exists and measure any impairment loss using discounted cash flows, or another comparable method.
In 2023, we recorded a $1,000 impairment charge on long-lived assets in our Aircraft Controls segment. These charges relate to equipment that experienced a decline in value due to the U.S. Air Force announcement to retire the KC-10 aerial refueling tanker. In addition, we have recorded a $219 impairment charge on receivables in our Space and Defense Controls segment associated with an expected cancellation of a contract.These charges are included in asset impairment in the Consolidated Condensed Statement of Earnings.
In 2022, we recorded impairment charges on long-lived assets in our Aircraft Controls segment. These charges relate to equipment that experienced a significant decline in value due to a slower than expected recovery of our commercial aircraft business. In addition, we recorded impairment charges on receivables and inventories associated with Russian actions in Ukraine. These charges are included in asset impairment in the Consolidated Condensed Statement of Earnings.
Reclassifications
Certain prior year amounts have been reclassified to conform to current year's presentation. During 2018, we made a changepresentation, which management does not consider to our segment reporting structure and merged our former Components segment into Space and Defense Controls and Industrial Systems. The Goodwill and Segment footnotesbe material.
Recent Accounting Pronouncements Adopted

There have been restated to reflect these changes.no accounting pronouncements adopted for the six months ended April 1, 2023.



























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Recent Accounting Pronouncements Not Yet Adopted
StandardDescriptionFinancial Statement Effect or Other Significant Matters
ASU no. 2014-09
Revenue from Contracts with Customers
(And All Related ASUs)

The standard requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The provisions of the standard, as well as all subsequently issued clarifications to the standard, are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The standard can be adopted using either a full retrospective or modified retrospective approach.
We plan to adopt the standard using the modified retrospective method, under which prior years' results are not restated, but supplemental information will be provided in our disclosures that will present fiscal 2019 results before adoption of the standard. In addition, a cumulative adjustment will be necessary to Shareholder's Equity at the beginning of fiscal 2019. We are assessing the impact of the standard on our financial statements and related disclosures, internal controls and financial policies and information technology systems. We have not yet quantified the impact on our financial statements and related disclosures.


Planned date of adoption:
Q1 2019
ASU no. 2016-01
Recognition and Measurement of Financial Assets and Financial Liabilities

The standard requires most equity investments to be measured at fair value, with subsequent changes in fair value recognized in net income. The amendment also impacts the measurement of financial liabilities under the fair value option as well as certain presentation and disclosure requirements for financial instruments. The provisions of the standard are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted for some, but not all, provisions. The amendment requires certain provisions to be applied prospectively and others to be applied by means of a cumulative-effect adjustment.
We are currently evaluating the effect on our financial statements and related disclosures.



Planned date of adoption:
Q1 2019
ASU no. 2016-02
Leases
(And All Related ASUs)

The standard requires most lease arrangements to be recognized in the balance sheet as lease assets and lease liabilities. The standard also requires additional disclosures about the leasing arrangements. The provisions of the standard are effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted.We are currently evaluating the effect on our financial statements and related disclosures.
Planned date of adoption:
Q1 2020
ASU no. 2017-07
Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
The standard amends existing guidance on the presentation of net periodic benefit cost in the income statement and what qualifies for capitalization on the balance sheet. The provisions of the standard are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period. The amendment requires income statement presentation provisions to be applied retrospectively and capitalization in assets provisions to be applied prospectively.
We are currently evaluating the effect on our financial statements and related disclosures.

Planned date of adoption:
Q1 2019
ASU no. 2017-12
Targeted Improvements to Accounting for Hedging Activities
The standard expands the hedging strategies eligible for hedge accounting, while simplifying presentation and disclosure by eliminating separate measurement and reporting of hedge ineffectiveness. The provisions of the standard are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted.
We are currently evaluating the effect on our financial statements and related disclosures.

Planned date of adoption:
Q1 2020


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


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Note 2 - Acquisitions, DivestituresRevenue 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 Equity Method Investmentsobligations 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.
On October 3, 2017,
Contracts are sometimes modified to account for changes in contract specifications and requirements. When this occurs, we assess the modification as prescribed in collaborationASC 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 SIA Engineering Company, announcedcustomers 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 joint venture company, Moogtypical 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 either over time using the cost-to-cost method, or point in time method. The over-time method of revenue recognition is predominantly used in Aircraft Services Asia ("MASA"), in Singapore, of which we currently hold a 51% ownership. MASA is intended to provide maintenance,Controls and Space and Defense Controls. We use this method for U.S. Government contracts and repair and overhaul services for our manufactured flight control systems. As we hold a majority ownership in MASA, but share voting control,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 Systems. We use this investmentmethod 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 on contracts using the equity method. At December 30, 2017,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 April 1, 2023 we recognized additional revenue of $2,233 and lower revenue of $2,066, respectively, for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods. For the three and six months ended April 2, 2022 we recognized lower revenue of $2,238 and additional revenue of $8,740, 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 April 1, 2023.

As of April 1, 2023, we had contract reserves of $45,602. 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. In accordance with ASC 606, 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 made total contributionsbeen satisfied but for which amounts have not been billed. These are included as Receivables on the Consolidated Condensed Balance Sheets. Contract advances (contract liabilities) relate to payments received from customers in advance of $1,541the satisfaction of performance obligations for a contract. We do not consider contract advances to MASAbe significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and intendare customary in our industry.
Total contract assets and contract liabilities are as follows:
April 1,
2023		October 1, 2022
Unbilled receivables$685,398 $614,760 
Contract advances317,253 296,899 
Net contract assets$368,145 $317,861 

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 April 1, 2023, we recognized $76,349 and $165,148 of revenue, that was included in the contract liability balance at the beginning of the year.

Remaining Performance Obligations
As of April 1, 2023, the aggregate amount of the transaction price allocated to make two additional contributions during 2018.the performance obligations that are unsatisfied (or partially unsatisfied) was $5,200,000. We expect to recognize approximately 44% 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.
Note 3 - Acquisitions and Divestitures

Acquisitions

On February 21, 2022, we acquired TEAM Accessories Limited ("TEAM") based in Dublin, Ireland for a purchase price, net of acquired cash, of $14,394, consisting of $11,832 in cash and contingent consideration with an initial fair value of $2,562. TEAM specializes in Maintenance, Repair and Overhaul of engine and airframe components. This operation is included in our Aircraft Controls segment.
In 2017,Divestitures
On September 30, 2022, we sold non-core businesses of our Space and Defense Controls segment for $7,210a sonar business based in cash and recorded losses in other expense of $13,119 related to the sales.
On April 2, 2017, we acquired Rotary Transfer Systems, a manufacturer of electromechanical systems, located in Germany and France for a purchase price, net of acquired cash, of $42,593, consisting of $40,545 in cash and $2,048 in assumed pension obligations. This operation isUnited Kingdom previously included in our Industrial Systems segment. We have cumulatively received net proceeds of $13,075 and recorded a loss of $15,246, net of transaction costs. The purchase price allocationtransaction is subject to adjustments asassociated with amounts currently held in escrow.
On September 20, 2022, we obtain additional information forsold assets of a security business based in Northbrook, Illinois previously included in our estimates duringSpace and Defense Controls segment. We have cumulatively received net proceeds of $9,108 and recorded a loss of $4,324, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in escrow.
On December 3, 2021, we sold the measurement period.assets of our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Aircraft Controls segment to Thales USA Inc. We have cumulatively received net proceeds of $36,550 and recorded a gain of $16,146, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in escrow.

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Note 34 - Receivables
Receivables consist of:
  December 30,
2017		 September 30,
2017
Accounts receivable $275,939
 $286,773
Long-term contract receivables:    
Amounts billed 130,452
 148,087
Unbilled recoverable costs and accrued profits 289,784
 282,154
Total long-term contract receivables 420,236
 430,241
Other 48,139
 15,077
Total receivables 744,314
 732,091
Less allowance for doubtful accounts (4,583) (4,351)
Receivables $739,731
 $727,740
April 1,
2023		October 1,
2022
Accounts receivable$382,114 $363,137 
Unbilled receivables685,398 614,760 
Other16,547 16,973 
Less allowance for credit losses(4,079)(4,608)
Receivables, net$1,079,980 $990,262 
We securitizeMoog 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 tradepurchasers (collectively, the "Purchasers") entered into an Amended and Restated Receivables Purchase Agreement (the "RPA"). The RPA matures on November 4, 2024 and 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 transactions that are accountedamounts up to a $100,000 limit. The receivables will be sold to the Purchasers in consideration for the Purchasers making payments of cash, which is referred to as secured borrowings (Securitization Program). We maintain a subordinated interest in a portion"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 tradecapital accrues yield at a variable rate plus an applicable margin.
The parties intend that the conveyance of receivables thatto 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 securitized. 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 retained interest,proceeds of the RPA are classified as operating activities in our Consolidated Condensed Statement of Cash Flows and were used to pay off the outstanding balance of the Securitization Program. Cash received from collections of sold receivables is used by the Receivables Subsidiary to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchaser. Subsequent collections on the pledged receivables, which is included in Receivables inhave not been sold, will be classified as operating cash flows at the consolidated condensed balance sheets, is recorded attime of collection. Total receivables sold and cash collections under the RPA were $123,434 and $238,476 for the three and six months ended April 1, 2023, respectively. The fair value which approximates the total amount of the designated poolsold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of accounts receivable. Refer to Note 6, Indebtedness, for additional disclosures relatedreceivables was recorded.
As of April 1, 2023, the amount sold to the Securitization Program.Purchasers was $100,000, 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 $731,260 at April 1, 2023.
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.
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Note 45 - Inventories
Inventories, net of reserves, consist of:
 December 30,
2017		 September 30,
2017		April 1,
2023		October 1,
2022
Raw materials and purchased parts $201,228
 $189,517
Raw materials and purchased parts$260,179 $219,893 
Work in progress 239,875
 229,202
Work in progress339,540 305,328 
Finished goods 70,550
 70,408
Finished goods79,326 63,245 
Inventories $511,653
 $489,127
Inventories, netInventories, net$679,045 $588,466 
There are no material inventoried costs relating to long-termover-time contracts where revenue is accounted for using the percentage of completion, cost-to-cost method of accounting as of December 30, 2017April 1, 2023 and October 1, 2022.
Note 6 - Property, Plant and Equipment
Property, plant and equipment consists of:
April 1,
2023		October 1,
2022
Land$30,644 $32,164 
Buildings and improvements554,583 502,050 
Machinery and equipment832,321 786,562 
Computer equipment and software218,708 201,960 
Property, plant and equipment, at cost1,636,256 1,522,736 
Less accumulated depreciation and amortization(898,657)(853,828)
Property, plant and equipment, net$737,599 $668,908 
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 September 30, 2017.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.



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15


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 EndedSix Months Ended
April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Operating lease cost$7,560 $7,218 $14,955 $14,158 
Finance lease cost:
Amortization of right-of-use assets$1,146 $672 $2,118 $1,259 
Interest on lease liabilities427 247 791 464 
Total finance lease cost$1,573 $919 $2,909 $1,723 
Supplemental cash flow information related to leases was as follows:
Six Months Ended
April 1,
2023		April 2,
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow for operating leases$15,094 $14,615 
Operating cash flow for finance leases791 464 
Financing cash flow for finance leases1,899 1,085 
Assets obtained in exchange for lease obligations:
Operating leases$1,393 $9,744 
Finance leases9,614 7,904 



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Supplemental balance sheet information related to leases was as follows:
April 1,
2023		October 1,
2022
Operating Leases:
Operating lease right-of-use assets$62,569 $69,072 
Accrued liabilities and other$11,169 $13,002 
Other long-term liabilities61,180 66,167 
Total operating lease liabilities$72,349 $79,169 
Finance Leases:
Property, plant, and equipment, at cost$40,842 $30,614 
Accumulated depreciation(7,900)(5,606)
Property, plant, and equipment, net$32,942 $25,008 
Accrued liabilities and other$4,493 $3,244 
Other long-term liabilities30,441 23,529 
Total finance lease liabilities$34,934 $26,773 
Weighted average remaining lease term in years:
Operating leases7.87.7
Finance leases14.516.7
Weighted average discount rates:
Operating leases5.1 %5.0 %
Finance leases5.3 %4.8 %
Maturities of lease liabilities were as follows:
 April 1, 2023
Operating LeasesFinance Leases
2023$7,582 $3,108 
202413,405 6,203 
202511,467 6,021 
202610,778 5,734 
20279,680 4,978 
Thereafter36,690 31,361 
Total lease payments89,602 57,405 
Less: imputed interest(17,253)(22,471)
Total$72,349 $34,934 


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Note 58 - Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are as follows:
 Aircraft
Controls		Space and
Defense
Controls		Industrial
Systems		Total
Balance at September 30, 2017$181,375
$259,951
$332,942
$774,268
Foreign currency translation430
111
1,347
1,888
Balance at December 30, 2017$181,805
$260,062
$334,289
$776,156
In 2018, we changed our segment reporting structure as our former Components segment was separated and merged into Space and Defense Controls and Industrial Systems. As a result, the September 30, 2017 balances for those segments were restated to reflect this change. Goodwill for Space and Defense Controls and Industrial Systems increased by $86,995 and $224,194, respectively, than what was previously reported.
Aircraft
Controls		Space and
Defense
Controls		Industrial
Systems		Total
Balance at October 1, 2022$199,519 $259,407 $346,394 $805,320 
Adjustments to prior year acquisitions122 — — 122 
Foreign currency translation4,754 76 16,226 21,056 
Balance at April 1, 2023$204,395 $259,483 $362,620 $826,498 
Goodwill in our Space and Defense Controls segment is net of a $4,800 accumulated impairment loss at December 30, 2017.
April 1, 2023. Goodwill in our Medical Devices reporting unit, included in our Industrial Systems segment, is net of a $38,200 accumulated impairment loss at December 30, 2017.April 1, 2023.
The components of intangible assets are as follows:
April 1, 2023October 1, 2022
  Weighted-
Average
Life (years)		Gross Carrying
Amount		Accumulated
Amortization		Gross Carrying
Amount		Accumulated
Amortization
Customer-related11$138,912 $(92,925)$135,899 $(88,179)
Technology-related971,567 (55,791)69,856 (52,951)
Program-related2337,723 (20,981)35,305 (18,817)
Marketing-related822,395 (18,684)21,925 (17,833)
Other101,837 (1,632)1,693 (1,488)
Intangible assets12$272,434 $(190,013)$264,678 $(179,268)
    December 30, 2017 September 30, 2017
   Weighted-
Average
Life (years)		 Gross Carrying
Amount		 Accumulated
Amortization		 Gross Carrying
Amount		 Accumulated
Amortization
Customer-related 11 $177,239
 $(131,433) $175,872
 $(128,019)
Technology-related 9 72,215
 (56,018) 71,924
 (55,069)
Program-related 19 66,889
 (31,876) 66,458
 (30,675)
Marketing-related 9 26,659
 (19,727) 26,552
 (19,251)
Other 10 4,445
 (3,479) 4,379
 (3,353)
Intangible assets 12 $347,447
 $(242,533) $345,185
 $(236,367)

Substantially allAll 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.

Amortization of acquired intangible assets was $4,600 for the three months ended December 30, 2017 and $4,477 for the three months ended December 31, 2016. is as follows:
Three Months EndedSix Months Ended
April 1, 2023April 2, 2022April 1, 2023April 2, 2022
Acquired intangible asset amortization$2,865 $3,329 $5,852 $6,727 
Based on acquired intangible assets recorded at December 30, 2017,April 1, 2023, amortization is expectedestimated to be approximately $18,400 in 2018, $17,300 in 2019, $15,100 in 2020, $9,400 in 2021 and $7,200 in 2022.     approximately:

20232024202520262027
Estimated future amortization of acquired intangible assets$11,700 $10,900 $9,800 $9,600 $8,700 
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Note 69 - 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. Equity method investments and joint ventures consists of:

April 1, 2023
Income (Loss)
Net investment balanceThree Months EndedSix Months Ended
Moog Aircraft Service Asia$1,225 $51 $(77)
NOVI LLC609 — — 
Suffolk Technologies Fund 1, L.P.1,048 182 105 
Total$2,882 $233 $28 

Net investment balances are included as Other assets in the Consolidated Condensed Balance Sheets. Income (loss) from equity method investments and joint ventures is included in Other in the Consolidated Condensed Statements of Earnings.
Moog Aircraft Services Asia ("MASA") is a joint venture included in our Aircraft Controls segment in which we currently hold a 51% ownership share. MASA is intended to provide maintenance, repair and overhaul services for our manufactured flight control systems.
We hold a 42.5% ownership interest in NOVI LLC ("NOVI") that is included in our Space and Defense Controls segment. NOVI specializes in applying machine learning algorithms to space situational awareness.
Suffolk Technologies Fund 1, L.P., is a limited partnership included in our Industrial Systems 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 $6,751.
Hybrid Motion Solutions (“HMS”) is a joint venture in our Industrial Systems 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 April 1, 2023. In addition to the investment, we have also loaned HMS $2,985 that is included as Other assets in the Consolidated Condensed Balance Sheet.
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 using the cost method of accounting. As of April 1, 2023 we had cost method investments of $9,795, which are included as Other assets in the Consolidated Condensed Balance Sheets.


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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:
April 1,
2023		October 1,
2022
U.S. revolving credit facility$435,846 $321,300 
SECT revolving credit facility28,000 20,000 
Senior notes 4.25%500,000 500,000 
Other long-term debt728 916 
Senior debt964,574 842,216 
Less deferred debt issuance cost(5,432)(4,428)
Less current installments(728)(916)
Long-term debt$958,414 $836,872 
  December 30,
2017		 September 30,
2017
U.S. revolving credit facility $535,000
 $540,110
Senior notes 300,000
 300,000
Securitization program 130,000
 120,000
Obligations under capital leases 263
 306
Senior debt 965,263
 960,416
Less deferred debt issuance cost (2,998) (3,468)
Less current installments (259) (295)
Long-term debt $962,006
 $956,653
OurOn October 27, 2022, we amended our U.S. revolving credit facility, matures on June 28, 2021. Our U.S. revolvingwhich extended the maturity date of the credit facility from October 15, 2024 to October 27, 2027. The credit facility has a capacity of $1,100,000 and provides an expansion option, which permits us to request an increase of up to $200,000$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 and capital expenditures.leverage. We are in compliance with all covenants.
At December 30, 2017, we had $300,000The SECT has a revolving credit facility with a borrowing capacity of $35,000, maturing on July 26, 2024. Interest is based on LIBOR 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 5.25%4.25% senior notes due December 1, 202215, 2027 with interest paid semiannually on June 115 and December 115 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.
The Securitization Program was extended on October 23, 2017 and now matures on October 23, 2019. The Securitization Program provides up to $130,000 of borrowing capacity. Under the Securitization Program, we sell certain trade receivables and related rights to an affiliate, which in turn sells an undivided variable percentage ownership interest in the trade receivables to a financial institution, while maintaining a subordinated interest in a portion of the pool of trade receivables. Interest for the Securitization Program is based on 30-day LIBOR plus an applicable margin. A commitment fee is also charged based on a percentage of the unused amounts available and is not material. The agreement governing the Securitization Program contains restrictions and covenants which include limitations on the making of certain restricted payments, creation of certain liens, and certain corporate acts such as mergers, consolidations and sale of substantially all assets. The Securitization Program has a minimum borrowing requirement equal to the lesser of either 80% of our borrowing capacity or 100% of our borrowing base, which is a subset of the trade receivables sold under this agreement. As of December 30, 2017, our minimum borrowing requirement was $104,000.



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Note 711 - Product WarrantiesOther Accrued Liabilities
Other accrued liabilities consists of:
April 1,
2023		October 1, 2022
Employee benefits$47,043 $56,136 
Contract reserves45,602 46,547 
Warranty accrual22,062 23,072 
Accrued income taxes24,778 17,776 
Other72,782 71,845 
Other accrued liabilities$212,267 $215,376 
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 EndedSix Months Ended
April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Warranty accrual at beginning of period$22,429 $25,026 $23,072 $26,602 
Warranties issued during current period2,994 2,835 4,952 3,400 
Adjustments to pre-existing warranties(229)(42)(443)(66)
Reductions for settling warranties(3,179)(3,139)(5,984)(4,854)
Divestiture adjustment— (38)— (368)
Foreign currency translation47 (171)465 (243)
Warranty accrual at end of period$22,062 $24,471 $22,062 $24,471 
  Three Months Ended
  December 30,
2017		 December 31,
2016
Warranty accrual at beginning of period $25,848
 $21,363
Warranties issued during current period 4,757
 3,414
Adjustments to pre-existing warranties (70) (265)
Reductions for settling warranties (2,915) (1,044)
Foreign currency translation 128
 (585)
Warranty accrual at end of period $27,748
 $22,883
Note 812 - Derivative Financial Instruments
We principally use derivative financial instruments to manage interest rate risk associated with long-term debt and foreign exchange risk related to foreign operations and foreign currency transactions.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. To mitigate exposure in movements between various currencies, including the Philippine peso, we had outstanding foreign currency contracts with notional amounts of $14,124 at April 1, 2023. These contracts mature at various times through March 1, 2024.
We use forward currency contracts to hedge our net investment in certain foreign subsidiaries. As of April 1, 2023, 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 December 30, 2017,April 1, 2023, we had no outstanding interest rate swaps.
Foreign currency contracts, net investment hedges and interest rate swaps with notional amounts totaling $150,000. The interest rate swaps effectively convert this amount of variable-rate debt to fixed-rate debt at 2.62%, including the applicable margin of 1.38% as of December 30, 2017. The interest will revert back to variable rates based on LIBOR plus the applicable margin upon the maturity of the interest rate swaps. These interest rate swaps mature at various times through June 23, 2020.
We use foreign currency contracts as cash flow hedges to effectively fix the exchange rates on future payments and revenue. To mitigate exposure in movements between various currencies, including the Philippine peso and the British pound, we had outstanding foreign currency forwards with notional amounts of $51,608 at December 30, 2017. These contracts mature at various times through November 29, 2019.
These interest rate swaps and foreign currency contracts are recorded in the consolidated condensed balance sheetsConsolidated Condensed Balance Sheets at fair value and the related gains or losses are deferred in shareholders’ equityShareholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss) (AOCIL)("AOCIL"). These deferred gains and losses are reclassified into the consolidated condensed statementsConsolidated Condensed Statements of earningsEarnings, 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 and foreign currency contracts 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 threesix months of 20182023 or 2017.

2022.
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Derivatives not designated as hedging instruments
We also have foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currenciescurrency and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in the consolidated condensed statementsConsolidated Condensed Statements of earnings.Earnings. To minimize foreign currency exposure, we hadhave foreign currency contracts with notional amounts of $107,528$122,789 at December 30, 2017.April 1, 2023. The foreign currency contracts are recorded in the consolidated condensed balance sheetsConsolidated Condensed Balance Sheets at fair value and resulting gains or losses are recorded in the consolidated condensed statementsConsolidated Condensed Statements of earnings.Earnings. We recorded the following gains orand 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
 December 30,
2017		 December 31,
2016
Net gain (loss) $(628) $1,394
Three Months EndedSix Months Ended
Statements of Earnings locationApril 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Net gain (loss)
Foreign currency contractsOther$(890)$(2,134)$3,105 $(4,038)
Summary of derivatives
The fair value and classification of derivatives is summarized as follows:
Balance Sheets locationApril 1,
2023		October 1,
2022
Derivatives designated as hedging instruments:
Foreign currency contractsOther current assets$549 $562 
Foreign currency contractsOther assets— 165 
 Total asset derivatives$549 $727 
Foreign currency contractsAccrued liabilities and other$878 $3,877 
Foreign currency contractsOther long-term liabilities— 751 
 Total liability derivatives$878 $4,628 
Derivatives not designated as hedging instruments:
Foreign currency contractsOther current assets$28 $679 
Foreign currency contractsAccrued liabilities and other$130 $738 



22

   December 30,
2017		 September 30,
2017
Derivatives designated as hedging instruments:     
Foreign currency contractsOther current assets $639
 $551
Foreign currency contractsOther assets 298
 50
Interest rate swapsOther current assets 989
 552
Interest rate swapsOther assets 471
 314
 Total asset derivatives $2,397
 $1,467
Foreign currency contractsOther accrued liabilities $601
 $1,434
Foreign currency contractsOther long-term liabilities —
 244
Interest rate swapsOther accrued liabilities —
 10
Interest rate swapsOther long-term liabilities —
 15
 Total liability derivatives $601
 $1,703
Derivatives not designated as hedging instruments:     
Foreign currency contractsOther current assets $314
 $95
Foreign currency contractsOther accrued liabilities $515
 $383

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Note 913 - 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 2.2, except for the acquisition contingent consideration, which is classified as Level 3:
Balance Sheets locationApril 1,
2023		October 1,
2022
Foreign currency contractsOther current assets$577 $1,241 
Foreign currency contractsOther assets— 165 
Total assets$577 $1,406 
Foreign currency contractsAccrued liabilities and other$1,008 $4,615 
Foreign currency contractsOther long-term liabilities— 751 
Acquisition contingent considerationOther long-term liabilities2,954 3,272 
Total liabilities$3,962 $8,638 
  Classification December 30,
2017		 September 30,
2017
Foreign currency contracts Other current assets $953
 $646
Foreign currency contracts Other assets 298
 50
Interest rate swaps Other current assets 989
 552
Interest rate swaps Other assets 471
 314
  Total assets $2,711
 $1,562
Foreign currency contracts Other accrued liabilities $1,116
 $1,817
Foreign currency contracts Other long-term liabilities —
 244
Interest rate swaps Other accrued liabilities —
 10
Interest rate swaps Other long-term liabilities —
 15
  Total liabilities $1,116
 $2,086
The changes in financial liabilities classified as Level 3 within the fair value hierarchy are as follows:
Three Months EndedSix Months Ended
April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Balance at beginning of period$3,365 $— $3,272 $— 
Additions from acquisition(491)3,053 (491)3,053 
Increase in discounted future cash flows recorded as interest expense80 31 173 31 
Balance at end of period$2,954 $3,084 $2,954 $3,084 
Our only financial instrument for which the carrying value differs from its fair value is long-term debt. At December 30, 2017,April 1, 2023, the fair value of long-term debt was $974,451$920,817 compared to its carrying value of $965,263.$964,574. 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.


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Note 14 - Restructuring
Restructuring activity for severance and other costs by segment and reconciliation to consolidated amounts is as follows:
Aircraft ControlsSpace and Defense ControlsIndustrial SystemsTotal
Balance at October 1, 2022$229 $228 $6,678 $7,135 
Charged to expense - 2022 plan— 687 2,408 3,095 
Adjustments to provision(16)37 — 21 
Cash payments - 2022 plan(213)(448)(300)(961)
Cash payments - 2020 plan— — (180)(180)
Cash payments - 2018 plan— — (286)(286)
Foreign currency translation— — 447 447 
Balance at April 1, 2023$— $504 $8,767 $9,271 
As of April 1, 2023, the restructuring accrual consists of $5,263 for the 2022 plan, $2,707 for the 2020 plan and $1,301 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.
Note 1015 - Employee Benefit Plans
Pension expense for our defined contribution plans consists of:
 Three Months EndedSix Months Ended
April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
U.S. defined contribution plans$12,003 $11,169 $22,188 $21,714 
Non-U.S. defined contribution plans2,047 2,386 4,112 4,538 
Total expense for defined contribution plans$14,050 $13,555 $26,300 $26,252 
Net periodic benefit costs for our defined benefit pension plans are as follows:
Three Months EndedSix Months Ended
April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
U.S. Plans
Service cost$3,228 $4,956 $6,456 $9,913 
Interest cost7,028 4,561 14,056 9,123 
Expected return on plan assets(7,147)(7,450)(14,294)(14,901)
Amortization of actuarial loss3,362 3,897 6,724 7,793 
Expense for U.S. defined benefit plans$6,471 $5,964 $12,942 $11,928 
Non-U.S. Plans
Service cost$666 $1,107 $1,308 $2,229 
Interest cost1,354 627 2,657 1,261 
Expected return on plan assets(1,057)(886)(2,074)(1,783)
Amortization of prior service cost14 15 27 30 
Amortization of actuarial loss99 1,004 195 2,026 
Expense for non-U.S. defined benefit plans$1,076 $1,867 $2,113 $3,763 
  Three Months Ended
  December 30,
2017		 December 31,
2016
U.S. Plans    
Service cost $5,634
 $6,022
Interest cost 8,073
 7,636
Expected return on plan assets (13,576) (13,628)
Amortization of prior service cost (credit) 47
 47
Amortization of actuarial loss 6,902
 8,419
Pension expense for U.S. defined benefit plans $7,080
 $8,496
Non-U.S. Plans    
Service cost $1,470
 $1,532
Interest cost 1,055
 751
Expected return on plan assets (1,243) (1,131)
Amortization of prior service cost (credit) (14) (27)
Amortization of actuarial loss 624
 1,120
Pension expense for non-U.S. defined benefit plans $1,892
 $2,245
Pension expense for our defined contribution plans consists of:
  Three Months Ended
  December 30,
2017		 December 31,
2016
U.S. defined contribution plans $3,972
 $3,670
Non-U.S. defined contribution plans 1,709
 1,360
Total pension expense for defined contribution plans $5,681
 $5,030
In 2018, expected contributions for our U.S. defined benefit pension plans is approximately $149,000.


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Note 11 - Restructuring
Restructuring activity for severance and other costs is as follows:
 Total
Balance at September 30, 2017$1,168
Cash payments - 2016 plan(254)
Balance at December 30, 2017$914
Restructuring is expected to be paid by July 1, 2019 and is classified as current or long-term liabilities based on payment arrangements.
Note 1216 - Income Taxes
The effective tax rate for the three months endedDecember 30, 2017 was 97.3%. The effective rate for this period was significantly impacted by the enactment of the Tax Cuts and Jobs Act (the "Act") of 2017.
The Act was enacted on December 22, 2017. It reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 30, 2017, we have not completed the accounting for the tax effects of enactment of the Act; however, as described below, we have made a reasonable estimate of the effects on the one-time transition tax, withholding taxes deemed to be repatriated and existing deferred tax balances. These amounts are provisional and subject to change as the determination of the impact of the income tax effects will require additional analysis of historical records, annual data and further interpretation of the Act from yet to be issued U.S. Treasury regulations.
During the three months ended December 30, 2017 we recorded a $31,000, one-time transition tax on undistributed foreign earnings deemed to be repatriated and a tax charge of $15,250 as an additional provision for withholding taxes on undistributed earnings not considered to be permanently reinvested. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities is not practicable. These charges are partially offset by a $12,225 benefit due to the remeasurement of deferred tax assets and liabilities arising from a lower U.S. corporate tax rate, which took into account our decision to accelerate pension contributions into our 2017 pension plan year. This allows the pension contribution tax deduction to be taken in our 2017 federal income tax return which is taxed at the 35% federal rate.
The effective tax rate for the three and six months ended December 31, 2016April 1, 2023 was 17.6%23.6%. The effective tax rate for this period is lowerthe three and six months ended April 2, 2022 was 24.9% and 24.8%, respectively. The effective tax rates for the three and six months ended April 1, 2023 and April 2, 2022 are higher than would be expected byfrom applying the U.S. federal statutory tax rate of 21% to earnings before income taxes primarily fromdue to tax benefits associated with selling our European space businesses.



on earnings generated outside the U.S.
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Note 1317 - Accumulated Other Comprehensive Income (Loss)
The changes in AOCIL, net of tax, by component for the threesix months ended December 30, 2017April 1, 2023 are as follows:
Accumulated foreign currency translationAccumulated retirement liabilityAccumulated gain (loss) on derivativesTotal
AOCIL at October 1, 2022$(182,024)$(125,231)$(3,787)$(311,042)
OCI before reclassifications61,952 (1,198)1,302 62,056 
Amounts reclassified from AOCIL327 4,429 1,697 6,453 
OCI, net of tax62,279 3,231 2,999 68,509 
AOCIL at April 1, 2023$(119,745)$(122,000)$(788)$(242,533)
  Accumulated foreign currency translation Accumulated retirement liability Accumulated gain (loss) on derivatives Total
AOCIL at September 30, 2017 $(83,166) $(251,865) $(460) $(335,491)
Other comprehensive income (loss) before reclassifications 10,364
 (363) 905
 10,906
Amounts reclassified from AOCIL —
 4,619
 329
 4,948
Other comprehensive income (loss) 10,364
 4,256
 1,234
 15,854
AOCIL at December 30, 2017 $(72,802) $(247,609) $774
 $(319,637)
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 EndedSix Months Ended
Statements of Earnings locationApril 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Retirement liability:
Prior service cost$14 $15 $27 $30 
Actuarial losses2,882 4,583 5,759 9,183 
Reclassification from AOCIL into earnings2,896 4,598 5,786 9,213 
Tax effect(679)(1,090)(1,357)(2,183)
Net reclassification from AOCIL into earnings$2,217 $3,508 $4,429 $7,030 
Derivatives:
Foreign currency contractsSales$211 $176 $517 $244 
Foreign currency contractsCost of sales701 299 1,673 349 
Reclassification from AOCIL into earnings912 475 2,190 593 
Tax effect(206)(105)(493)(129)
Net reclassification from AOCIL into earnings$706 $370 $1,697 $464 
    Three Months Ended
  Statement of earnings classification December 30,
2017		 December 31,
2016
Retirement liability:      
Prior service cost (credit)   $(85) $19
Actuarial losses   7,396
 9,417
Reclassification from AOCIL into earnings (1)
 7,311
 9,436
Tax effect   (2,692) (3,427)
Net reclassification from AOCIL into earnings $4,619
 $6,009
Derivatives:      
Foreign currency contracts Sales $(118) $1,297
Foreign currency contracts Cost of sales 696
 467
Interest rate swaps Interest (14) 115
Reclassification from AOCIL into earnings 564
 1,879
Tax effect   (235) (591)
Net reclassification from AOCIL into earnings $329
 $1,288
(1) The reclassificationsReclassification from AOCIL into earnings for the Retirement liability are included in the computation of net periodicnon-service pension cost and postretirement benefit cost.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 EndedSix Months Ended
April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Foreign currency contracts$489 $(857)$1,687 $(802)
Net gain (loss)489 (857)1,687 (802)
Tax effect(115)192 (385)178 
Net deferral in AOCIL of derivatives$374 $(665)$1,302 $(624)



25

    Net deferral in AOCIL - effective portion
    Three Months Ended
    December 30,
2017		 December 31,
2016
Foreign currency contracts   $828
 $(1,786)
Interest rate swaps   617
 694
Net gain (loss)   1,445
 (1,092)
Tax effect   (540) 378
Net deferral in AOCIL of derivatives $905
 $(714)


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Note 1418 - Stock Employee Compensation Trust and Supplemental Retirement Plan Trust
The Stock Employee Compensation Trust (SECT)SECT assists in administering and provides funding for equity-based compensation plans and benefit programs, including the Moog Inc. Retirement Savings Plan (RSP)("RSP"), RSP(+) and the Employee Stock Purchase Plan ("ESPP"). The Supplemental Retirement Plan (SERP)SERP Trust provides funding for benefits under the SERP provisions of the Moog Inc. SERP.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 1519 - Earnings per Share
Basic and diluted weighted-average shares outstanding, as well as shares considered to be anti-dilutive, are as follows:
Three Months EndedSix Months Ended
April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Basic weighted-average shares outstanding31,848,140 31,984,674 31,797,071 32,021,036 
Dilutive effect of equity-based awards195,770 136,052 162,244 133,406 
Diluted weighted-average shares outstanding32,043,910 32,120,726 31,959,315 32,154,442 
Anti-dilutive shares from equity-based awards3,425 54,057 12,576 58,204 


26

  Three Months Ended
  December 30,
2017		 December 31,
2016
Basic weighted-average shares outstanding 35,772,406
 35,869,052
Dilutive effect of equity-based awards 428,648
 403,715
Diluted weighted-average shares outstanding 36,201,054
 36,272,767
For the three months ended December 30, 2017 and December 31, 2016, there were 13,530 and 111,574 common shares from equity-based awards, respectively, excluded from the calculation of diluted earnings per share as they would be anti-dilutive.

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Note 1620 - Segment InformationSegments
Effective October 1, 2017, we made changes to our segment reporting structure that resulted in three reporting segments. Our former Components segment has been separated and merged into Space and Defense Controls and Industrial Systems. All amounts have been restated to reflect this change.
Below areDisaggregation of net sales and operating profit by segment for the three and six months ended December 30, 2017April 1, 2023 and December 31, 2016 and a reconciliationApril 2, 2022 are as follows:
Three Months EndedSix Months Ended
Market TypeApril 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Net sales:
Military$175,701 $192,089 $347,419 $378,038 
Commercial171,303 119,179 309,844 236,547 
Aircraft Controls347,004 311,268 657,263 614,585 
Space111,873 87,074 207,758 174,657 
Defense133,980 136,275 255,880 256,548 
Space and Defense Controls245,853 223,349 463,638 431,205 
Energy28,980 32,316 60,550 63,782 
Industrial Automation125,538 110,411 236,656 212,554 
Simulation and Test24,765 29,625 53,090 51,800 
Medical64,652 63,818 125,698 120,947 
Industrial Systems243,935 236,170 475,994 449,083 
Net sales$836,792 $770,787 $1,596,895 $1,494,873 
Three Months EndedSix Months Ended
Customer TypeApril 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Net sales:
Commercial$171,303 $119,179 $309,844 $236,547 
U.S. Government (including OEM)134,062 138,026 263,845 281,905 
Other41,639 54,063 83,574 96,133 
Aircraft Controls347,004 311,268 657,263 614,585 
Commercial29,216 28,554 53,789 52,877 
U.S. Government (including OEM)202,579 180,109 382,017 350,124 
Other14,058 14,686 27,832 28,204 
Space and Defense Controls245,853 223,349 463,638 431,205 
Commercial240,190 235,165 466,029 442,400 
U.S. Government (including OEM)838 153 2,118 3,939 
Other2,907 852 7,847 2,744 
Industrial Systems243,935 236,170 475,994 449,083 
Commercial440,709 382,898 829,662 731,824 
U.S. Government (including OEM)337,479 318,288 647,980 635,968 
Other58,604 69,601 119,253 127,081 
Net sales$836,792 $770,787 $1,596,895 $1,494,873 


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Table of segment operating profit to earnings before income taxes. Contents
Three Months EndedSix Months Ended
Revenue Recognition MethodApril 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Net sales:
Over-time$276,638 $239,720 $523,533 $486,369 
Point in time70,366 71,548 133,730 128,216 
Aircraft Controls347,004 311,268 657,263 614,585 
Over-time229,073 207,309 431,163 399,755 
Point in time16,780 16,040 32,475 31,450 
Space and Defense Controls245,853 223,349 463,638 431,205 
Over-time27,862 40,287 60,918 69,312 
Point in time216,073 195,883 415,076 379,771 
Industrial Systems243,935 236,170 475,994 449,083 
Over-time533,573 487,316 1,015,614 955,436 
Point in time303,219 283,471 581,281 539,437 
Net sales$836,792 $770,787 $1,596,895 $1,494,873 
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, number of employeesmanpower or profit.
  Three Months Ended
  December 30,
2017		 December 31,
2016
Net sales:    
Aircraft Controls $278,534
 $268,450
Space and Defense Controls 133,393
 122,590
Industrial Systems 215,608
 198,630
Net sales $627,535
 $589,670
Operating profit:    
Aircraft Controls $30,768
 $23,111
Space and Defense Controls 16,289
 9,088
Industrial Systems 19,246
 20,163
Total operating profit 66,303
 52,362
Deductions from operating profit:    
Interest expense 8,646
 8,486
Equity-based compensation expense 2,001
 2,168
Corporate and other expenses, net 7,822
 5,220
Earnings before income taxes $47,834
 $36,488
The amounts reclassified for net sales and operating Operating profit as a result of the revisedby segment reporting structure for the three and six months ended December 31, 2016April 1, 2023 and April 2, 2022 and a reconciliation of segment operating profit to earnings before income taxes are as follows:
Three Months EndedSix Months Ended
 December 31,
2016		April 1,
2023		April 2,
2022		April 1,
2023		April 2,
2022
Net sales:  
Operating profit:Operating profit:
Aircraft ControlsAircraft Controls$31,862 $12,441 $61,580 $54,356 
Space and Defense Controls $29,660
Space and Defense Controls27,507 24,075 47,801 45,374 
Industrial Systems 86,231
Industrial Systems24,397 20,723 61,148 37,914 
Total $115,891
Total operating profitTotal operating profit83,766 57,239 170,529 137,644 
Deductions from operating profit:Deductions from operating profit:
Interest expenseInterest expense14,963 8,263 28,095 16,245 
Equity-based compensation expenseEquity-based compensation expense2,791 1,920 5,765 4,578 
Non-service pension expenseNon-service pension expense3,115 1,472 6,214 2,957 
Corporate and other expenses, netCorporate and other expenses, net6,593 6,871 13,850 13,728 
Earnings before income taxesEarnings before income taxes$56,304 $38,713 $116,605 $100,136 
Operating profit:  
Space and Defense Controls $1,992
Industrial Systems 9,462
Total $11,454


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Segment assets for Space and Defense Controls and Industrial Systems are approximately $613,000 and $1,142,000, respectively, as of December 30, 2017 as a result of the change to our segment reporting structure.

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Note 1721 - Related Party Transactions
On November 20, 2017, John Scannell, was elected toMoog'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 various financing activities, all of which were initiated prior to the election of Mr. Scannell to the Board. M&T Bank provides credit extension for routine purchases, which for the three and six months ended December 30, 2017April 1, 2023 totaled $5,459.$3,637 and $7,054, respectively. Credit extension for the three and six months ended April 2, 2022 totaled $4,220 and $7,863, respectively. At December 30, 2017,April 1, 2023, we held a $15,000 interest rate swap with M&T Bank and outstanding leases with a total original cost of $27,955.$14,245. At April 1, 2023, outstanding deposits on our behalf for future equipment leases totaled $2,950. 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 6,10 - 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 1822 - 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 mayis still be significant effort required to complete the ultimate deliverable. Future variability in internal cost as well asand 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 $48,793 ofliable for $22,027 related to standby letters of credit issued by a bank to third parties on our behalf at DecemberApril 1, 2023.
Note 23 - Subsequent Event
On April 27, 2023, we declared a $0.27 per share quarterly dividend payable on issued and outstanding shares of our Class A and Class B common stock on May 30, 2017.

2023 to shareholders of record at the close of business on May 12, 2023.
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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, 2017.October 1, 2022. 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 and amountsyears. 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 for military aircraft, turreted weapon systems, stabilization and automatic ammunition loading controls for armored combat vehicles, tactical and strategic missile steering controls and gun aiming controls.
•Commercial aircraft market - primary and secondary flight controls for commercial aircraft.
Commercial space•Space market - satellite positioning controls and thrust vector controls, foras well as integrated space launch vehicles.vehicles and hypersonic applications.
In the industrial market, our products are used in a wide range of applications including:
•Industrial automation market - components and systems for injection and blow molding machinery, heavy industry applications for steel and aluminum production, metal forming heavy industry,presses, flight simulation motion control systems and material and automotive structural and fatigue testing and pilot training simulators.systems.
Energy•Medical market - power generation, oilcomponents and gas exploration and wind energy.
Medical market -pumps for enteral clinical nutrition and infusion therapy, pumps,CT scan medical equipment, ultrasonic sensors and surgical handpieces and CT scanners.sleep apnea equipment.
•Energy market - control and safety components for steam and gas power generation turbines and oil and gas exploration components and systems.
We operate under three segments, Aircraft Controls, Space and Defense Controls and Industrial Systems. 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 China, Japan, Italy, Netherlands, Canada, Ireland and Luxembourg.Lithuania.
We have long-term contracts with someUnder ASC 606, 64% of our customers. These contracts are predominantly within Aircraft Controls and Space and Defense Controls and represent 38%, 34% and 33% of our sales in 2017, 2016 and 2015, respectively. We recognize revenue on these contractswas recognized over time for the quarter ended April 1, 2023, using the percentage of completion, cost-to-cost method of accounting as work progresses toward completion.accounting. The remainder of our sales are recognized when the risks and rewards of ownership and title to the product are transferred to the customer, principally as units are delivered or as service obligations are satisfied. Thisover-time method of revenue recognition is predominantly used withinin Aircraft Controls and Space and Defense Controls. 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 April 1, 2023, 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 Systems segment,Systems. 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 wellcost of sales is recorded and as with aftermarket activity.revenue is recognized.
We concentrate on providing our customers with products designed and manufactured to the highest quality standards. Our technical experts work collaboratively with customers around the world, delivering capabilities for mission-critical solutions. This approach is critical in creating products that are applied in demanding applications, "When Performance Really Matters®Matters®." WeBy capitalizing on this customer intimacy, we believe we have achieved a leadership position in the high performance, precision controls market, by capitalizing on our core foundational strengths, which are our technical experts working collaboratively around the world and the capabilities we deliver for mission-critical solutions. Thesemarket. Additionally, these strengths yield a broad control product portfolio, across a diverse base of customers and end markets.



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By focusing on customer intimacy and commitment to solving theirour customers' most demanding technical problems, we have been able to innovateexpand our motion control product franchise from one market to another,multiple markets; organically growing from a high-performance components suppliermanufacturer to a high-performance systems supplier.designer, manufacturer and systems integrator. In addition, we continue achieving substantialexpanding our content positions on theour current platforms, on which we currently participate, seeking to be the dominantmarket-leading supplier in the current niche markets we serve. We also look for innovation in all aspects of our business, employing new technologies to improve productivity and to develop innovative business models.





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operational performance.
Our fundamental strategiespath to achievesuccess comes from our goals center around talent, lean and innovation and include:
talented employees building a strong leadership team that has positioned thesustainable company for growth,
utilizingcurrent and future generations. We are concentrating our global capabilitiesefforts on: customer focus, people, community and strong engineering heritage to innovate,
•
maintaining our technological excellence by solving our customers’ most demanding technical problems in applications "When Performance Really Matters®,"
continuing to investthe planet, and financial strength. Initiatives in talent development to strengthenthese three areas will drive accountability, improve operational performance, increase employee performance
engagement and maximizing customer value by implementing lean enterprise principles.
These activities will help us achieve ourworkforce diversity and, with business simplification, result in improved financial objective of increasingresults and increased shareholder value with sustainable competitive advantages across our segments. In doing so, we expect to maintain a balanced, diversified portfolio in terms of markets served, product applications, customer base and geographic presence.value.
We focus on improvingwill improve shareholder value through strategic revenue growth, both acquiredorganic and organic,acquired, through improving operating efficiencies and manufacturing initiativesproductivity and through utilizing low cost manufacturing facilities without compromising quality. Additionally,Historically, we takehave taken a balanced approach to capital deployment which may include strategic acquisitions or further share buyback activity, in order to maximize shareholder returns over the long-term.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 as well as investments in new market opportunities. We will also continue exploring opportunities to make strategic acquisitions and return capital to shareholders.
Acquisitions and Divestitures
All of our acquisitions are accountedAcquisitions
On February 21, 2022, we acquired TEAM Accessories Limited ("TEAM") based in Dublin, Ireland for under the purchase method and, accordingly, the operating results for the acquired companies are included in the consolidated statements of earnings from the respective dates of acquisition. Under purchase accounting, we record assets and liabilities at fair value and such amounts are reflected in the respective captions on the consolidated balance sheets. Thea purchase price, described for each acquisition below is net of anyacquired cash, acquired, includes debt issued or assumedof $14 million, consisting of $12 million in cash and thecontingent consideration with an initial fair value of contingent consideration.$3 million. TEAM specializes in Maintenance, Repair and Overhaul of engine and airframe components. This operation is included in our Aircraft Controls segment.
In 2017,Divestitures
On September 30, 2022, we acquired Rotary Transfer Systems,sold a manufacturer of electromechanical systems, locatedsonar business based in Germany and France for $43 million. This acquisition isthe United Kingdom previously included in our Industrial Systems segment. We alsohave 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 September 20, 2022, we sold non-core businessesassets of a security business based in Northbrook, Illinois previously included in our Space and Defense Controls segment for $7segment. We have cumulatively received net proceeds of $9 million and recorded lossesa loss of $4 million, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in other expenseescrow.
On December 3, 2021, we sold the assets of $13our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Aircraft Controls segment to Thales USA Inc. We have cumulatively received net proceeds of $37 million relatedand recorded a gain of $16 million, net of transaction costs. The transaction is subject to the sales.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 but not limited to, revenue recognition on long-term contracts, contract and contract-related loss reserves, reserves for inventory valuation, reviews for impairment of goodwill, reviews for impairment of long-lived assets, pension assumptions and income taxes. See Note 12 of the Consolidated Condensed Financial Statements included in Item 1, Financial Statements of this report for the impact of the enactment of the Tax Cuts and Jobs Act of 2017.

Other than that described below, there have been no material changes in critical accounting policies in the current year from those disclosed in our 2017 Annual Report on Form 10-K.

Reviews for Impairment of Goodwill

Interim Test
Effective October 1, 2017, we changed our segment reporting structure from four to three reporting segments. The former Components reporting segment has been divided and merged into the Space and Defense Controls and Industrial Systems reporting segments. This change also impacted the reporting units we use to review goodwill for impairment. Based on the accounting rules that require aggregation of components with similar economic characteristics, we have changed the number of reporting units from five to four - Aircraft Controls, Space and Defense Controls, Industrial Systems and Medical Devices.
We transferred or allocated the assets and liabilities of the former Components business including the proportionate share of goodwill based on the relative fair value of the business to the new respective reporting units - Space and Defense Controls and Industrial Systems. We then compared the fair values to the carrying values of the reporting units and the resulting fair values exceeded the carrying values, so we determined that goodwill was not impaired.

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The fair value of each of these two reporting units exceeded the carrying amounts by over 100%. While any individual assumption could differ from those that we used, we believe the overall fair values of these reporting units are reasonable, as the values are derived from a mix of reasonable assumptions. Had we used discount rates that were 100 basis points higher or a terminal growth rate that was 100 basis points lower than those we assumed, the fair values of each of these reporting units would have continued to exceed their carrying amounts by at least 80%.


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 Accounting Standards Updates ("ASU").ASUs.




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CONSOLIDATED RESULTS OF OPERATIONS  CONSOLIDATED RESULTS OF OPERATIONS
  
Three Months EndedThree Months EndedSix Months Ended
(dollars and shares in millions, except per share data)December 30, 2017December 31, 2016$ Variance% Variance(dollars and shares in millions, except per share data)April 1, 2023April 2, 2022$ Variance% VarianceApril 1, 2023April 2, 2022$ Variance% Variance
Net sales$628
$590
$38
6%Net sales$837 $771 $66 9 %$1,597 $1,495 $102 7 %
Gross margin29.3%29.3%  Gross margin26.4 %27.6 %26.6 %27.2 %
Research and development expenses$32
$35
$(2)(6%)Research and development expenses$27 $31 $(4)(13 %)$51 $58 $(8)(13 %)
Selling, general and administrative expenses as a percentage of sales15.3%14.4%  Selling, general and administrative expenses as a percentage of sales13.9 %14.4 %14.4 %14.9 %
Interest expense$9
$8
$—
2%Interest expense$15 $8 $7 81 %$28 $16 $12 73 %
Asset impairmentAsset impairment$1 $15 $(14)(92 %)$1 $15 $(14)(92 %)
Restructuring expenseRestructuring expense$2 $8 $(6)(74 %)$3 $8 $(5)(60 %)
Gain on sale of businessGain on sale of business$— $— $— — %$— $(16)$16 (100 %)
Gain on sale of buildingsGain on sale of buildings$(1)$— $(1)n/a(10)— $(10)n/a
Other$(1)$8
$(9)(109%)Other$4 $1 $3 n/a$6 $1 $4 n/a
Effective tax rate97.3%17.6%  Effective tax rate23.6 %24.9 %23.6 %24.8 %
Net earnings attributable to Moog$1
$31
$(29)(96%)
Diluted average common shares outstanding36
36
—
—%
Diluted earnings per share attributable to Moog$0.04
$0.84
$(0.80)(95%)
Net earningsNet earnings$43 $29 $14 48 %$89 $75 $14 18 %
Diluted earnings per shareDiluted earnings per share$1.34 $0.91 $0.43 47 %$2.79 $2.34 $0.45 19 %
Twelve-month backlogTwelve-month backlog$2,300 $2,300 $— — %
Net sales increased in the second quarter and in the first half of 2023 compared to the same periods of 2022 across all of our segmentssegments. Weaker foreign currencies, primarily the Euro and the British Pound, relative to the U.S. Dollar, decreased sales $10 million in the second quarter and $26 million in the first half of 2023 relative to the same periods of 2022. Additionally, the absence of sales associated with our divested businesses in 2022 decreased sales $8 million in the second quarter and $20 million through the first half of 2023. The 2023 sales increases excluding these effects compared to the same periods of 2022 were 11% in the second quarter and 10% in the first half.
Gross margin in the second quarter of 20182023 included an unfavorable sales mix in Aircraft Controls, contract-related charges in Space and Defense Controls and operational charges in Industrial Systems. Partially offsetting these negative impacts was the benefit of higher sales volumes. Gross margin also decreased in the first half of 2023 compared to the first quarterhalf of 2017.
Gross margin was unchanged in the first quarter of 2018 compared2022 due mostly to the same period of 2017. Aircraft Controls' gross margin increased due primarily to a more favorable sales mix from foreign military sales; however, Space and Defense Controls' gross margin decreased due tofactors as the reduced amount of last year's favorable defense controls sales.second quarter.
Research and development expenses decreased in the second quarter and in the first quarterhalf of 20182023 compared to the same periodperiods of 2017. Within Aircraft Controls,2022. We had lower research and development expenses decreased $4 million, as we had lower activity acrossdue to our major commercial OEMprioritization of our engineering activities on funded development programs. The reduced spend was offset by increases in research and development activities across our remaining two segments.
Selling, general and administrative expensesexpense as a percentage of sales increaseddecreased in the second quarter and in the first quarterhalf of 20182023 compared to the first quarter of 2017. Administrative expense increased $3 million due to the timing of expenses in the prior year'ssecond quarter and we hadthe first half of 2022 reflecting the incremental benefit of higher planned selling expense in select growth markets.sales volume.
OtherInterest expense in the second quarter and in the first half of 2023 increased due to higher interest rates on our outstanding debt balances and, to a lesser extent, higher debt levels.
The second quarter of 2017 includes $92023 included $3 million of losses associated with sellingcharges for various restructuring activities and impairments across all of our European space businesses.segments. The second quarter of 2022 included $15 million of asset impairments, $8 million of restructuring expenses, primarily in Aircraft Controls, and $2 million of inventory write-down charges.
Through the first half of 2023, we benefited from a $10 million gain from the sale of three buildings in Industrial Systems. The first half of 2022 included a $16 million gain from the sale of our NAVAIDS business in Aircraft Controls.
The effective tax rate in the firstsecond quarter of 2018 was impacted by the enactment of the Tax Cuts and Jobs Act of 2017. We recorded a $31 million, one-time transition tax on undistributed foreign earnings deemed to be repatriated and a tax charge of $15 million as an additional provision for withholding taxes on undistributed earnings not considered to be permanently reinvested. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject2023 decreased compared to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amountsecond quarter of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject2022 due to the transition taxincremental benefit from share exercises.


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The twelve-month backlog was relatively unchanged in the second quarter of 2023 compared with the second quarter of 2022. Within Industrial Systems, we had higher orders for simulation and additional outside basis differencetest programs and for our core industrial programs. The twelve-month backlog decreased slightly in these entities is not practicable. These charges areAircraft Controls as the work-down of various military development programs was partially offset by a $12 million benefithigher orders for our business jet and commercial aftermarket programs. Space and Defense Controls' twelve-month backlog decreased slightly due in part to the remeasurementabsence of deferred tax assetsorders from our divested security business. Additionally, higher orders for space vehicles was offset by the timing of new and liabilities arising from a lower U.S. corporate tax rate, which took into account our decision to accelerate pension contributions into our 2017 pension plan year. This allows the pension contribution tax deduction to be taken in our 2017 federal income tax return which is taxed at the 35% federal rate. Excluding all of the impacts due to the Act, the effective tax rate for the first quarter of 2018 was 29.6%.
Our effective tax rate in 2017 is lower than the U.S. statutory tax rate, as it included the tax benefits associated with divesting our European space businesses. Excluding the impact of the divestiture, the effective tax rate for the first quarter of 2017 was 28.7%.
Other comprehensive income in the first quarter of 2018 includes $10 million of foreign currency translation income. Other comprehensive loss in the first quarter of 2017 includes $42 million of foreign currency translation loss. Foreign currency translation adjustments increased $52 million during this period, primarily attributable to changes in the Euro and the British Pound.


follow-on missile program orders.
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SEGMENT RESULTS OF OPERATIONS
Effective October 1, 2017, we changed our segment reporting structure to three reporting segments. Our former Components segment has been separated and merged into Space and Defense Controls and Industrial Systems. All amounts have been restated to conform to the current presentation.
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, manpower or profit. Operating profit is reconciled to earnings before income taxes in Note 16 of20 - Segments in the Notes to Consolidated Condensed Financial Statements included in this report.
Aircraft Controls
Three Months EndedThree Months EndedSix Months Ended
(dollars in millions)December 30, 2017December 31, 2016$  Variance%  Variance  (dollars in millions)April 1, 2023April 2, 2022$  Variance%  VarianceApril 1, 2023April 2, 2022$  Variance%  Variance
Net sales - military aircraft$124
$128
$(4)(3%)Net sales - military aircraft$176 $192 $(16)(9 %)$347 $378 $(31)(8 %)
Net sales - commercial aircraft154
141
14
10%Net sales - commercial aircraft171 119 52 44 %310 237 73 31 %
$279
$268
$10
4%$347 $311 $36 11 %$657 $615 $43 7 %
Operating profit$31
$23
$8
33%Operating profit$32 $12 $19 156 %$62 $54 $7 13 %
Operating margin11.0%8.6%  Operating margin9.2 %4.0 %9.4 %8.8 %
Backlog$590
$610
$(20)(3%)
Aircraft Controls' net sales increased in the second quarter and in the first half of 2023 compared to the second quarter and first half of 2022, as the continued commercial aircraft market recovery was partially offset by lower military sales.

In the second quarter of 2023, sales increased $43 million in our commercial OEM programs and $9 million in our commercial aftermarket programs as both continued to recover. Within commercial OEM, sales increased $20 million across all of our wide-body programs. Also, higher sales volumes for business jets and a strong order book for our Genesys programs increased sales $14 million. Within our commercial aftermarket programs, higher amounts of spares and repair volume increased sales $7 million for the A350 program.

Partially offsetting the commercial sales increase was a sales decline of $10 million in military aftermarket spread across most programs, as we benefited from a strong quarter a year ago. Additionally, sales for military OEM programs decreased $6 million. Lower volume on funded development programs and lower deliveries across our legacy programs were partially offset by a $7 million increase in the F-35 program.

The sales increases in the first quarterhalf of 20182023 compared to the first half of 2022 were largely due to the same factors as the second quarter. The continued recovery of the commercial market increased OEM program sales by $46 million and aftermarket sales by $27 million. Within our military programs, sales decreased across both our OEM and aftermarket programs due mostly to the same factors as the second quarter.

Operating margin increased in the second quarter of 2017, but were2023 compared to the same period of 2022. The second quarter of 2023 included a $1 million impairment charge, whereas the second quarter of 2022 included $15 million of impairment and $4 million of restructuring expenses. Excluding these charges, adjusted operating margin in the second quarter of 2023 was 9.5% compared to 10.0% in the second quarter of 2022. The resulting decrease in adjusted operating margin was due to an unfavorable sales mix from higher amounts of commercial OEM sales, partially offset by military aircraft sales declines.lower research and development expenses.
Commercial OEM and commercial aftermarket sales each increased $7 million in the first quarter of 2018 compared to the first quarter of 2017. OEM sales for the Airbus A350 increased $5 million due to the program's production volume ramp up, while aftermarket sales for the A350 increased $4 million due to higher initial provisioning. Additionally, aftermarket sales for legacy Boeing programs increased $4 million due to higher repair activity.
Military aftermarket sales declined $5 million in the first quarter of 2018 compared to the first quarter of 2017 due primarily to production delays on the V-22 program. Military OEM sales were relatively flat, as higher foreign military sales were mostly offset by lower F-35 sales. In the first quarter of 2017, F-35 sales were high due to a production increase ahead of an upcoming milestone delivery.
Operating margin increased in the first quarterhalf of 20182023 compared to the first half of 2022. Adjustments in the first half of 2023 consisted of the second quarter charges, whereas the first half of 2017. Research2022 included a $16 million gain associated with a divested business. Excluding this gain and the charges in the second quarter, the adjusted operating margin in the first half of 2023 was 9.5% and 9.3% in the first half of 2022. The resulting slight increase in adjusted operating margin in the first half of 2023 compared to the same period of 2022 is due to incremental sales volumes and $4 million of lower research and development expenses decreased $4 million, as we had lower activity on our majorexpenses. Partially offsetting these benefits was the unfavorable sales mix due to higher levels of commercial OEM programs. Additionally, operating profit benefited from higher amounts of foreign military sales.
The decrease of twelve-month backlog for Aircraft Controls at December 30, 2017 compared to December 31, 2016 is primarily due to the timing of orders for the F-35.




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Space and Defense Controls
Three Months EndedSix Months Ended
(dollars in millions)April 1, 2023April 2, 2022$  Variance%  VarianceApril 1, 2023April 2, 2022$  Variance%  Variance
Net sales$246 $223 $23 10 %$464 $431 $32 8 %
Operating profit$28 $24 $3 14 %$48 $45 $2 5 %
Operating margin11.2 %10.8 %10.3 %10.5 %
 Three Months Ended
(dollars in millions)December 30, 2017December 31, 2016$  Variance%  Variance
Net sales$133
$123
$11
9%
Operating profit$16
$9
$7
79%
Operating margin12.2%7.4%  
Backlog$411
$365
$46
13%
Space and Defense Controls' net sales increased in the second quarter and in the first half of 2023 compared to the second quarter and first half of 2022 primarily driven by growth in both of our markets.
In the first quarter of 2023, we shifted a product line from our defense market into our space market. Excluding this product shift, the increase in our space market sales in the second quarter of 2023 compared to the second quarter of 2022 was $18 million. This increase is primarily due to accelerated activity on satellite avionics and components programs, as well as growth on our space vehicle programs. Within our defense marketsmarket, the sales increase was $5 million. The production ramp of our RIwP turret program, which hit full-rate production levels in the first quarter of 2018 compared to the same period of 2017.2023, increased sales $11 million. Partially offsetting the defense sales growthincrease was a decline$5 million decrease due to the absence of $6 million due to lostprior year sales associatedrelated to our security business that we divested in the 2017 divestituresfourth quarter of non-core businesses.2022.
Sales in our defense market increased $9 millionThe sales increases in the first quarterhalf of 20182023 compared to the first quarterhalf of 2017. Spares sales2022 were largely due to the same factors as the second quarter. The strong demand for controls for domestic and European defense vehicles increased $6 million, and sales for defense components increased $4 million. Sales in our space market increased $2 million in the first quarter of 2018 compared to the first quarter of 2017. New satellite avionics programs and new launch vehicle programs increased sales by $7 million, butour RIwP turret program were partially offset by the lostabsence of sales associated with the divestitures.from our divested security business.
Operating margin increased in the firstsecond quarter of 20182023 compared to the firstsecond quarter of 2017 due2022. The second quarter of 2023 included $1 million of restructuring and impairment charges, while the second quarter of 2022 included $2 million of restructuring charges. Excluding these charges, adjusted operating margin for the second quarter of 2023 was 11.7% compared to 11.6% in the absencesecond quarter of last year's losses associated with selling2022. The benefit of higher sales and improvements in the core business were mostly offset by close to 300 basis points of development charges on our European space businesses. Operating margin excluding the losses would have been 14.7%vehicle programs.
Excluding $2 million of restructuring and impairment charges in the first quarterhalf of 2017, reflecting a more favorable sales mix2023, adjusted operating margin was 10.6%. Excluding $3 million of restructuring and inventory write-down charges in the first half of 2022, adjusted operating margin was 11.3%. The resulting decline in adjusted operating margin is primarily due to cost growth on our defense markets.
Twelve-month backlog for Space and Defense Controls at December 30, 2017 compared to December 31, 2016 increased as growth in satellite avionics and launch vehicles wasspace vehicle development programs, partially offset by completing defense controls programs.the incremental margin from higher sales and improved operational performance.



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Industrial Systems
Three Months EndedThree Months EndedSix Months Ended
(dollars in millions)December 30, 2017December 31, 2016$  Variance%  Variance(dollars in millions)April 1, 2023April 2, 2022$  Variance%  VarianceApril 1, 2023April 2, 2022$  Variance%  Variance
Net sales$216
$199
$17
9%Net sales$244 $236 $8 3 %$476 $449 $27 6 %
Operating profit$19
$20
$(1)(5%)Operating profit$24 $21 $4 18 %$61 $38 $23 61 %
Operating margin8.9%10.2%  Operating margin10.0 %8.8 %12.8 %8.4 %
Backlog$272
$216
$55
25%
Industrial Systems' net sales increased across our four marketsin the second quarter and in the first quarterhalf of 20182023 compared to the second quarter and the first quarterhalf of 2017. Stronger2022, primarily due to general market recoveries. Weaker foreign currencies, primarily the Euro relative to the U.S. Dollar, increaseddecreased sales $7 million and $18 million, respectively. Also, sales decreased $3 million and $6 million, respectively, due to the absence of prior year sales associated with our sonar business that we divested in the fourth quarter of 2022. Excluding the impacts of weaker foreign currencies and the recent acquisitiondivested sales, the resulting sales increases in the second quarter and first half of Rotary Transfer Systems also2023 were 8% and 12%, respectively.
In the second quarter of 2023 compared to the second quarter of 2022, sales increased sales $6$15 million primarily in our industrial automation market.
Excludingmarket, driven by higher demand for industrial components and for our core industrial products. Partially offsetting the currency effects onincrease was a $5 million sales in the first quarter of 2018 compared to the first quarter of 2017, sales increaseddecline in our simulation and test market due to the timing for various programs within this market.
In the first half of shipments2023 compared to the same period of 2022, sales increased across our auto test and entertainment applications.markets due to recovering demand. Sales also increased $24 million for our industrial automation programs, $5 million in our medical market due to higher sales volumes for IV pumps and sets as well as medical components. In addition, shipments for energy exploration products increased for on-shore drilling applications.
Operating margin decreased in the first quarter of 2018 compared to the first quarter of 2017. We had higher operating expenses, including increased investments in research and development and selling, whose increases offset the incremental margin from the higher sales volume.
The higher level of twelve-month backlog in Industrial Systems at December 31, 2017 compared to December 31, 2016 is mostly due to higher orders$1 million in our simulation and test market. Additionally, sales increased $3 million in our energy market excluding the lost sales associated with our divested business.

Operating margin increased in the second quarter of 2023 compared to the second quarter of 2022. The second quarter of 2023 included $1 million of restructuring and other adjustments, while the second quarter of 2022 included a total of $4 million of impairment and restructuring charges. Excluding these items, adjusted operating margin for the second quarter of 2023 was 10.4% compared to 10.5% in the second quarter of 2022. Charges related to operations across various programs decreased margins. However, these were mostly offset by incremental margin from higher sales.





Operating margin in the first half of 2023 included a $10 million gain related to the sales of three buildings as we consolidated operations. Excluding this gain and the other charges in the second quarter, adjusted operating margin in the first half of 2023 was 11.3%. Adjusted operating margin in the first half of 2022 was 9.3% after excluding $4 million of similar charges. The resulting increase in adjusted operating margin was driven by the incremental margin from higher sales volumes.
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CONSOLIDATED AND SEGMENT OUTLOOK       
        
       2018 vs. 2017
(dollars in millions)2018 2017 $  Variance %  Variance  
Net sales:       
Aircraft Controls$1,175
 $1,125
 $50
 4%
Space and Defense Controls547
 529
 18
 3%
Industrial Systems894
 843
 51
 6%
 $2,617
 $2,498
 $119
 5%
Operating profit:       
Aircraft Controls$125
 $114
 $11
 9%
Space and Defense Controls63
 49
 14
 30%
Industrial Systems100
 88
 13
 14%
 $288
 $250
 $38
 15%
Operating margin:       
Aircraft Controls10.6% 10.1%    
Space and Defense Controls11.5% 9.2%    
Industrial Systems11.2% 10.4%    
 11.0% 10.0%    
CONSOLIDATED SEGMENT OUTLOOK
2018 Outlook
    2023 vs. 2022
(dollars in millions, except per share data)2023 Outlook2022$  Variance %  Variance  
Net sales:
Aircraft Controls$1,330 $1,256 $74 6 %
Space and Defense Controls920 872 48 5 %
Industrial Systems940 907 33 4 %
$3,190 $3,036 $154 5 %
Operating profit:
Aircraft Controls$136 $124 $12 10 %
Space and Defense Controls106 87 19 21 %
Industrial Systems113 72 40 56 %
$354 $283 $71 25 %
Operating margin:
Aircraft Controls10.2 %9.8 %


Space and Defense Controls11.5 %10.0 %


Industrial Systems12.0 %8.0 %


11.1 %9.3 %

Net earnings$186 $155 
Diluted earnings per share$5.81 $4.83 
Total Company – We expect that all three segments will contribute to higher sales in 2018,2023, driven primarily by both the continued recoveries in commercial aircraft and industrial automationmarkets, as well as higher demand for space and defense programs. Excluding the lost sales associated with our divestitures in Industrial Systems2022, and military OEMthe weaker foreign currencies through the first half of 2023, we expect our sales for the F-35 program in Aircraft Controls.growth to be 7%. We expect 2018 operating margin will increase due to the absenceincremental sales volumes, combined with lower amounts of 2017's losses associated with divesting non-core businesses, as well as incremental margin from higher sales. However,charges related to restructuring and impairments. Excluding these charges, we expect thatadjusted operating margin will increase to 11.0%, from an adjusted operating margin in 2022 of 10.2%. Net earnings in 2023 are expected to benefit from the impact of the Tax Cuts and Jobs Act will result in an unusually high effective tax rate of 42% in 2018. This will result in a 12% decrease in net earnings attributableincremental operating margin, which we expect to common shareholdersbe partially offset by higher interest expense due to $124 million, andhigher interest rates. We expect adjusted diluted earnings per share will range between $3.23$5.50 and $3.63$5.90, with a midpoint of $3.43. Excluding all$5.70. Management believes that the adjusted outlook may be useful in evaluating the financial condition and results of operations of the impacts due to the Act,Company.

Aircraft Controls– In 2023, we expect an effective tax rate of 31%, net earnings attributable to common shareholders of $148 million and diluted earnings per share will range between $3.90 and $4.30, with a midpoint of $4.10, an increase of 5% compared to 2017.
2018 Outlook for Aircraft Controls – We expect 2018anticipate sales in Aircraft Controls will increase primarily due to the continued ramp ups of the F-35 program and the Airbus A350 program. Partially offsetting the increases is an expected sales decline of legacy Boeing OEM programs. We expect 2018 operating margin will increase compared to 2017. We expect that research and development costs will decrease $6 million and that we will continue to realize the benefits of cost saving activities. However, we expect a negative sales mix, as sales on our mature commercial programs are replaced with sales growth on newer commercial programs.
2018 Outlook for Space and Defense Controls – We expect 2018 sales in Space and Defense Controls will increase due to sales growth from launch vehicles and satellite programs. Also, within our defense market, we expect higher missile systems and security sales will offset a decline in defense controls sales. We expect 2018 operating margin will increase, as the losses associated with divesting non-core businesses do not repeat.
2018 Outlook for Industrial Systems – We expect 2018 sales in Industrial Systems to increase across all of our major markets, lead primarily by growthcommercial OEM programs as the commercial aircraft market recovers and as our customers match the increasing air travel demand with increased orders. However, in our industrial automation products.military programs, we anticipate a sales decrease primarily driven by our military aftermarket programs. We expect 2018operating margin in 2023 will increase slightly due to improved factory utilization from the higher sales volume, mostly offset by an unfavorable sales mix.

Space and Defense Controls – In 2023, we anticipate sales increases in our space programs from the higher activity on integrated space vehicle programs and for our satellite programs. Excluding the impact of lost sales associated with our divested security business, we expect sales increases across our defense programs, primarily driven by the continued production ramp of our RIwP program. We expect operating margin will increase as we benefitin 2023 resulting from the incremental margin onfrom higher sales volumes.volume and from the absence of charges from our security business sale. Partially offsetting the increases are the charges associated with our space vehicle programs in the first half of 2023.



Industrial Systems – In 2023, we anticipate sales increases across our markets due to recovering demand and our growing backlog. We expect operating margin will increase in 2023 resulting from the gain associated with the sale of buildings and due to lower amounts of charges related to impairments and restructuring. Excluding these charges, we expect adjusted operating margin to increase due to the incremental margin from higher sales volume, and from the benefits of our portfolio shaping and pricing activities.
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LIQUIDITY AND CAPITAL RESOURCES
FINANCIAL CONDITION AND LIQUIDITYConsolidated Statement of Cash Flows
 Three Months Ended
(dollars in millions)December 30,
2017		December 31,
2016		$ Variance% Variance
Net cash provided (used) by:    
Operating activities$44
$51
$(6)(13%)
Investing activities(22)(16)(6)37%
Financing activities(1)(13)12
(95%)
Our available borrowing capacity and our cash flow from operations provide us with the financial resources needed to run our operations, reinvest in our business and make strategic acquisitions.
At December 30, 2017, our cash balances were $395 million, which is primarily held outside of the U.S. Cash flow from our U.S. operations, together with borrowings on our credit facility, fund on-going activities, debt service requirements and future growth investments. Due to provisions in the Tax Cuts and Jobs Act, we plan to repatriate substantial amounts of our existing offshore cash and future earnings back to the U.S.
Six Months Ended
(dollars in millions)April 1,
2023		April 2,
2022		$ Variance
Net cash provided (used) by:
Operating activities$(33)$180 $(213)
Investing activities(74)(48)(26)
Financing activities92 (110)202 
Operating activities
Net cash providedwas used by operating activities decreased in the first quarterhalf of 20182023 compared to providing cash in the same periodfirst half of 2017. Operationally, increases in inventory, primarily in Aircraft Controls and Industrial Systems,2022. Inventory used $29$79 million more in cash and the unfavorable timing of payments acrossas all of our segments experienced supply chain constraints preventing the release of products. We continue to strategically purchase materials ahead of requirements to reduce the risk of shipment delays. Accounts receivable used $21 million. These uses were principally offset by strong$72 million more cash, collectionsas last year included a $100 million benefit from accounts receivable andthe RPA program. Additionally, customer advances generated $43 million less cash due to the work-down of defense program milestones, primarily in our Space and Defense Controls and Aircraft Controls.segment.
We expect cash from operations in 2023 to be $165 million, a decrease compared to 2022, primarily due to the impact of the RPA transactions in the previous year.
Investing activities
Net cash used by investing activities in the first quarterhalf of 20182023 included $21$90 million forof capital expenditures, while netincluding 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.
Net cash used by investing activities in 2017the first half of 2022 included $15$74 million for capital expenditures. Also, the first half of 2022 included $12 million for the acquisition of TEAM Accessories. These cash outflows were partially offset by the proceeds from the sale of a business.
We expect our 2018 capital expenditures in 2023 to be approximately $95$165 million, dueas we continue to invest in facilities investments supporting the increased production of the F-35 program, as well as engine propulsion testing.and infrastructure to support future growth and operational improvements.
Financing activities
CashNet 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.
Net cash used by financing activities in the first quartershalf of 2018 and 2017 both include2022 included $72 million of net payments on our credit facility.facilities. Additionally, financing activities in the first half of 2022 included $17 million of share repurchases and $16 million of cash dividends.
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 results of operations or financial condition.
Contractual Obligations and Commercial Commitments
Our contractual obligations and commercial commitments have not changed materially from the disclosures in our 2017 Annual Report on Form 10-K, with the exception of tax payments required as a result of the Tax Cuts and Jobs Act of 2017 and accelerated pension contributions into our 2017 pension plan year. See Notes 10 and 12 of the Consolidated Condensed Financial Statements included in Item 1, Financial Statements of this report for the impact.


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General
CAPITAL STRUCTURE AND RESOURCESCash 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 April 1, 2023, our cash balances were $110 million, which includes $99 million held outside of the U.S. by foreign operations. We maintainregularly 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, includingrequirements. We continuously evaluate various forms of financing to improve our liquidity and position ourselves for acquisitions. Fromfuture opportunities, which from time to time, we also sellmay 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 June 28, 2021. The U.S. revolving credit facilityOctober 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 $200$400 million to the credit facility upon satisfaction of certain conditions. The U.S. revolving credit facility had an outstanding balance of $535 million at December 30, 2017. The weighted-average interest rate on allthe majority of the outstanding credit facility borrowings was 2.89%6.08% and is principally based on LIBORSOFR plus the applicable margin, which was 1.38%1.60% at December 30, 2017. The credit facility is secured by substantially all of our U.S. assets.April 1, 2023.
The U.S. revolving credit facility contains various covenants. The covenantminimum for minimumthe interest coverage ratio, defined as the ratio of EBITDA to interest expense for the most recent four quarters, is 3.0. The covenantmaximum for the maximum leverage ratio, defined as the ratio of net debt including letters of credit, to EBITDA for the most recent four quarters, is 3.5. We are in compliance with all covenants.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.
We are generally not required to obtain the consent of lenders of the U.S.The SECT has a revolving credit facility before raising significant additional debt financing; however, certain limitationswith a borrowing capacity of $35 million, maturing on July 26, 2024. Interest was 6.88% as of April 1, 2023 and conditions may apply that would require consent to be obtained. In recent years, 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.
At December 30, 2017, we had $529 millionis based on LIBOR plus a margin of unused capacity, including $516 million from the U.S. revolving credit facility after considering standby letters of credit.2.13%.
We have $300$500 million aggregate principal amount of 5.25%4.25% senior notes due December 1, 202215, 2027 with interest paid semiannually on June 115 and December 115 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 have a trade receivables securitization facility (the "Securitization Program"),Our Receivables Purchase Agreement, which was extended on October 23, 2017 and now matures on October 23, 2019. The Securitization Program providesNovember 4, 2024, allows the Receivables Subsidiary to sell receivables to the Purchasers in amounts up to $130a $100 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 5.76% as of April 1, 2023.
At April 1, 2023, we had $663 million of borrowingunused capacity, and lowers our cost to borrow funds as compared toincluding $645 million from the U.S. revolving credit facility. Under the Securitization Program, we sell certain trade receivables and related rightsfacility after considering standby letters of credit. Our leverage ratio covenant limits our ability to an affiliate, which in turn sells an undivided variable percentage ownership interest in the trade receivables to a financial institution, while maintaining a subordinated interest in a portion of the pool of trade receivables. We had an outstanding balance of $130 million at December 30, 2017. The Securitization Program has a minimum borrowing requirement, which was $104 million at December 30, 2017. Interest on the secured borrowings under the Securitization Program was 2.39% at December 30, 2017 and is based on 30-day LIBOR plus an applicable margin.
Net debt to capitalization was 32% at December 30, 2017 and 33% at September 30, 2017. The decrease inincrease net debt to capitalization is primarily due to positive cash flow.by $591 million as of April 1, 2023.
We are in compliance with all covenants under each of our financing arrangements.


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See Note 10 – Indebtedness, of Part I, Item 1, Financial Information of this report for additional details.
Dividends and Common Stock
We believe thatwe 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 hand, cash flows from operationsour Class A and available borrowings under shortClass B common stock and long-term arrangements willexpect to continue to be sufficient to meet our operating needs.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 has authorized a share repurchase program. This program has been amended from time to time to authorize additionalthat permits repurchases that includesfor both Class A and Class B common shares,stock, and allowsallows us to buy up to an aggregate 133 million common shares. UnderThere are approximately 2.2 million common shares remaining under this program,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 purchased approximately 9.7 million sharesany 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 $650 million asthe year ended October 1, 2022. See Note 7 - Leases, Note 10 - Indebtedness, Note 15 - Employee Benefit Plans and Note 22 - Commitments and Contingencies, of December 30, 2017.


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 businesses are facing varying levels of supply chain pressures from the residual impacts of the COVID-19 pandemic.
Our aerospace and defense marketsbusinesses represented 70% of our 2022 sales. Within the defense market, our programs are directly affected by market conditions and program funding levels, whilewhich has recently increased. Our commercial aircraft market, which represented less than 18% of our 2022 sales, is still recovering from the initial, dramatic, reductions in air travel at the onset of the COVID-19 pandemic. While domestic travel has recovered, global international travel remains below pre-pandemic levels.
Within our industrial markets, which represented 30% of our 2022 sales, our programs benefited from increased order demand within industrial automation, simulation and test and energy markets. However, as customer demand increases, across these markets, we are influenced by general capital investment trends and economic conditions. now experiencing supply chain pressures.

A common factor throughout our markets is the continuing demand for technologically advanced products.
Aerospace and Defense
Approximately two-thirds of our 2017 sales were generated in aerospace and defense markets. 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 hypersonic missiles, and we strive to embed our technologies within these high-performance military programs of the future. Aircraft production programs are typically long-term in nature, offering predictability as topredictable capacity needs and future revenues. We maintain positions on numerous high priority programs, including the Lockheed Martin F-35 Joint Strike Fighter, FA-18E/F Super HornetLightning II and V-22 Osprey. 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. OurAt times when there are perceived threats to national security, and surveillance product line is dependent on government funding at federal and local levels, as well as private sector demand.
Reductions in the U.S. Department of Defense's mandatory and discretionary budgeted spending, which became effective on March 1, 2013, resulting from the Budget Control Act of 2011, has had ramifications for the domestic aerospace and defense market. As originally passed, the Budget Control Act provided that, in addition to an initial significant reduction in future domestic defense spending further automatic cuts tocan increase; at other times, defense spending authorization (which is generally referred to as sequestration) of approximately $500 billion through the Federal Government's 2021 fiscal year would be triggered by the failure of Congress to produce a deficit reduction bill. The sequestration spending cuts were intended to be uniform by category for programs, projects and activities within accounts. The Bipartisan Budget Act of 2013 and the Bipartisan Budget Act of 2015 provided stability and modest growth in Department of Defense spending through 2017. However, future budgets beyond 2017 are uncertain with respect to the overallcan decrease. Future levels of defense spending. Currently, we expect approximately $720 million of U.S. defense salesspending have increased in 2018.the near-term given the current global tensions, and are subject to presidential and congressional approval.

The commercial OEM aircraft market is dependenthas depended on a number of factors, including both the last decade's increasing global demand for air travel which generally follows underlying economic growth. As such,and increasing fuel prices. Both factors contributed to the commercial aircraft market has historically exhibited cyclical swings which tend to track the overall economy. In recent years, the development ofdemand for new, more fuel-efficient commercial air transports has helped drive increased demand in the commercial aircraft market, as airlines replace older, less fuel-efficient aircraft with newer models in an effortlower operating costs that led to reduce operating costs. large production backlogs for Boeing and Airbus. While domestic air travel has recovered from the impact of the COVID-19 pandemic, international travel utilizing wide-body aircraft continues to be a longer recovery period. We believe Boeing and Airbus will continue to directionally match their wide-body aircraft production rates with the post-pandemic air traffic volumes, which affects our demand for our flight control systems.

The commercial aftermarket is driven by usage and the age of the existing aircraft fleet and the age of the installed fleet, and is impacted by fleet re-sizing programs for passenger and cargo aircraft. Changes in aircraft, utilization rates affectwhich drives the need for maintenance and spare parts impacting aftermarket sales. Boeing and Airbusrepairs. While there were initial dramatic reductions in flight hours at the onset of the COVID-19 pandemic, we have historically adjusted productionseen a recovery in line with air traffic volume. Demandthe demand volume for our maintenance services and spare parts.

The space market is comprised of four customer markets: the civil market, the U.S. Department of Defense market, the commercial aircraft productsspace market and the new space market. The civil market, namely NASA, is in large part dependentdriven 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 hypersonic defense technologies. Levels of U.S. defense spending could increase as there is growing emphasis on new aircraft production, which is increasingspace as Boeing and Airbus work to fulfill large backlogsthe next frontier of unfilled orders.
potential future conflicts. The commercial space market is comprised of large satellite customers, which traditionally sell to communications companies. Trends for this market, as well as for commercial launch vehicles, follow demand for increased capacity. This, in turn tends to track with underlying demand for increased consumption of telecommunication services, satellite replacementreplacements and global navigation needs. The new space market is also partially dependent ondriven by investments to increase the governmental-authorized levels of funding for satellite communications, as well as investment for commercialspeed and exploration activities.


access to space through smaller satellites at reduced cost.
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Industrial
Approximately one-third of our 2017 sales were generated in industrial markets. Within industrial, we serve threetwo end markets: industrial and medical.The industrial market consists of industrial automation products, simulation and test products and energy generation and medical.exploration products. The medical market consists of medical devices and medical components products.
The industrial automation market we serve with our industrial automation products is influenced by several factors including capital investment levels, the pace of product innovation, economic growth,conditions, cost-reduction efforts, technology upgrades and technology upgrades. We experiencethe subsequent effects of the COVID-19 pandemic. As our industrial market continues to recover, ongoing supply chain constraints continue to impact our operations, as will potential future economic recessions.

Our simulation and test products operate in markets that were largely affected by the same factors and investment challenges stemming from the need to react toCOVID-19 pandemic. However, we have seen stronger order demand for flight simulation systems as the demands of our customers, who areairline training market recovers.

Our energy generation and exploration products operate in large part sensitive to international and domestic economic conditions.
The energya market we servethat is affectedinfluenced by changing oil and natural gas prices, global urbanization and the resulting change in supply and demand for global energy and the political climate and corresponding public support for investments in renewable energy generation capacity.energy. Historically, drivers for global growth include investments in power generation infrastructure including renewable energy, and exploration in search of new oil and gas resources. However,Recently, we have seen oil prices rise above pre-pandemic levels due, in part, to global disruptions; but future energy crises could increase the significant decline in the price of crude oil has reduced investment in exploration activities. This reduced investment has directly affected our energy business. Currently, we expect approximately $34 million of oil exploration-related sales in 2018, down from approximately $100 million in 2014.market's uncertainty.

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. AdvancesWhen the COVID-19 pandemic altered the way hospitals provided care by asking non-critical patients to recuperate at home, our medical devices products saw an increase in medical technology and medical treatmentsorders. This surge in demand has waned, as our customers have had the effect of extending average life spans, in turn resulting in greater need for medical services. These same technology and treatment advances also drive increased demand from the general population as a means to improve quality of life. Access to medical insurance, whether through government funded health care plans or private insurance, also affects the demand for medical services.resized their inventory levels.
Foreign Currencies
We are affected by the movement of foreign currencies compared to the U.S. dollar, particularly in Aircraft Controls and Industrial Systems. About one-quarterone-fifth of our 20172022 sales were denominated in foreign currencies. During the first threesix months of 2018,2023, average foreign currency rates generally strengthenedweakened against the U.S. dollar compared to 2017.2022. The translation of the results of our foreign subsidiaries into U.S. dollars increaseddecreased sales by $8$26 million compared to the same period one year ago.





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Cautionary Statement
Information included or incorporated by reference in this report that does not consist of historical facts, including statements accompanied by or containing words such as “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume” and “assume,” are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not 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. These importantIn evaluating these forward-looking statements, you should carefully consider the factors set forth below.
Although it is not possible to create a comprehensive list of all factors that may cause 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 include:that arise from time to time are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the SEC and include the following:
theSTRATEGIC RISKS
▪ We operate in highly competitive markets with competitors who may have greater resources than we possess;
▪ Our research and development and innovation efforts are substantial and may not be successful, which could reduce our sales and earnings;
▪ If we are unable to adequately enforce and protect our intellectual property or defend against assertions of infringement, our business and our ability to compete could be harmed; and
▪ Our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or as we conduct divestitures.

MARKET CONDITION RISKS
▪ The markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate;
we operate in highly competitive markets with competitors who may have greater resources than we possess;
we▪ We depend heavily on government contracts that may not be fully funded or may be terminated, and the failure to receive funding or the termination of one or more of these contracts could reduce our sales and increase our costs;
we make estimates▪ The loss of The Boeing Company or Lockheed Martin as a customer or a significant reduction in accounting for long-term contracts,sales to either company could adversely impact our operating results; and changes in these estimates may have significant impacts on our earnings;
we enter into fixed-price contracts, which could subject us to losses if we have cost overruns;
we▪ We may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects;prospects.
if
OPERATIONAL RISKS
▪ A reduced supply, as well as inflated prices, across various raw materials and third-party provided components and sub-assemblies within our supply chain could have a material impact on our ability to manufacture and ship our products, in addition to adversely impacting our operating profit and balance sheet;
▪ We face various risks related to health pandemics, such as the COVID-19 pandemic, which have had material adverse consequences on our operations, financial position, cash flows, and those of our customers and suppliers;
▪ If our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted;
contracting on government programs is subject▪ We face, and may continue to significant regulation, including rulesface, risks related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment;
the loss of The Boeing Company as a customer or a significant reduction in sales to The Boeing Company could adversely impact our operating results;
our new product research and development efforts may not be successful which could reduce our sales and earnings;
our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete;
our business operations may be adversely affected by information systems interruptions, intrusions or new software implementations;
our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility;
significant changes in discount rates, rates of return on pension assets, mortality tables and other factors couldimplementations, which may adversely affect our earningsbusiness operations;
▪ We may not be able to prevent, or timely detect, issues with our products and equity and increase our pension funding requirements;
a write-off of all or part of our goodwill or other intangible assets couldmanufacturing processes, which may adversely affect our operating resultsoperations and net worth;our earnings; and
our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or if we engage in divesting activities;
our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments;
unforeseen exposure to additional income tax liabilities may affect our operating results;
government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;
governmental regulations and customer demands related to conflict minerals may adversely impact our operating results;
the▪ The failure or misuse of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages;damages.
future terror attacks, war, natural disasters



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FINANCIAL RISKS
▪ We make estimates in accounting for over-time contracts, and changes in these estimates may have significant impacts on our earnings;
▪ We enter into fixed-price contracts, which could subject us to losses if we have cost overruns;
▪ Our indebtedness and restrictive covenants under our credit facilities and indenture governing our senior notes could limit our operational and financial flexibility;
▪ Significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity and increase our pension funding requirements;
▪ A write-off of all or part of our goodwill or other catastrophic events beyondintangible assets could adversely affect our controloperating results and net worth; and
▪ Unforeseen exposure to additional income tax liabilities may affect our operating results.

LEGAL AND COMPLIANCE RISKS
▪ Contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting standards, and any false claims or non-compliance could negativelysubject us to fines, penalties or possible debarment;
▪ Our operations in foreign countries expose us to currency, political and trade risks and adverse changes in local legal and regulatory environments could impact our results of operations;
▪ Government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;
our▪ We are involved in various legal proceedings, the outcome of which may be unfavorable to us;
▪ Our operations are subject to environmental laws and complying with those laws may cause us to incur significant costs; and
▪ We may face reputational, regulatory or financial risks from a perceived, or an actual, failure to achieve our sustainability goals.

GENERAL RISKS
▪ Future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business; and
▪ Our performance could suffer if we are involved in various legal proceedings,cannot maintain our culture as well as attract, retain and engage our employees.

While we believe we have identified and discussed above the outcome of whichmaterial risks affecting our business, there may be unfavorable to us.


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These factors are not exhaustive. Newadditional factors, risks and uncertainties may emerge from timenot currently known to timeus or that we currently consider immaterial that may affect the forward-looking statements made herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. WeAny forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to update theany forward-looking statementsstatement made in this report.report, except as required by 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, 2017October 1, 2022 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 the end of the period covered by this report, to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
(b)Changes in Internal Control over Financial Reporting. There have been no changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


(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 April 1, 2023 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 October 1, 2022 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 December 30, 2017.
(c)The following table summarizes our purchases of our common stock for the quarter ended April 1, 2023.
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)
January 1, 2023 - January 28, 202392,322 $87.13 — 2,198,081 
January 29, 2023 - February 25, 202328,745 97.79 — 2,198,081 
February 26, 2023 - April 1, 202323,421 100.30 — 2,198,081 
Total144,488 $91.39 — 2,198,081 
(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: 15,297 shares at $88.06 in January; 20,558 shares at $97.03 in February and 21,228 shares at $100.21 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 272 Class A shares at $91.56 and 13 Class B shares at $85.23. In February, we accepted delivery of 1,316 Class A shares at $100.16 and 2,359 Class B shares at $98.29. In March, we accepted delivery of 1,089 Class A shares at $102.00. In connection with the issuance of equity-based awards, we purchased 76,740 Class B shares at $86.93 per share from the SECT in January, 4,512 Class B shares at $100.32 in February and 1,104 Class B shares at $100.47 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.


46

Period (a) Total
Number of
Shares
Purchased (1)(2)		 (b) Average
Price Paid
Per Share		 (c) Total number
of Shares
Purchased as
Part of Publicly
Announced  Plans
or Programs (3)		 (d) Maximum
Number  (or  Approx.
Dollar Value) of
Shares that May
Yet Be Purchased
Under Plans or
Programs (3)
October 1, 2017 - October 31, 2017 19,459
 $87.15
 —
 3,349,819
November 1, 2017 - November 30, 2017 54,388
 83.17
 —
 3,349,819
December 1, 2017 - December 30, 2017 3,850
 87.68
 —
 3,349,819
Total 77,697
 $84.39
 —
 3,349,819
(1)Reflects purchases by the Moog Inc. Stock Employee Compensation Trust Agreement ("SECT") of shares of Class B common stock from the Moog Inc. Retirement Savings Plan ("RSP") at average prices as follows: 17,494 shares at $87.00 per share during October; and 27,168 shares at $84.69 per share during November.

(2)In connection with the exercise of equity-based compensation awards, we accept delivery of shares to pay for the exercise price and withhold shares for tax withholding obligations. In October, we accepted delivery of 1,965 shares at $88.49 per share, in November, we accepted delivery of 27,220 shares at $81.65 per share and in December, we accepted delivery of 3,850 shares at $87.68 per share, in connection with the exercise of equity-based awards.

(3)The Board of Directors has authorized a share repurchase program. This program has been amended from time to time to authorize additional repurchases up to an aggregate 13 million common shares. The program permits the purchase of shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management.






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Item 6. Exhibits.
 (a)Exhibits
Form of Employment Termination Benefits Agreement between Moog Inc. and Employee-Officers.
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.
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.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101Interactive Date files (submitted electronically herewith)
(101.INS)(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)(101.SCH)XBRL Taxonomy Extension Schema Document
(101.CAL)(101.CAL)XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF)(101.DEF)XBRL Taxonomy Extension Definition Linkbase Document
(101.LAB)(101.LAB)XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)(101.PRE)XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101.
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



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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.
Moog Inc.(Registrant)
(Registrant)
Date:April 28, 2023By/s/ Pat Roche
Date:January 26, 2018By/s/ John R. ScannellPat Roche
John R. Scannell
Chairman Chief Executive Officer
(Principal Executive Officer)



Date:January 26, 2018By/s/ Donald R. Fishback
Date:April 28, 2023ByDonald R. Fishback/s/ Jennifer Walter
Jennifer Walter
Vice President
and Chief Financial Officer
(Principal Financial Officer)



Date:January 26, 2018By/s/ Jennifer Walter
Date:April 28, 2023ByJennifer Walter/s/ Michael J. Swope
Vice President - Finance
Michael J. Swope
Controller (Principal Accounting Officer)































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