|
|
|
|
|
|
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
|
Note 1 - Summary of Significant Accounting Policies
Consolidation: The consolidated financial statements include the accounts of Moog Inc. and all of our U.S. and foreign subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Fiscal Year: Our fiscal year ends on the Saturday that is closest to September 30. The consolidated financial statements include 52 weeks for the years ended September 28, 2019, September 29, 2018 and September 30, 2017.
Operating Cycle: Consistent with industry practice, aerospace and defense related inventories, unbilled recoverable costs and profits on over-time contract receivables, customer advances, warranties and contract reserves include amounts relating to contracts having long production and procurement cycles, portions of which are not expected to be realized or settled within one year.
Foreign Currency Translation: Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are translated using rates of exchange as of the balance sheet date and the statements of earnings are translated at the average rates of exchange for each reporting period.
Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
Revenue Recognition: We recognize revenue from contracts with customers using an over-time, cost-to-cost method of accounting or at the point in time that control transfers to the customer. For additional discussion on revenue recognition, see Note 2, Revenue from Contracts with Customers.
Shipping and Handling Costs: Shipping and handling costs are included in cost of sales.
Research and Development: Research and development costs are expensed as incurred and include salaries, benefits, consulting, material costs and depreciation.
Bid and Proposal Costs: Bid and proposal costs are expensed as incurred and classified as selling, general and administrative expenses.
Equity-Based Compensation: Our equity-based compensation plans allow for various types of equity-based incentive awards. The types and mix of these incentive awards are evaluated on an on-going basis and may vary based on our overall strategy regarding compensation. Equity-based compensation expense is based on awards that are ultimately expected to vest over the requisite services periods and are based on the fair value of the award measured on the grant date. Vesting requirements vary for directors, officers and key employees. In general, awards granted to officers and key employees principally vest over three years, in equal annual installments for time-based awards and in three years cliff vest for performance-based awards. We have elected to account for forfeitures when the forfeiture of the underlying awards occur. Equity-based compensation expense is included in selling, general and administrative expenses.
Cash and Cash Equivalents: All highly liquid investments with an original maturity of three months or less are considered cash equivalents.
Restricted Cash: Restricted cash principally represents funds held to satisfy supplemental retirement obligations.
Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on our assessment of the collectibility of customer accounts. The allowance is determined by considering factors such as historical experience, credit quality, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.
Inventories: Inventories are stated at the lower of cost or net realizable value with cost determined primarily on the first-in, first-out (FIFO) method of valuation.
Property, Plant and Equipment: Property, plant and equipment are stated at cost. Plant and equipment are depreciated principally using the straight-line method over the estimated useful lives of the assets, generally ranging from 15 to 40 years for buildings and improvements, 5 to 15 years for machinery and equipment and 3 to 7 years for computer equipment and software. Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful life of the asset, whichever is shorter.
Goodwill: We test goodwill for impairment at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that indicate that the fair value of a reporting unit is likely to be below its carrying amount. We also test goodwill for impairment when there is a change in reporting units.
We may elect to perform a qualitative assessment that considers economic, industry and company-specific factors for all or selected reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative test. We may also elect to perform a quantitative test instead of a qualitative assessment for any or all of our reporting units.
Quantitative testing requires a comparison of the fair value of each reporting unit to its carrying value. We typically use the discounted cash flow method to estimate the fair value of our reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates, operating margins and cash flows, the terminal growth rate and the weighted-average cost of capital. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and any loss must be measured. To determine the amount of the impairment loss, the implied fair value of goodwill is determined by assigning a fair value to all of the reporting unit's assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination at fair value. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to that excess.
There were no impairment charges recorded in 2019, 2018 or 2017.
Acquired Intangible Assets: Acquired identifiable intangible assets are recorded at cost and are amortized over their estimated useful lives.
Impairment of Long-Lived Assets: Long-lived assets, including acquired identifiable 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.
In 2019, we recorded $4,464 of impairment charges for capitalized software costs that will not be placed in service. These charges are included as other expense in the consolidated statements of earnings.
In 2018, we recorded $14,382 of impairment charges in our Industrial Systems segment. These charges relate to intangible assets and equipment that will no longer be used as a result of restructuring actions taken for the wind pitch control business we are exiting. These charges are included in restructuring in the consolidated statements of earnings.
In 2017, we recorded $1,378 of impairment charges in our Space and Defense Controls segment. These charges relate to a write down of the value of equipment that no longer met production requirements and was held for sale. These charges are included as other expense in the consolidated statements of earnings.
Product Warranties: In the ordinary course of business, we warrant our products against defect 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.
Financial Instruments: Our financial instruments consist primarily of cash and cash equivalents, receivables, notes payable, accounts payable, long-term debt, interest rate swaps and foreign currency contracts. The carrying values for our financial instruments approximate fair value with the exception at times of long-term debt. We do not hold or issue financial instruments for trading purposes.
We carry derivative instruments on the consolidated balance sheets at fair value, determined by reference to quoted market prices. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. Our use of derivative instruments is generally limited to cash flow hedges of certain interest rate risks and minimizing foreign currency exposure on foreign currency transactions, which are typically designated in hedging relationships, and intercompany balances, which are not designated as hedging instruments. Cash flows resulting from forward contracts are accounted for as hedges of identifiable transactions or events and classified in the same category as the cash flows from the items being hedged.
Reclassifications: Certain prior year amounts have been reclassified to conform to current year's presentation, which management does not consider to be material.
Refer to the following table for a summary of ASUs we adopted during 2019 and the related financial statement impact. The Statement of Earnings has been restated to reflect these changes.
Recent Accounting Pronouncements:
Recent Accounting Pronouncements Adopted
|
|
|
|
|
|
Standard
|
|
Description
|
|
Financial 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 adopted this standard using the modified retrospective method, under which prior years' results are not restated, but supplemental information is provided in our disclosures to present 2019 results before effect of the standard. In addition, a cumulative adjustment was made to shareholders' equity at the beginning of 2019. Supplemental information is provided in our disclosures to present 2019 results before effect of the standard.
|
Date adopted:
Q1 2019
|
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 adopted this standard retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the Consolidated Statement of Earnings. Supplemental information is provided in our disclosures to present 2018 and 2017 results before effect of the standard.
|
Date adopted:
Q1 2019
|
Recent Accounting Pronouncements Not Yet Adopted
|
|
|
|
|
|
Standard
|
|
Description
|
|
Financial Statement Effect or Other Significant Matters
|
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 plan to adopt the standard using the modified retrospective method without adjusting prior comparative periods. We expect to record a material right-of-use asset and lease liability on the Consolidated Balance Sheet. We have identified, and are in the process of implementing, changes to our financial statements and related disclosures, internal controls, financial policies and information technology systems. Upon adoption, we do not anticipate material changes to our Consolidated Statement of Earnings or Consolidated Statement of Cash Flows. Adoption of the standard will result in the recognition of right-of-use assets and lease liabilities for operating leases of approximately 2% of total assets.
|
Planned date of adoption:
Q1 2020
|
ASU no. 2018-15
Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
The standard amends ASC 350 to include in its scope implementation costs of a Cloud Computing Arrangement (CCA) that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. The ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.
|
|
We are currently evaluating the effect on our financial statements and related disclosures.
|
Planned date of adoption:
Q1 2021
|
ASU no. 2016-13 Measurement of Credit Losses on Financial Instruments
|
|
The standard replaces the incurred loss model with the current expected credit loss (CECL) model to estimate credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures. The CECL model requires a Company to estimate credit losses expected over the life of the financial assets based on historical experience, current conditions and reasonable and supportable forecasts. The provisions of the standard are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendment requires a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.
|
|
We are currently evaluating the effect on our financial statements and related disclosures.
|
|
Planned date of adoption:
Q1 2021
|
We consider the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had or are expected to have minimal impact on our financial statements and related disclosures.
In accordance with SEC Final Rule Release No. 33-10532, we have adopted Rule 3-04 of Regulation S-X during 2019 and have disclosed the amount of dividends per share for each class of shares for all periods presented. Refer to Note 15, Earnings per Share and Dividends.
Impact of Recent Accounting Pronouncements Adopted
On September 30, 2018, we adopted ASC 606: Revenue from Contracts with Customers and the related amendments (ASC 606), using the modified retrospective method, as described above. ASC 606 was applied to contracts that were not completed as of September 29, 2018. Prior periods have not been restated and continue to be reported under the accounting standard in effect for those periods. Previously, we recognized revenue under ASC 605: Revenue Recognition (ASC 605).
The cumulative effect from the adoption of ASC 606 as of September 30, 2018 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 29, 2018
|
|
Adjustments due to adoption of ASC 606
|
|
September 30, 2018
|
ASSETS
|
|
|
|
|
|
|
Receivables
|
|
$
|
793,911
|
|
|
$
|
89,121
|
|
|
$
|
883,032
|
|
Inventories
|
|
512,522
|
|
|
(65,991
|
)
|
|
446,531
|
|
Deferred income taxes
|
|
17,328
|
|
|
134
|
|
|
17,462
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
Contract advances
|
|
$
|
151,687
|
|
|
$
|
921
|
|
|
$
|
152,608
|
|
Other accrued liabilities
|
|
169,762
|
|
|
3,569
|
|
|
173,331
|
|
Deferred income taxes
|
|
46,477
|
|
|
3,851
|
|
|
50,328
|
|
Retained earnings
|
|
1,973,514
|
|
|
14,923
|
|
|
1,988,437
|
|
The following table represent the impact of the adoption of ASC 606 on the Consolidated Statement of Earnings for the fiscal year ended September 28, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under ASC 605
|
|
Effect of ASC 606
|
|
As Reported Under ASC 606
|
Net sales
|
|
$
|
2,877,068
|
|
|
$
|
27,595
|
|
|
$
|
2,904,663
|
|
Cost of sales
|
|
2,073,519
|
|
|
15,312
|
|
|
2,088,831
|
|
Gross profit
|
|
803,549
|
|
|
12,283
|
|
|
815,832
|
|
Earnings before income taxes
|
|
221,475
|
|
|
12,283
|
|
|
233,758
|
|
Income taxes
|
|
51,177
|
|
|
2,833
|
|
|
54,010
|
|
Net earnings
|
|
$
|
170,298
|
|
|
$
|
9,450
|
|
|
$
|
179,748
|
|
The following table represents the impact of the adoption of ASC 606 on the Consolidated Balance Sheet as of September 28, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under ASC 605
|
|
Impact of Adoption
|
|
As Reported Under ASC 606
|
ASSETS
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Receivables
|
|
$
|
839,504
|
|
|
$
|
117,783
|
|
|
$
|
957,287
|
|
Inventories
|
|
618,909
|
|
|
(83,935
|
)
|
|
534,974
|
|
Total current assets
|
|
1,595,125
|
|
|
33,848
|
|
|
1,628,973
|
|
Deferred income taxes
|
|
20,086
|
|
|
(94
|
)
|
|
19,992
|
|
Total assets
|
|
3,080,483
|
|
|
33,754
|
|
|
3,114,237
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Contract advances
|
|
$
|
137,307
|
|
|
$
|
(65
|
)
|
|
$
|
137,242
|
|
Other accrued liabilities
|
|
183,075
|
|
|
5,650
|
|
|
188,725
|
|
Total current liabilities
|
|
722,073
|
|
|
5,585
|
|
|
727,658
|
|
Deferred income taxes
|
|
36,913
|
|
|
3,615
|
|
|
40,528
|
|
Total liabilities
|
|
1,782,556
|
|
|
9,200
|
|
|
1,791,756
|
|
Shareholders’ equity
|
|
|
|
|
|
|
Retained earnings
|
|
2,108,955
|
|
|
24,373
|
|
|
2,133,328
|
|
Accumulated other comprehensive loss
|
|
(420,247
|
)
|
|
181
|
|
|
(420,066
|
)
|
Total shareholders’ equity
|
|
1,297,927
|
|
|
24,554
|
|
|
1,322,481
|
|
Total liabilities and shareholders’ equity
|
|
3,080,483
|
|
|
33,754
|
|
|
3,114,237
|
|
The following tables represent the impact of the adoption of ASU 2017-07: Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, on the Consolidated Statement of Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
As Reported,
September 29, 2018
|
|
Impact of Adoption
|
|
As Adjusted,
September 29, 2018
|
Cost of sales
|
|
$
|
1,924,283
|
|
|
$
|
(1,104
|
)
|
|
$
|
1,923,179
|
|
Gross profit
|
|
772,987
|
|
|
1,104
|
|
|
774,091
|
|
Research and development
|
|
130,186
|
|
|
(348
|
)
|
|
129,838
|
|
Selling, general and administrative
|
|
393,760
|
|
|
(5,326
|
)
|
|
388,434
|
|
Other
|
|
172
|
|
|
6,778
|
|
|
6,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
As Reported September 30, 2017
|
|
Impact of Adoption
|
|
As Adjusted September 30, 2017
|
Cost of sales
|
|
$
|
1,766,002
|
|
|
$
|
(2,244
|
)
|
|
$
|
1,763,758
|
|
Gross profit
|
|
731,522
|
|
|
2,244
|
|
|
733,766
|
|
Research and development
|
|
144,647
|
|
|
(490
|
)
|
|
144,157
|
|
Selling, general and administrative
|
|
356,141
|
|
|
(9,860
|
)
|
|
346,281
|
|
Other
|
|
14,472
|
|
|
12,594
|
|
|
27,066
|
|
The following tables represent the impact of the adoption of ASU 2017-07 on operating profit and deductions from operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
As Reported,
September 29, 2018
|
|
Impact of Adoption
|
|
As Adjusted,
September 29, 2018
|
Operating profit:
|
|
|
|
|
|
|
Aircraft Controls
|
|
$
|
128,665
|
|
|
$
|
1,107
|
|
|
$
|
129,772
|
|
Space and Defense Controls
|
|
66,875
|
|
|
740
|
|
|
67,615
|
|
Industrial Systems
|
|
62,312
|
|
|
2,652
|
|
|
64,964
|
|
Total operating profit
|
|
$
|
257,852
|
|
|
$
|
4,499
|
|
|
$
|
262,351
|
|
Deductions from operating profit:
|
|
|
|
|
|
|
Non-service pension expense
|
|
$
|
—
|
|
|
$
|
6,778
|
|
|
$
|
6,778
|
|
Corporate and other expenses, net
|
|
$
|
31,973
|
|
|
$
|
(2,279
|
)
|
|
$
|
29,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
As Reported September 30, 2017
|
|
Impact of Adoption
|
|
As Adjusted September 30, 2017
|
Operating profit:
|
|
|
|
|
|
|
Aircraft Controls
|
|
$
|
114,016
|
|
|
$
|
2,781
|
|
|
$
|
116,797
|
|
Space and Defense Controls
|
|
48,517
|
|
|
1,472
|
|
|
49,989
|
|
Industrial Systems
|
|
87,619
|
|
|
4,442
|
|
|
92,061
|
|
Total operating profit
|
|
$
|
250,152
|
|
|
$
|
8,695
|
|
|
$
|
258,847
|
|
Deductions from operating profit:
|
|
|
|
|
|
|
Non-service pension expense
|
|
$
|
—
|
|
|
$
|
12,594
|
|
|
$
|
12,594
|
|
Corporate and other expenses, net
|
|
$
|
29,308
|
|
|
$
|
(3,899
|
)
|
|
$
|
25,409
|
|
Note 2 - Revenue from Contracts with Customers
We recognize revenue from contracts with customers using the five-step model prescribed in ASC 606. The first step is identifying the contract. The identification of a contract with a customer requires an assessment of each party’s rights and obligations regarding the products or services to be transferred, including an evaluation of termination clauses and presently enforceable rights and obligations. Each party’s rights and obligations and the associated terms and conditions are typically determined in purchase orders. For sales that are governed by master supply agreements under which provisions define specific program requirements, purchase orders are issued under these agreements to reflect presently enforceable rights and obligations for the units of products and services being purchased.
Contracts are sometimes modified to account for changes in contract specifications and requirements. When this occurs, we assess the modification as prescribed in ASC 606 and determine whether the existing contract needs to be modified (and revenue cumulatively caught up), whether the existing contract needs to be terminated and a new contract needs to be created, or whether the existing contract remains and a new contract needs to be created. This is determined based on the rights and obligations within the modification as well as the associated transaction price.
The next step is identifying the performance obligations. A performance obligation is a promise to transfer goods or services to a customer that is distinct in the context of the contract, as defined by ASC 606. We identify a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of our assessment, we consider all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The products and services in our contracts are typically not distinct from one another due to their complexity and reliance on each other or, in many cases, we provide a significant integration service. Accordingly, many of our contracts are accounted for as one performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated or involve different product life cycles. Warranties are provided on certain contracts, but do not typically provide for services beyond standard assurances and are therefore not distinct performance obligations under ASC 606.
The third step is determining the transaction price, which represents the amount of consideration we expect to be entitled to receive from a customer in exchange for providing the goods or services. There are times when this consideration is variable, for example a volume discount, and must be estimated. Sales, use, value-added, and excise taxes are excluded from the transaction price, where applicable.
The fourth step is allocating the transaction price. The transaction price must be allocated to the performance obligations identified in the contract based on relative stand-alone selling prices when available, or an estimate for each distinct good or service in the contract when standalone prices are not available. Our contracts with customers generally require payment under normal commercial terms after delivery. Payment terms are typically within 30 to 60 days of delivery. The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment.
The final step is the recognition of revenue. We recognize revenue as the performance obligations are satisfied. ASC 606 provides guidance to help determine if we are satisfying the performance obligation at a point in time or over time. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative use of the product or service. In essence, we recognize revenue when or as control of the promised goods or services transfer to the customer.
Under ASC 606, revenue recognized over time using the cost-to-cost method of accounting was 64% for the year ended September 28, 2019. The over-time method of revenue recognition is predominantly used in 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 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.
Revenue is recognized on contracts using the cost-to-cost method of accounting as work progresses toward completion as determined by the ratio of cumulative costs incurred to date to estimated total contract costs at completion, multiplied by the total estimated contract revenue, less cumulative revenue recognized in prior periods. We believe that cumulative costs incurred to date as a percentage of estimated total contract costs at completion is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of our work and transfer of control to our customers. Changes in estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. Estimates are reviewed and updated quarterly for substantially all contracts. In 2019, we recognized revenues of $20,055 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. As of September 28, 2019, revenue recognized on contracts for unresolved claims or unapproved contract change orders was not material.
As of September 28, 2019, we had contract reserves of $60,914. 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.
Revenue recognized at the point in time control was transferred to the customer was 36% for the year ended September 28, 2019. This method of revenue recognition is used most frequently in Industrial 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 - the entity has a present right to payment; the customer has legal title; the customer has physical possession; the customer has the 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.
Contract Assets and Liabilities
Unbilled receivables (contract assets) primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. These are included as Receivables on the Consolidated Balance Sheets. Contract advances (contract liabilities) relate to payments received from customers in advance of the satisfaction of performance obligations for a contract. We do not consider contract advances to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in our industry.
Total contract assets and contract liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
2019
|
|
September 30, 2018
|
Unbilled receivables
|
|
$
|
468,824
|
|
|
$
|
405,610
|
|
Contract advances
|
|
137,242
|
|
|
152,608
|
|
Net contract assets
|
|
$
|
331,582
|
|
|
$
|
253,002
|
|
The increase in contract assets reflects the net impact of additional unbilled revenues recorded in excess of revenue recognized during the period. The decrease in contract liabilities reflects the net impact of revenue recognized in excess of additional deferred revenues recorded during the period. As of September 28, 2019, we recognized $119,398 of revenue that was included in the contract liability balance at the beginning of the period.
Remaining Performance Obligations
As of September 28, 2019, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied), also known as backlog, was approximately $2,232,600. We expect to recognize approximately 67% 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, Divestitures and Equity Method Investments
In the first quarter of 2019, we sold a non-core business of our Industrial Systems segment for $4,191 in cash and recorded a gain in other income of $2,641.
In the fourth quarter of 2018, we sold a non-core business of our Space and Defense Controls segment for $5,486 in cash plus a $584 note receivable and recorded a loss in other expense of $1,792.
On April 30, 2018, we acquired Electro-Optical Imaging, a designer and manufacturer of video trackers and imaging products, located in Florida, for a purchase price net of acquired cash of $5,442. This operation is included in our Space and Defense Controls segment.
On March 29, 2018, we acquired a 100% ownership interest in VUES Brno s.r.o located in the Czech Republic, which included a 74% ownership interest in a subsidiary located in Germany. The purchase price, net of acquired cash, was $64,140, consisting of $42,961 in cash and $21,179 of assumed debt. VUES designs and manufactures customized electric motors, generators and solutions. This operation is included in our Industrial Systems segment. On September 6, 2018, we acquired the remaining 26% noncontrolling interest for $1,843 in cash. The difference between the cash paid and the adjustment to the noncontrolling interest is reflected in additional paid-in capital.
On October 3, 2017, we, in collaboration with SIA Engineering Company, announced the joint venture company, Moog Aircraft Services Asia ("MASA"), in Singapore, of which we currently hold a 51% ownership. MASA is intended to provide maintenance, repair and overhaul services for our manufactured flight control systems. As we hold a majority ownership in MASA, but share voting control, we are accounting for this investment using the equity method. As of September 28, 2019, we have made total contributions of $5,100. This operation is included in our Aircraft Controls segment.
Note 4 - Receivables
Receivables consist of:
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
2019
|
|
September 29,
2018
|
Accounts receivable
|
|
$
|
255,079
|
|
|
$
|
295,180
|
|
Over-time contract receivables:
|
|
|
|
|
Billed receivables
|
|
222,075
|
|
|
156,414
|
|
Unbilled receivables
|
|
468,824
|
|
|
316,489
|
|
Total over-time contract receivables
|
|
690,899
|
|
|
472,903
|
|
Other
|
|
16,711
|
|
|
30,787
|
|
Less allowance for doubtful accounts
|
|
(5,402
|
)
|
|
(4,959
|
)
|
Receivables
|
|
$
|
957,287
|
|
|
$
|
793,911
|
|
Under our trade receivables securitization facility (the "Securitization Program"), we securitize certain trade receivables in transactions that are accounted for as secured borrowings. We maintain a subordinated interest in a portion of the pool of trade receivables that are securitized. The retained interest, which is included in receivables in the consolidated balance sheets, is recorded at fair value, which approximates the total amount of the designated pool of accounts receivable. See Note 8, Indebtedness, for additional disclosures related to the Securitization Program.
Over-time contract receivables are primarily associated with prime contractors and subcontractors in connection with U.S. Government contracts, as well as commercial aircraft and satellite manufacturers. Amounts billed for over-time contracts to the U.S. Government were $7,573 at September 28, 2019 and $6,106 at September 29, 2018. Unbilled recoverable costs and accrued profits under over-time contracts to be billed to the U.S. Government were $48,004 at September 28, 2019 and $25,915 at September 29, 2018. Unbilled recoverable costs and accrued profits principally represent revenues recognized on contracts that were not billable on the balance sheet date. These amounts will be billed in accordance with contract terms, generally as certain milestones are reached or upon shipment. Approximately 99% of unbilled amounts are expected to be collected within one year. In situations where billings exceed revenues recognized, the excess is included in contract advances.
There are no material amounts of claims or unapproved change orders included in the consolidated balance sheets. There are no material balances billed but not paid by customers under retainage provisions.
Concentrations of credit risk on receivables are limited to those from significant customers who are believed to be financially sound. Receivables from Boeing were $245,892 at September 28, 2019 and $178,798 at September 29, 2018. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.
Note 5 - Inventories
Inventories, net of reserves, consist of:
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
2019
|
|
September 29,
2018
|
Raw materials and purchased parts
|
|
$
|
189,875
|
|
|
$
|
197,071
|
|
Work in progress
|
|
276,538
|
|
|
240,885
|
|
Finished goods
|
|
68,561
|
|
|
74,566
|
|
Inventories
|
|
$
|
534,974
|
|
|
$
|
512,522
|
|
There are no material inventoried costs relating to over-time contracts where revenue is accounted for using the percentage of completion, cost-to-cost method of accounting as of September 28, 2019 and September 29, 2018.
Note 6 - Property, Plant and Equipment
Property, plant and equipment consists of:
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
2019
|
|
September 29,
2018
|
Land
|
|
$
|
33,111
|
|
|
$
|
33,788
|
|
Buildings and improvements
|
|
469,867
|
|
|
446,709
|
|
Machinery and equipment
|
|
775,378
|
|
|
743,388
|
|
Computer equipment and software
|
|
137,221
|
|
|
145,817
|
|
Property, plant and equipment, at cost
|
|
1,415,577
|
|
|
1,369,702
|
|
Less accumulated depreciation and amortization
|
|
(828,810
|
)
|
|
(816,837
|
)
|
Property, plant and equipment, net
|
|
$
|
586,767
|
|
|
$
|
552,865
|
|
Note 7 - 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 October 1, 2016
|
$
|
179,694
|
|
$
|
261,482
|
|
$
|
298,986
|
|
$
|
740,162
|
|
Acquisition
|
—
|
|
—
|
|
26,566
|
|
26,566
|
|
Divestiture
|
—
|
|
(1,804
|
)
|
—
|
|
(1,804
|
)
|
Foreign currency translation
|
1,681
|
|
273
|
|
7,390
|
|
9,344
|
|
Balance at September 30, 2017
|
181,375
|
|
259,951
|
|
332,942
|
|
774,268
|
|
Acquisitions
|
—
|
|
3,769
|
|
27,329
|
|
31,098
|
|
Divestitures
|
—
|
|
(1,836
|
)
|
—
|
|
(1,836
|
)
|
Foreign currency translation
|
(1,468
|
)
|
(152
|
)
|
(4,693
|
)
|
(6,313
|
)
|
Balance at September 29, 2018
|
179,907
|
|
261,732
|
|
355,578
|
|
797,217
|
|
Divestitures
|
—
|
|
—
|
|
(1,237
|
)
|
(1,237
|
)
|
Foreign currency translation
|
(2,968
|
)
|
(48
|
)
|
(8,724
|
)
|
(11,740
|
)
|
Balance at September 28, 2019
|
$
|
176,939
|
|
$
|
261,684
|
|
$
|
345,617
|
|
$
|
784,240
|
|
Goodwill in our Space and Defense Controls segment is net of a $4,800 accumulated impairment loss at September 28, 2019.
Goodwill in our Medical Devices reporting unit, included in our Industrial Systems segment, is net of a $38,200 accumulated impairment loss at September 28, 2019.
The components of intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
September 29, 2018
|
|
Weighted-
Average
Life (years)
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Customer-related
|
11
|
$
|
132,697
|
|
$
|
(100,091
|
)
|
$
|
135,379
|
|
$
|
(96,090
|
)
|
Technology-related
|
9
|
69,220
|
|
(52,192
|
)
|
69,393
|
|
(49,731
|
)
|
Program-related
|
19
|
62,015
|
|
(35,680
|
)
|
64,988
|
|
(33,740
|
)
|
Marketing-related
|
8
|
23,139
|
|
(19,899
|
)
|
23,489
|
|
(18,868
|
)
|
Other
|
10
|
4,061
|
|
(3,624
|
)
|
4,305
|
|
(3,588
|
)
|
Intangible assets
|
12
|
$
|
291,132
|
|
$
|
(211,486
|
)
|
$
|
297,554
|
|
$
|
(202,017
|
)
|
Substantially all acquired intangible assets other than goodwill are being amortized. Customer-related intangible assets primarily consist of customer relationships. Technology-related intangible assets primarily consist of technology, patents, intellectual property and software. Program-related intangible assets consist of long-term programs represented by current contracts and probable follow on work. Marketing-related intangible assets primarily consist of trademarks, trade names and non-compete agreements.
Amortization of acquired intangible assets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
2018
|
2017
|
Acquired intangible asset amortization
|
$
|
13,079
|
|
$
|
17,037
|
|
$
|
18,518
|
|
Based on acquired intangible assets recorded at September 28, 2019, amortization is estimated to be approximately:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
Estimated future amortization of acquired intangible assets
|
$
|
10,800
|
|
$
|
9,400
|
|
$
|
8,000
|
|
$
|
7,100
|
|
$
|
6,700
|
|
Note 8 - 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:
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
2019
|
|
September 29,
2018
|
U.S. revolving credit facility
|
|
$
|
395,712
|
|
|
$
|
430,000
|
|
SECT revolving credit facility
|
|
7,000
|
|
|
—
|
|
Senior notes
|
|
300,000
|
|
|
300,000
|
|
Securitization program
|
|
130,000
|
|
|
130,000
|
|
Obligations under capital leases
|
|
679
|
|
|
918
|
|
Senior debt
|
|
833,391
|
|
|
860,918
|
|
Less deferred debt issuance cost
|
|
(158
|
)
|
|
(1,717
|
)
|
Less current installments
|
|
(249
|
)
|
|
(365
|
)
|
Long-term debt
|
|
$
|
832,984
|
|
|
$
|
858,836
|
|
On October 15, 2019, we amended and restated our U.S. revolving credit facility, which now matures on October 15, 2024. Previously, the revolving credit facility was to mature on June 28, 2021. Our amended and extended U.S. revolving credit facility has a capacity of $1,100,000 and provides an expansion option, which permits us to request an increase of up to $400,000 to the credit facility upon satisfaction of certain conditions. The credit facility is secured by substantially all of our U.S. assets. The loan agreement contains various covenants which, among others, specify interest coverage and maximum leverage. We are in compliance with all covenants. The weighted-average interest rate on the majority of the outstanding credit facility borrowings is 3.68% and is based on LIBOR plus the applicable margin, which was 1.63% at September 28, 2019.
The SECT has a revolving credit facility with a borrowing capacity of $35,000, maturing on July 26, 2022. Interest is based on LIBOR plus an applicable margin of 2.13%. A commitment fee is also charged based on a percentage of the unused amounts available and is not material.
At September 28, 2019, we had $300,000 principal amount of 5.25% senior notes due December 1, 2022 with interest paid semiannually on June 1 and December 1 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. The effective interest rate for these notes after considering the amortization of deferred debt issuance costs is 5.73%.
The Securitization Program was extended on October 16, 2019 and matures on October 29, 2021 and effectively increases our borrowing capacity by up to $130,000. Previously, the Securitization Program was to mature on October 30, 2020. 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 2.86% at September 28, 2019 and 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 September 28, 2019, our minimum borrowing requirement was $104,000.
Maturities of long-term debt are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Long-term debt maturities
|
$
|
249
|
|
$
|
214
|
|
$
|
137,141
|
|
$
|
300,064
|
|
$
|
11
|
|
$
|
395,712
|
|
At September 28, 2019, we had pledged assets with a net book value of $1,641,952 as security for long-term debt.
At September 28, 2019, we had $708,779 of unused short and long-term borrowing capacity, including $669,838 from the U.S. revolving credit facility.
Commitment fees are charged on some of these arrangements and on the U.S. revolving credit facility based on a percentage of the unused amounts available and are not material.
Note 9 - Other Accrued Liabilities
Other accrued liabilities consists of:
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
Contract reserves
|
|
$
|
60,914
|
|
|
$
|
48,818
|
|
Employee benefits
|
|
37,040
|
|
|
38,538
|
|
Warranty accrual
|
|
28,061
|
|
|
25,537
|
|
Accrued income taxes
|
|
26,532
|
|
|
16,737
|
|
Other
|
|
36,178
|
|
|
40,132
|
|
Other accrued liabilities
|
|
$
|
188,725
|
|
|
$
|
169,762
|
|
Activity in the warranty accrual is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Warranty accrual at beginning of period
|
|
$
|
25,537
|
|
|
$
|
25,848
|
|
|
$
|
21,363
|
|
Additions from acquisitions
|
|
—
|
|
|
184
|
|
|
448
|
|
Warranties issued during current period
|
|
20,024
|
|
|
15,705
|
|
|
17,021
|
|
Adjustments to pre-existing warranties
|
|
(952
|
)
|
|
(806
|
)
|
|
(509
|
)
|
Reductions for settling warranties
|
|
(16,083
|
)
|
|
(15,101
|
)
|
|
(12,747
|
)
|
Foreign currency translation
|
|
(465
|
)
|
|
(293
|
)
|
|
272
|
|
Warranty accrual at end of period
|
|
$
|
28,061
|
|
|
$
|
25,537
|
|
|
$
|
25,848
|
|
Note 10 - 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. We enter into derivative financial instruments with a number of major financial institutions to minimize counterparty credit risk.
Derivatives designated as hedging instruments
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 September 28, 2019, we had interest rate swaps with notional amounts totaling $75,000. The interest rate swaps effectively convert this amount of variable-rate debt to fixed-rate debt at 3.25%, including the applicable margin of 1.63% as of September 28, 2019. 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, the British pound and the Czech koruna, we had outstanding foreign currency contracts with notional amounts of $56,113 at September 28, 2019. These contracts mature at various times through May 28, 2021.
We use forward currency contracts to hedge our net investment in certain foreign subsidiaries. As of September 28, 2019, we had no outstanding net investment hedges.
These interest rate swaps, foreign currency contracts and net investment hedges are recorded in the Consolidated Balance Sheets at fair value and the related gains or losses are deferred in Shareholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss) (AOCIL). These deferred gains and losses are reclassified into the Consolidated Statements of Earnings, as necessary, during the periods in which the related payments or receipts affect earnings. However, to the extent the 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 2019, 2018 or 2017.
Derivatives not designated as hedging instruments
We also have foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in the Consolidated Statements of Earnings. To minimize foreign currency exposure, we have foreign currency contracts with notional amounts of $98,649 at September 28, 2019. The foreign currency contracts are recorded in the Consolidated Balance Sheets at fair value and resulting gains or losses are recorded in the Consolidated Statements of Earnings. We recorded the following gains and losses on foreign currency contracts which are included in other income or expense and generally offset the gains or losses from the foreign currency adjustments on the intercompany balances that are also included in other income or expense:
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Net gain (loss)
|
$
|
(2,347
|
)
|
|
$
|
(3,104
|
)
|
Summary of derivatives
The fair value and classification of derivatives is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
Foreign currency contracts
|
Other current assets
|
|
$
|
1,060
|
|
|
$
|
659
|
|
Foreign currency contracts
|
Other assets
|
|
261
|
|
|
41
|
|
Interest rate swaps
|
Other current assets
|
|
57
|
|
|
1,444
|
|
Interest rate swaps
|
Other assets
|
|
—
|
|
|
322
|
|
|
Total asset derivatives
|
|
$
|
1,378
|
|
|
$
|
2,466
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
736
|
|
|
$
|
1,842
|
|
Foreign currency contracts
|
Other long-term liabilities
|
|
152
|
|
|
464
|
|
|
Total liability derivatives
|
|
$
|
888
|
|
|
$
|
2,306
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
Foreign currency contracts
|
Other current assets
|
|
$
|
93
|
|
|
$
|
285
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
359
|
|
|
$
|
87
|
|
Note 11 - 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:
|
|
|
|
|
|
|
|
|
|
|
|
Classification
|
|
September 28, 2019
|
|
September 29, 2018
|
Foreign currency contracts
|
Other current assets
|
|
$
|
1,153
|
|
|
$
|
944
|
|
Foreign currency contracts
|
Other assets
|
|
261
|
|
|
41
|
|
Interest rate swaps
|
Other current assets
|
|
57
|
|
|
1,444
|
|
Interest rate swaps
|
Other assets
|
|
—
|
|
|
322
|
|
|
Total assets
|
|
$
|
1,471
|
|
|
$
|
2,751
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
$
|
1,095
|
|
|
$
|
1,929
|
|
Foreign currency contracts
|
Other long-term liabilities
|
|
152
|
|
|
464
|
|
|
Total liabilities
|
|
$
|
1,247
|
|
|
$
|
2,393
|
|
Our only financial instrument for which the carrying value differs from its fair value is long-term debt. At September 28, 2019, the fair value of long-term debt was $830,751 compared to its carrying value of $833,391. 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.
Note 12 - Restructuring
In 2018, we initiated restructuring actions in conjunction with exiting the wind pitch control business within our Industrial Systems segment. These actions have resulted in workforce reductions, principally in Germany and China.
The restructuring charge in 2018 consists of $12,198 of non-cash inventory reserves, $12,316 of non-cash charges for the impairment of intangible assets, $2,162 of non-cash charges, primarily for the impairment of other long-lived assets, $7,969 for severance, $3,130 for facility closure and $3,217 for other costs.
Restructuring activity for severance and other costs by segment and reconciliation to consolidated amounts is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft Controls
|
Space and Defense Controls
|
Industrial Systems
|
Corporate
|
Total
|
Balance at October 1, 2016
|
$
|
1,474
|
|
$
|
665
|
|
$
|
3,980
|
|
$
|
1,727
|
|
$
|
7,846
|
|
Adjustments to provision
|
(852
|
)
|
(72
|
)
|
(819
|
)
|
—
|
|
(1,743
|
)
|
Cash payments - 2014 plan
|
(116
|
)
|
(417
|
)
|
—
|
|
—
|
|
(533
|
)
|
Cash payments - 2015 plan
|
(210
|
)
|
(176
|
)
|
(40
|
)
|
—
|
|
(426
|
)
|
Cash payments - 2016 plan
|
(162
|
)
|
—
|
|
(3,168
|
)
|
(689
|
)
|
(4,019
|
)
|
Foreign currency translation
|
(4
|
)
|
—
|
|
47
|
|
—
|
|
43
|
|
Balance at September 30, 2017
|
130
|
|
—
|
|
—
|
|
1,038
|
|
1,168
|
|
Charged to expense - 2018 plan
|
987
|
|
46
|
|
39,609
|
|
350
|
|
40,992
|
|
Adjustments to provision
|
—
|
|
119
|
|
2
|
|
(10
|
)
|
111
|
|
Cash payments - 2016 plan
|
(99
|
)
|
—
|
|
—
|
|
(599
|
)
|
(698
|
)
|
Cash payments - 2018 plan
|
(385
|
)
|
(101
|
)
|
(5,607
|
)
|
(350
|
)
|
(6,443
|
)
|
Non-cash charges - 2018 plan
|
—
|
|
—
|
|
(26,676
|
)
|
—
|
|
(26,676
|
)
|
Foreign currency translation
|
(7
|
)
|
—
|
|
(334
|
)
|
—
|
|
(341
|
)
|
Balance at September 29, 2018
|
626
|
|
64
|
|
6,994
|
|
429
|
|
8,113
|
|
Adjustments to provision
|
13
|
|
(21
|
)
|
275
|
|
17
|
|
284
|
|
Cash payments - 2016 plan
|
—
|
|
—
|
|
—
|
|
(446
|
)
|
(446
|
)
|
Cash payments - 2018 plan
|
(632
|
)
|
(16
|
)
|
(2,757
|
)
|
—
|
|
(3,405
|
)
|
Foreign currency translation
|
(7
|
)
|
—
|
|
(416
|
)
|
—
|
|
(423
|
)
|
Balance at September 28, 2019
|
$
|
—
|
|
$
|
27
|
|
$
|
4,096
|
|
$
|
—
|
|
$
|
4,123
|
|
As of September 28, 2019, the restructuring accrual consists of $4,123 for the 2018 plan. Restructuring is expected to be paid by June 27, 2020, except portions classified as long-term liabilities based on the nature of the reserve.
Note 13 - Employee Benefit Plans
We maintain multiple employee benefit plans, covering employees at certain locations.
Our qualified U.S. defined benefit pension plan is not open to new entrants. New employees are not eligible to participate in the pension plan. Instead, we make contributions for those employees to an employee-directed investment fund in the Moog Inc. Retirement Savings Plan ("RSP"). The Company’s contributions are based on a percentage of the employee’s eligible compensation and age. These contributions are in addition to the employer match on voluntary employee contributions.
The RSP includes an Employee Stock Ownership Plan. As one of the investment alternatives, participants in the RSP can acquire our stock at market value. We match 25% of the first 2% of eligible compensation contributed to any investment selection. Shares are allocated and compensation expense is recognized as the employer share match is earned. At September 28, 2019, the participants in the RSP owned 1,431,539 Class B shares.
The changes in projected benefit obligations and plan assets and the funded status of the U.S. and non-U.S. defined benefit plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
Projected benefit obligation at prior year measurement date
|
$
|
915,274
|
|
|
$
|
941,766
|
|
|
$
|
207,645
|
|
|
$
|
214,474
|
|
Service cost
|
21,003
|
|
|
22,535
|
|
|
4,988
|
|
|
5,738
|
|
Interest cost
|
36,924
|
|
|
32,292
|
|
|
4,393
|
|
|
4,241
|
|
Contributions by plan participants
|
—
|
|
|
—
|
|
|
828
|
|
|
918
|
|
Actuarial (gains) losses
|
130,377
|
|
|
(46,526
|
)
|
|
48,564
|
|
|
(6,679
|
)
|
Foreign currency exchange impact
|
—
|
|
|
—
|
|
|
(10,878
|
)
|
|
(4,670
|
)
|
Benefits paid
|
(36,455
|
)
|
|
(33,941
|
)
|
|
(6,040
|
)
|
|
(6,302
|
)
|
Other
|
(1,186
|
)
|
|
(852
|
)
|
|
75
|
|
|
(75
|
)
|
Projected benefit obligation at measurement date
|
$
|
1,065,937
|
|
|
$
|
915,274
|
|
|
$
|
249,575
|
|
|
$
|
207,645
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
Fair value of assets at prior year measurement date
|
$
|
878,983
|
|
|
$
|
756,274
|
|
|
$
|
145,641
|
|
|
$
|
141,906
|
|
Actual return on plan assets
|
157,966
|
|
|
8,038
|
|
|
24,623
|
|
|
2,740
|
|
Employer contributions
|
4,855
|
|
|
149,464
|
|
|
7,464
|
|
|
9,971
|
|
Contributions by plan participants
|
—
|
|
|
—
|
|
|
828
|
|
|
918
|
|
Benefits paid
|
(36,455
|
)
|
|
(33,941
|
)
|
|
(6,040
|
)
|
|
(6,302
|
)
|
Foreign currency exchange impact
|
—
|
|
|
—
|
|
|
(6,220
|
)
|
|
(3,551
|
)
|
Other
|
(1,186
|
)
|
|
(852
|
)
|
|
(54
|
)
|
|
(41
|
)
|
Fair value of assets at measurement date
|
$
|
1,004,163
|
|
|
$
|
878,983
|
|
|
$
|
166,242
|
|
|
$
|
145,641
|
|
Funded status and amount recognized in assets and liabilities
|
$
|
(61,774
|
)
|
|
$
|
(36,291
|
)
|
|
$
|
(83,333
|
)
|
|
$
|
(62,004
|
)
|
Amount recognized in assets and liabilities:
|
|
|
|
|
|
|
|
Long-term assets
|
$
|
35,429
|
|
|
$
|
49,967
|
|
|
$
|
2,575
|
|
|
$
|
7,874
|
|
Current and long-term pension liabilities
|
(97,203
|
)
|
|
(86,258
|
)
|
|
(85,908
|
)
|
|
(69,878
|
)
|
Amount recognized in assets and liabilities
|
$
|
(61,774
|
)
|
|
$
|
(36,291
|
)
|
|
$
|
(83,333
|
)
|
|
$
|
(62,004
|
)
|
Amount recognized in AOCIL, before taxes:
|
|
|
|
|
|
|
|
Prior service cost (credit)
|
$
|
133
|
|
|
$
|
320
|
|
|
$
|
82
|
|
|
$
|
(69
|
)
|
Actuarial losses
|
330,151
|
|
|
332,520
|
|
|
56,411
|
|
|
32,430
|
|
Amount recognized in AOCIL, before taxes
|
$
|
330,284
|
|
|
$
|
332,840
|
|
|
$
|
56,493
|
|
|
$
|
32,361
|
|
Our funding policy is to contribute at least the amount required by law in the respective countries.
The total accumulated benefit obligation as of the measurement date for all defined benefit pension plans was $1,235,230 in 2019 and $1,044,579 in 2018. At the measurement date in 2019, our plans had fair values of plan assets totaling $1,170,405. The following table provides aggregate information for the pension plans, which have projected benefit obligations or accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
Projected benefit obligation
|
|
$
|
278,405
|
|
|
$
|
234,402
|
|
Accumulated benefit obligation
|
|
208,625
|
|
|
219,830
|
|
Fair value of plan assets
|
|
95,294
|
|
|
78,265
|
|
Weighted-average assumptions used to determine benefit obligations as of the measurement dates and weighted-average assumptions used to determine net periodic benefit cost are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
Assumptions for net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
Service cost discount rate
|
4.4
|
%
|
|
4.2
|
%
|
|
4.0
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
Interest cost discount rate
|
4.1
|
%
|
|
3.5
|
%
|
|
3.2
|
%
|
|
2.6
|
%
|
|
2.2
|
%
|
|
1.7
|
%
|
Return on assets
|
5.3
|
%
|
|
7.0
|
%
|
|
7.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
Rate of compensation increase
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
|
2.3
|
%
|
Assumptions for benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.3
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
1.6
|
%
|
|
2.8
|
%
|
|
2.5
|
%
|
Rate of compensation increase
|
2.9
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
2.1
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
Beginning in 2017, we changed the method used to estimate the service and interest cost components of net periodic pension cost. The new method uses the spot yield curve approach to estimate the service and interest costs by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected cash outflows. Previously, these cost components were determined using a single-weighted average discount rate. This change does not affect the measurement of the projected benefit obligation.
We have made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. We have accounted for this change as a change in accounting estimate and accordingly have accounted for it prospectively. The more granular application of the spot rates reduced the service and interest cost for the annual net periodic pension expense in 2017 by approximately $7,000.
Pension plan investment policies and strategies are developed on a plan specific basis, which varies by country. The overall objective for the long-term expected return on both domestic and international plan assets is to earn a rate of return over time to meet anticipated benefit payments in accordance with plan provisions. The long-term investment objective of both the domestic and international retirement plans is to maintain the economic value of plan assets and future contributions by producing positive rates of investment return after subtracting inflation, benefit payments and expenses. Each of the plan’s strategic asset allocations is based on this long-term perspective and short-term fluctuations are viewed with appropriate perspective.
The U.S. qualified defined benefit plan’s assets are invested for long-term investment results. To accommodate the long-term investment horizon while providing appropriate liquidity, the plan maintains a liquid cash reserve sufficient to allow the plan to meet its benefit payment, fee and expense obligations. Its assets are broadly diversified to help alleviate the risk of adverse returns in any one security or investment class. The international plans’ assets are invested in both low-risk and high-risk investments in order to achieve the long-term investment strategy objective. Investment risks for both domestic and international plans are considered within the context of the entire asset allocation, rather than on a security-by-security basis.
The U.S. qualified defined benefit plan and certain international plans have investment committees that are responsible for formulating investment policies, developing manager guidelines and objectives and approving and managing qualified advisors and investment managers. The guidelines established for each of the plans define permitted investments within each asset class and apply certain restrictions such as limits on concentrated holdings in order to meet overall investment objectives.
Pension obligations and the related costs are determined using actuarial valuations that involve several assumptions. The return on assets assumption reflects the average rate of return expected on funds invested or to be invested to provide for the benefits included in the projected benefit obligation. In determining the return on assets assumption, we consider the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and to provide adequate liquidity to meet immediate and future benefit payment requirements.
In determining our U.S. pension expense for 2019, we assumed an average rate of return on U.S. pension assets of approximately 5.3% measured over a planning horizon with reasonable and acceptable levels of risk. The rate of return was based on the actual asset allocation of 21% in equity securities and 79% in fixed income securities at September 29, 2018. During 2018, we fully funded our U.S defined benefit plan and changed our asset allocation. In determining our non-U.S. pension expense for 2019, we assumed an average rate of return on non-U.S. pension assets of approximately 3.5% measured over a planning horizon with reasonable and acceptable levels of risk. The rate of return assumed an average asset allocation of 30% in equity securities and 70% in fixed income securities and other investments.
The weighted average asset allocations by asset category for the pension plans as of September 28, 2019 and September 29, 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Target
|
|
2019
Actual
|
|
2018
Actual
|
|
Target
|
|
2019
Actual
|
|
2018
Actual
|
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
15%-25%
|
|
18%
|
|
21%
|
|
20%-40%
|
|
25%
|
|
33%
|
Debt
|
75%-85%
|
|
82%
|
|
79%
|
|
30%-45%
|
|
36%
|
|
39%
|
Other
|
—%
|
|
—%
|
|
—%
|
|
25%-40%
|
|
39%
|
|
28%
|
The valuation methodologies used for pension plan assets measured at fair value have been applied consistently.
Cash and cash equivalents: Direct cash holdings valued at cost, which approximates fair value.
Money market funds: Institutional short-term investment vehicles valued daily.
Shares of registered investment companies: Consists of both equity and fixed income mutual funds. Valued at quoted market prices that represent the net asset value of shares held by the plan at year end.
Fixed income securities: Valued using methods, such as dealer quotes, available trade information, spreads, bids and offers provided by a pricing vendor.
Equity securities: Traded on national exchanges are valued at the last reported sales price. Investments denominated in foreign currencies are translated into U.S. dollars using the last reported exchange rate.
Unit investment trust: Net asset value of the fund is calculated daily by the investment manager.
Unit linked life insurance funds: Net asset value of the fund is calculated daily by the investment manager.
Investment in insurance contracts: Valued at contract value, which is the fair value of the underlying investment of the insurance company.
Limited partnerships and hedge funds: Valued at net asset value of units held. The NAV is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liability. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV.
Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established under the supervision and responsibility of the Trustee of that investment. Such procedures may include the use of independent pricing services or affiliated advisor pricing, which use prices based upon yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, operating data and general market conditions.
The following tables present the consolidated plan assets using the fair value hierarchy, which is described in Note 11 - Fair Value, as of September 28, 2019 and September 29, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans, September 28, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Investments at fair value:
|
|
|
|
|
|
|
|
Shares of registered investment companies:
|
|
|
|
|
|
|
|
Equity funds
|
$
|
144,898
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144,898
|
|
Fixed income funds
|
823,008
|
|
|
—
|
|
|
—
|
|
|
823,008
|
|
Money market funds
|
—
|
|
|
6,418
|
|
|
—
|
|
|
6,418
|
|
Insurance contract
|
—
|
|
|
—
|
|
|
505
|
|
|
505
|
|
Total investments in fair value hierarchy
|
967,906
|
|
|
6,418
|
|
|
505
|
|
|
974,829
|
|
Investments measured at NAV practical expedient (1)
|
|
|
|
|
|
|
29,334
|
|
Total investments at fair value
|
$
|
967,906
|
|
|
$
|
6,418
|
|
|
$
|
505
|
|
|
$
|
1,004,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Plans, September 28, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Investments at fair value:
|
|
|
|
|
|
|
|
Mutual funds:
|
|
|
|
|
|
|
|
Equity funds
|
$
|
—
|
|
|
$
|
6,372
|
|
|
$
|
—
|
|
|
$
|
6,372
|
|
Fixed income funds
|
—
|
|
|
7,657
|
|
|
—
|
|
|
7,657
|
|
Equity securities
|
7,310
|
|
|
—
|
|
|
—
|
|
|
7,310
|
|
Fixed income securities
|
—
|
|
|
18,740
|
|
|
—
|
|
|
18,740
|
|
Unit investment trusts
|
—
|
|
|
18,118
|
|
|
—
|
|
|
18,118
|
|
Unit linked life insurance funds
|
—
|
|
|
51,062
|
|
|
—
|
|
|
51,062
|
|
Money market funds
|
—
|
|
|
386
|
|
|
—
|
|
|
386
|
|
Cash and cash equivalents
|
384
|
|
|
—
|
|
|
—
|
|
|
384
|
|
Insurance contracts and other
|
—
|
|
|
—
|
|
|
56,213
|
|
|
56,213
|
|
Total investments at fair value
|
$
|
7,694
|
|
|
$
|
102,335
|
|
|
$
|
56,213
|
|
|
$
|
166,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans, September 29, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Investments at fair value:
|
|
|
|
|
|
|
|
Shares of registered investment companies:
|
|
|
|
|
|
|
|
Equity funds
|
$
|
141,287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141,287
|
|
Fixed income funds
|
694,837
|
|
|
—
|
|
|
—
|
|
|
694,837
|
|
Money market funds
|
—
|
|
|
6,309
|
|
|
—
|
|
|
6,309
|
|
Insurance contract
|
—
|
|
|
—
|
|
|
484
|
|
|
484
|
|
Total investments in fair value hierarchy
|
836,124
|
|
|
6,309
|
|
|
484
|
|
|
842,917
|
|
Investments measured at NAV practical expedient (1)
|
|
|
|
|
|
|
36,066
|
|
Total investments at fair value
|
$
|
836,124
|
|
|
$
|
6,309
|
|
|
$
|
484
|
|
|
$
|
878,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Plans, September 29, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Investments at fair value:
|
|
|
|
|
|
|
|
Mutual funds:
|
|
|
|
|
|
|
|
Equity funds
|
$
|
—
|
|
|
$
|
6,223
|
|
|
$
|
—
|
|
|
$
|
6,223
|
|
Fixed income funds
|
—
|
|
|
7,630
|
|
|
—
|
|
|
7,630
|
|
Equity securities
|
6,206
|
|
|
—
|
|
|
—
|
|
|
6,206
|
|
Fixed income securities
|
—
|
|
|
16,638
|
|
|
—
|
|
|
16,638
|
|
Unit investment trusts
|
—
|
|
|
17,547
|
|
|
—
|
|
|
17,547
|
|
Unit linked life insurance funds
|
—
|
|
|
50,127
|
|
|
—
|
|
|
50,127
|
|
Money market funds
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
Cash and cash equivalents
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
Insurance contracts and other
|
—
|
|
|
—
|
|
|
40,601
|
|
|
40,601
|
|
Total investments at fair value
|
$
|
6,315
|
|
|
$
|
98,725
|
|
|
$
|
40,601
|
|
|
$
|
145,641
|
|
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total retirement plan assets.
|
The following is a roll forward of the consolidated plan assets classified as Level 3 within the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
Balance at September 30, 2017
|
|
$
|
464
|
|
|
$
|
39,961
|
|
|
$
|
40,425
|
|
Return on assets
|
|
20
|
|
|
126
|
|
|
146
|
|
Purchases from contributions to Plans
|
|
—
|
|
|
2,874
|
|
|
2,874
|
|
Settlements paid in cash
|
|
—
|
|
|
(1,612
|
)
|
|
(1,612
|
)
|
Foreign currency translation
|
|
—
|
|
|
(748
|
)
|
|
(748
|
)
|
Balance at September 29, 2018
|
|
484
|
|
|
40,601
|
|
|
41,085
|
|
Return on assets
|
|
21
|
|
|
16,868
|
|
|
16,889
|
|
Purchases from contributions to Plans
|
|
—
|
|
|
2,887
|
|
|
2,887
|
|
Settlements paid in cash
|
|
—
|
|
|
(1,603
|
)
|
|
(1,603
|
)
|
Foreign currency translation
|
|
—
|
|
|
(2,540
|
)
|
|
(2,540
|
)
|
Balance at September 28, 2019
|
|
$
|
505
|
|
|
$
|
56,213
|
|
|
$
|
56,718
|
|
The following table summarizes investments measured at fair value based on net asset value (NAV) per share as of September 28, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
Limited partnerships (1)
|
|
$
|
29,334
|
|
|
$
|
35,931
|
|
|
$
|
5,017
|
|
|
Varies
|
|
10-45 days
|
Hedge funds (2)
|
|
—
|
|
|
135
|
|
|
—
|
|
|
Quarterly
|
|
60 days
|
Total
|
|
$
|
29,334
|
|
|
$
|
36,066
|
|
|
$
|
5,017
|
|
|
|
|
|
|
|
(1)
|
Investments in limited partnerships held by us invest primarily in emerging markets, equity and equity related securities. The strategy for the partnerships is to have exposure to certain markets or to securities that are judged to achieve superior earnings growth and/or judged undervalued relative to intrinsic value.
|
|
|
(2)
|
Hedge fund which invests primarily in global equity long and short positions. The primary strategy for the hedge funds is to seek risk-adjusted returns with volatility lower than the broad equity markets primarily through long and short investment opportunities in the global markets.
|
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although we believe the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Pension expense for all defined benefit plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
Service cost
|
$
|
21,003
|
|
|
$
|
22,535
|
|
|
$
|
24,115
|
|
|
$
|
4,988
|
|
|
$
|
5,738
|
|
|
$
|
6,105
|
|
Interest cost
|
36,924
|
|
|
32,292
|
|
|
30,573
|
|
|
4,393
|
|
|
4,241
|
|
|
3,121
|
|
Expected return on plan assets
|
(47,084
|
)
|
|
(54,302
|
)
|
|
(54,510
|
)
|
|
(5,182
|
)
|
|
(5,001
|
)
|
|
(4,643
|
)
|
Amortization of prior service cost (credit)
|
187
|
|
|
187
|
|
|
187
|
|
|
(18
|
)
|
|
(60
|
)
|
|
(106
|
)
|
Amortization of actuarial loss
|
21,863
|
|
|
27,609
|
|
|
33,738
|
|
|
2,532
|
|
|
2,512
|
|
|
4,581
|
|
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
Pension expense for defined benefit plans
|
$
|
32,893
|
|
|
$
|
28,321
|
|
|
$
|
34,103
|
|
|
$
|
6,713
|
|
|
$
|
7,430
|
|
|
$
|
8,911
|
|
The estimated net prior service cost and net actuarial loss that will be amortized from accumulated other comprehensive loss into net periodic benefit cost for pension plans in 2020 are $131 and $38,658, respectively.
Benefits expected to be paid to the participants of the plans are:
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
2020
|
|
$
|
39,287
|
|
|
$
|
5,615
|
|
2021
|
|
42,605
|
|
|
6,258
|
|
2022
|
|
45,208
|
|
|
6,958
|
|
2023
|
|
48,254
|
|
|
9,256
|
|
2024
|
|
51,267
|
|
|
7,482
|
|
Five years thereafter
|
|
295,213
|
|
|
43,450
|
|
We presently anticipate contributing approximately $4,500 to the SERP Trust for the non-qualified plan and $7,600 to the non-U.S. plans in 2020.
Pension expense for the defined contribution plans consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
U.S. defined contribution plans
|
|
$
|
19,848
|
|
|
$
|
16,568
|
|
|
$
|
15,036
|
|
Non-U.S. defined contribution plans
|
|
5,270
|
|
|
4,821
|
|
|
4,878
|
|
Total pension expense for defined contribution plans
|
|
$
|
25,118
|
|
|
$
|
21,389
|
|
|
$
|
19,914
|
|
We provide postretirement health care benefits to certain domestic retirees, who were hired prior to October 1, 1989. There are no plan assets. The changes in the accumulated benefit obligation of this unfunded plan for 2019 and 2018 are shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
Change in Accumulated Postretirement Benefit Obligation (APBO):
|
|
|
|
|
APBO at prior year measurement date
|
|
$
|
8,857
|
|
|
$
|
10,513
|
|
Service cost
|
|
68
|
|
|
84
|
|
Interest cost
|
|
315
|
|
|
281
|
|
Contributions by plan participants
|
|
644
|
|
|
629
|
|
Benefits paid
|
|
(1,134
|
)
|
|
(1,402
|
)
|
Actuarial (gains) losses
|
|
60
|
|
|
(1,248
|
)
|
APBO at measurement date
|
|
$
|
8,810
|
|
|
$
|
8,857
|
|
Funded status
|
|
$
|
(8,810
|
)
|
|
$
|
(8,857
|
)
|
Accrued postretirement benefit liability
|
|
$
|
8,810
|
|
|
$
|
8,857
|
|
Amount recognized in AOCIL, before taxes:
|
|
|
|
|
Prior service credit
|
|
$
|
259
|
|
|
$
|
729
|
|
Actuarial gains
|
|
4,142
|
|
|
4,915
|
|
Amount recognized in AOCIL, before taxes
|
|
$
|
4,401
|
|
|
$
|
5,644
|
|
The cost of the postretirement benefit plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Service cost
|
|
$
|
68
|
|
|
$
|
84
|
|
|
$
|
118
|
|
Interest cost
|
|
315
|
|
|
281
|
|
|
288
|
|
Amortization of prior service credit
|
|
(471
|
)
|
|
(470
|
)
|
|
—
|
|
Amortization of actuarial gain
|
|
(713
|
)
|
|
(511
|
)
|
|
(488
|
)
|
Net periodic postretirement benefit cost (income)
|
|
$
|
(801
|
)
|
|
$
|
(616
|
)
|
|
$
|
(82
|
)
|
As of the measurement date, the assumed discount rate used in the accounting for the postretirement benefit obligation was 3.0% in 2019, 4.2% in 2018 and 3.6% in 2017. The assumed service cost discount rate and interest cost discount rate used in the accounting for the net periodic postretirement benefit cost were 4.3% and 3.8%, respectively in 2019, 3.7% and 2.8%, respectively in 2018 and 3.4% and 2.5%, respectively in 2017.
For measurement purposes, a 8.0% annual per capita rate of increase of medical and drug costs were assumed for 2020, gradually decreasing to 4.5% for 2026 and years thereafter. A one percentage point increase in this rate would increase our accumulated postretirement benefit obligation as of the measurement date in 2019 by $149, while a one percentage point decrease in this rate would decrease our accumulated postretirement benefit obligation by $136. There would be no material effect on the total service cost and interest cost components of the net periodic postretirement benefit cost given a one percentage point increase or decrease in this rate.
Employee and management profit sharing reflects a discretionary payment based on our financial performance. Profit share expense was $33,250, $22,524 and $26,534 in 2019, 2018 and 2017, respectively.
Note 14 - Income Taxes
The reconciliation of the provision for income taxes to the amount computed by applying the U.S. federal statutory tax rate to earnings before income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Earnings before income taxes:
|
|
|
|
|
|
|
Domestic
|
|
$
|
143,114
|
|
|
$
|
137,247
|
|
|
$
|
77,007
|
|
Foreign
|
|
90,644
|
|
|
46,590
|
|
|
104,704
|
|
Total
|
|
$
|
233,758
|
|
|
$
|
183,837
|
|
|
$
|
181,711
|
|
Federal statutory income tax rate
|
|
21.0
|
%
|
|
24.5
|
%
|
|
35.0
|
%
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
Transition tax on foreign earnings
|
|
0.3
|
%
|
|
16.8
|
%
|
|
—
|
%
|
Revaluation of deferred taxes
|
|
(0.2
|
)%
|
|
(6.0
|
)%
|
|
—
|
%
|
Withholding taxes
|
|
1.0
|
%
|
|
4.0
|
%
|
|
—
|
%
|
Reversal of indefinite reinvestment assertion
|
|
0.6
|
%
|
|
5.6
|
%
|
|
—
|
%
|
R&D and foreign tax credits
|
|
(2.1
|
)%
|
|
(4.2
|
)%
|
|
(3.8
|
)%
|
Divestiture impacts
|
|
—
|
%
|
|
—
|
%
|
|
(3.2
|
)%
|
Foreign tax rates
|
|
2.2
|
%
|
|
(0.7
|
)%
|
|
(2.4
|
)%
|
Equity-based compensation
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
|
(1.2
|
)%
|
Export and manufacturing incentives
|
|
—
|
%
|
|
(0.3
|
)%
|
|
(0.9
|
)%
|
Change in valuation allowance for deferred taxes
|
|
(0.7
|
)%
|
|
5.7
|
%
|
|
(0.4
|
)%
|
State taxes, net of federal benefit
|
|
1.5
|
%
|
|
1.9
|
%
|
|
0.4
|
%
|
Other
|
|
0.1
|
%
|
|
0.8
|
%
|
|
(0.8
|
)%
|
Effective income tax rate
|
|
23.1
|
%
|
|
47.4
|
%
|
|
22.7
|
%
|
The Tax Cuts and Jobs Act (the "Act") of 2017 was enacted on December 22, 2017. It reduced the U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign sourced earnings. As of December 29, 2018, we have completed the accounting for the tax effects of enactment of the one-time transition tax liability. The Act also includes a Global Intangible Low-Tax Income (GILTI) provision that imposes U.S. tax on certain foreign subsidiary income in the year it is earned. This provision became effective beginning in 2019. Our accounting policy is to treat tax on GILTI as a current period cost included in tax expenses the year incurred. As such, we will not be measuring the impact of the GILTI in our determination of deferred taxes.
During 2018, we recorded a $30,795 one-time transition tax on undistributed foreign earnings deemed to be repatriated and a tax charge of $10,383 as an additional provision for taxes on undistributed earnings not considered to be permanently reinvested. These charges were partially offset by a $10,946 benefit due to the remeasurement of deferred tax assets and liabilities arising from a lower U.S. corporate tax rate. In 2019, we recorded $3,325 of GILTI tax and received a benefit of $2,495 related to the Foreign-Derived Intangible Income deduction. In addition, we recorded $1,317 of expense as an accrual for taxes on undistributed earnings not considered permanently reinvested.
During 2018, we repatriated $235,263 of available un-remitted earnings from various foreign subsidiaries that were previously taxed under the Act. During 2019, we repatriated 103,227 of available un-remitted earnings from various foreign subsidiaries that were previously taxed under the Act. Due to the Act, we are no longer indefinitely reinvesting un-remitted earnings effective December 30, 2017 and therefore we have recorded a liability for withholding taxes related to the remaining accumulated un-remitted earnings generated by the foreign subsidiaries in the current year. We continue to be permanently invested in outside basis differences other than the un-remitted earnings as we have no plans to liquidate or sell those foreign subsidiaries.
The components of income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
24,908
|
|
|
$
|
20,376
|
|
|
$
|
6,259
|
|
Foreign
|
|
29,460
|
|
|
35,515
|
|
|
24,162
|
|
State
|
|
4,240
|
|
|
705
|
|
|
122
|
|
Total current
|
|
58,608
|
|
|
56,596
|
|
|
30,543
|
|
Deferred:
|
|
|
|
|
|
|
Federal
|
|
(5,666
|
)
|
|
23,229
|
|
|
11,624
|
|
Foreign
|
|
1,413
|
|
|
3,354
|
|
|
(1,986
|
)
|
State
|
|
(345
|
)
|
|
4,030
|
|
|
1,120
|
|
Total deferred
|
|
(4,598
|
)
|
|
30,613
|
|
|
10,758
|
|
Income taxes
|
|
$
|
54,010
|
|
|
$
|
87,209
|
|
|
$
|
41,301
|
|
Realization of deferred tax assets is dependent, in part, upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making its assessment of the recoverability of deferred tax assets.
The tax effects of temporary differences that generated deferred tax assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
2019
|
|
September 29,
2018
|
Deferred tax assets:
|
|
|
|
|
Benefit accruals
|
|
$
|
115,683
|
|
|
$
|
125,566
|
|
Inventory reserves
|
|
26,364
|
|
|
27,678
|
|
Tax benefit carryforwards
|
|
14,196
|
|
|
16,211
|
|
Contract reserves not currently deductible
|
|
15,382
|
|
|
11,028
|
|
Other accrued expenses
|
|
4,918
|
|
|
6,670
|
|
Total gross deferred tax assets
|
|
176,543
|
|
|
187,153
|
|
Less valuation allowance
|
|
(13,137
|
)
|
|
(15,181
|
)
|
Total net deferred tax assets
|
|
$
|
163,406
|
|
|
$
|
171,972
|
|
Deferred tax liabilities:
|
|
|
|
|
Differences in bases and depreciation of property, plant and equipment
|
|
$
|
121,353
|
|
|
$
|
125,132
|
|
Pension
|
|
62,589
|
|
|
75,989
|
|
Total gross deferred tax liabilities
|
|
183,942
|
|
|
201,121
|
|
Net deferred tax assets (liabilities)
|
|
$
|
(20,536
|
)
|
|
$
|
(29,149
|
)
|
Deferred tax assets and liabilities are reported in separate captions on the consolidated balance sheets.
At September 28, 2019, foreign tax benefit carryforwards total $29,250. Domestic benefit carryforwards representing state tax losses total $13,117. We also have $3,925 of state tax credit carryforwards. Some of these tax benefit carryforwards do not expire and can be used to reduce current taxes otherwise due on future earnings. The change in the valuation allowance relates to tax benefit carryforwards reflecting recent and projected financial performance, tax planning strategies and statutory tax carryforward periods.
We have no material unrecognized tax benefits which, if ultimately recognized, will reduce our annual effective tax rate.
We are subject to income taxes in the U.S. and in various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require the application of significant judgment. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities in significant jurisdictions for years before 2016. The statute of limitations in several jurisdictions will expire in the next twelve months and we will have no unrecognized tax benefits recognized if the statute of limitations expires without the relevant taxing authority examining the applicable returns.
We continue to record additional interest and penalties related to historical unrecognized tax benefits in income tax expense. We had accrued interest and penalties of $843 and $710 at September 28, 2019 and September 29, 2018, respectively. We expensed interest of $134 and $143 for 2019 and 2018, respectively.
Note 15 - Earnings per Share and Dividends
Basic and diluted weighted-average shares outstanding are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Basic weighted-average shares outstanding
|
|
34,854,614
|
|
|
35,661,638
|
|
|
35,852,448
|
|
Dilutive effect of equity-based awards
|
|
324,354
|
|
|
390,669
|
|
|
377,595
|
|
Diluted weighted-average shares outstanding
|
|
35,178,968
|
|
|
36,052,307
|
|
|
36,230,043
|
|
There were 29,971, 22,332 and 71,806 common shares from equity-based compensation in 2019, 2018 and 2017, respectively, excluded from the calculation of diluted earnings per share as they would be anti-dilutive.
We declared and paid cash dividends of $1.00 per share in 2019 and $0.50 per share in 2018.
Note 16 - Shareholders’ Equity
Class A and Class B common stock share equally in our earnings and are identical with certain exceptions. Other than on matters relating to the election of directors or as required by law where the holders of Class A and Class B shares vote as separate classes, Class A shares have limited voting rights, with each share of Class A being entitled to one-tenth of a vote on most matters, and each share of Class B being entitled to one vote. Class A shareholders are entitled, subject to certain limitations, to elect at least 25% of the Board of Directors (rounded up to the nearest whole number) with Class B shareholders entitled to elect the balance of the directors. No cash dividend may be paid on Class B shares unless at least an equal cash dividend is paid on Class A shares. Class B shares are convertible at any time into Class A shares on a one-for-one basis at the option of the shareholder.
Class A shares and Class B shares reserved for issuance at September 28, 2019 are as follows:
|
|
|
|
|
Shares
|
Conversion of Class B to Class A shares
|
7,484,778
|
|
Employee Stock Purchase Plan
|
1,866,485
|
|
2014 Long Term Incentive Plan
|
1,902,393
|
|
2008 Stock Appreciation Rights Plan
|
1,198,065
|
|
Class A and B shares reserved for issuance
|
12,451,721
|
|
We are authorized to issue up to 10,000,000 shares of preferred stock. The Board of Directors may authorize, without further shareholder action, the issuance of additional preferred stock which ranks senior to both classes of our common stock with respect to the payment of dividends and the distribution of assets on liquidation. The preferred stock, when issued, would have such designations relative to voting and conversion rights, preferences, privileges and limitations as determined by the Board of Directors.
We issue common stock under our equity-based compensation plans from treasury stock or from stock held by the SECT. As of September 28, 2019, in addition to the shares reserved for issuance upon the exercise of outstanding equity awards, there were 1,247,819 shares authorized for awards that may be granted in the future under the 2014 Long Term Incentive Plan, assuming performance-based awards currently outstanding are all settled at the targeted payout.
Our Board of Directors has authorized a share repurchase program that has been amended from time to time to authorize additional repurchases. Shares acquired by the SECT or the SERP Trust are not included in this program. During 2019, we repurchased 302,184 of our Class A and B common stock for $23,358. During 2018, we repurchased 328 of our Class A and Class B common stock for $27. During 2017, we repurchased 2,190 of our Class A and Class B common stock for $147. As of September 28, 2019, the total remaining authorization for future common share repurchases under our program is 3,047,307 shares.
Note 17 - Equity-Based Compensation
We have equity-based compensation plans that authorize the issuance of equity-based awards for shares of Class A and Class B common stock to directors, officers and key employees. Equity-based compensation grants are designed to reward long-term contributions to Moog and provide incentives for recipients to remain with Moog.
We have an Employee Stock Purchase Plan ("ESPP") that allows for qualified employees (as defined in the plan) to purchase our common stock at a price equal to 85% of the fair market value at the lower of the beginning or the end of the semi-annual offering period. During 2019, we issued 79,928 shares of Class B common stock at a weighted average price per share of $65.91. During 2018, we issued 53,587 shares of Class B common stock at a weighted average price per share of $65.55.
The 2014 Long Term Incentive Plan ("2014 Plan") authorizes the issuance of a total of 2,000,000 shares of either Class A or Class B common stock. The 2014 Plan is intended to provide a flexible framework that permits the development and implementation of a variety of equity-based programs that base awards on key performance metrics as well as align our long term incentive compensation with our peers and shareholder interests.
During 2019, we granted awards in the form of stock appreciations rights (SARs), performance-based restricted stock units (PSUs) and restricted stock awards (RSAs). The compensation cost for employee and non-employee director equity-based compensation programs for all current and prior year awards granted are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Stock appreciation rights
|
|
$
|
2,594
|
|
|
$
|
2,617
|
|
|
$
|
3,045
|
|
Performance-based restricted stock units
|
|
2,048
|
|
|
1,650
|
|
|
978
|
|
Restricted stock awards
|
|
480
|
|
|
480
|
|
|
480
|
|
Employee stock purchase plan
|
|
1,342
|
|
|
1,057
|
|
|
74
|
|
Stock options
|
|
—
|
|
|
—
|
|
|
5
|
|
Total compensation cost before income taxes
|
|
$
|
6,464
|
|
|
$
|
5,804
|
|
|
$
|
4,582
|
|
Income tax benefit
|
|
$
|
1,024
|
|
|
$
|
1,136
|
|
|
$
|
1,567
|
|
Stock Appreciation Rights and Stock Options
The fair value of SARs granted was estimated on the date of grant using the Black-Scholes option-pricing model. The following table provides the range of assumptions used to value awards and the weighted-average fair value of the awards granted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Expected volatility
|
|
26%
|
|
|
25% - 26%
|
|
|
27% - 29%
|
|
Risk-free rate
|
|
3.0
|
%
|
|
2.1%
|
|
|
1.7% - 1.8%
|
|
Expected dividends
|
|
1.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected term
|
|
5-6 years
|
|
|
5-6 years
|
|
|
5-6 years
|
|
Weighted-average fair value of awards granted
|
|
$
|
20.79
|
|
|
$
|
23.03
|
|
|
$
|
21.20
|
|
To determine expected volatility, we generally use historical volatility based on daily closing prices of our Class A and Class B common stock over periods that correlate with the expected terms of the awards granted. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the appropriate expected term of the awards granted. Expected dividends are based on our history and expectation of dividend payouts. The expected term of equity-based awards is based on vesting schedules, expected exercise patterns and contractual terms.
The number of shares received upon the exercise of a SAR is equal in value to the difference between the fair market value of the common stock on the exercise date and the exercise price of the SAR. The term of a SAR may not exceed ten years from the grant date. The exercise price of SARs and options, determined by a committee of the Board of Directors, may not be less than the fair value of the common stock on the grant date.
SARs and options are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Appreciation Rights
|
|
Number of Awards
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining Contractual Life
|
|
Aggregate
Intrinsic
Value
|
Outstanding at September 29, 2018
|
|
1,062,769
|
|
|
$
|
57.56
|
|
|
|
|
|
Granted in 2019
|
|
140,395
|
|
|
80.19
|
|
|
|
|
|
Exercised in 2019
|
|
(248,861
|
)
|
|
49.73
|
|
|
|
|
|
Forfeited in 2019
|
|
(19,147
|
)
|
|
79.21
|
|
|
|
|
|
|
Outstanding at September 28, 2019
|
|
935,156
|
|
|
$
|
62.60
|
|
|
5.5 years
|
|
$
|
20,069
|
|
Exercisable at September 28, 2019
|
|
687,935
|
|
|
$
|
56.58
|
|
|
4.4 years
|
|
$
|
18,273
|
|
The aggregate intrinsic value in the preceding tables represents the total pre-tax intrinsic value, based on our closing price of Class A common stock of $81.71 and Class B common stock of $86.60 as of September 28, 2019. That value would have been effectively received by the SAR holders had all SARs been exercised as of that date.
The intrinsic value of awards exercised and fair value of awards vested are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Stock Appreciation Rights
|
|
|
|
|
|
|
Intrinsic value of SARs exercised
|
|
$
|
10,616
|
|
|
$
|
7,268
|
|
|
$
|
13,363
|
|
Total fair value of SARs vested
|
|
$
|
2,871
|
|
|
$
|
3,282
|
|
|
$
|
4,044
|
|
Stock Options
|
|
|
|
|
|
|
Intrinsic value of options exercised
|
|
$
|
—
|
|
|
$
|
932
|
|
|
$
|
2,835
|
|
Total fair value of options vested
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
66
|
|
As of September 28, 2019, total unvested compensation expense associated with SARs amounted to $2,832 and will be recognized over a weighted-average period of two years.
Performance-Based Restricted Stock Units
PSU awards consist of shares of our stock which are payable upon the determination that we achieve certain established performance targets and can range from 0% to 200% of the targeted payout based on the actual results. PSU's granted in 2019 have a performance period of three years. The fair value of each PSU granted is equal to the fair market value of our common stock on the date of grant. PSUs granted generally have a three year period cliff vesting schedule; however, according to the grant agreements, if certain conditions are met, the employee (or beneficiary) will receive a prorated amount of the award based on active employment during the service period.
PSUs are as follows:
|
|
|
|
|
|
|
|
|
Performance-Based Restricted Stock Units
|
|
Number of Awards
|
|
Weighted-
Average
Grant Date Fair Value
|
Nonvested at September 29, 2018
|
|
67,986
|
|
|
$
|
76.88
|
|
Granted in 2019
|
|
36,415
|
|
|
80.19
|
|
Vested in 2019
|
|
(31,601
|
)
|
|
71.65
|
|
Forfeited in 2019
|
|
(7,781
|
)
|
|
77.50
|
|
Nonvested at September 28, 2019
|
|
65,019
|
|
|
$
|
81.20
|
|
As of September 28, 2019, total unvested compensation expense associated with nonvested PSUs amounted to $2,798 and will be recognized over a weighted-average period of two years.
The number of Class B common stock to be issued for PSU awards granted in 2017 that vested based on the achievement of performance targets in 2019, will be approximately 28,700 shares.
Restricted Stock Awards
The fair value of each RSA granted is equal to the fair market value of our common stock on the date of grant. These shares vest and are issued upon grant. There were 5,988 RSAs granted and vested in 2019 at a price of $80.19 resulting in a fair value of the RSAs vested of $480.
The Management Short Term Incentive Plan ("STI") is intended to attract, motivate and retain highly qualified executives serving on the management team and reward them according to our financial performance with a payment of either cash and/or shares of our common stock. There were 42,795 STI awards granted and vested in 2019 at a price of $84.00, resulting in a fair value of $3,595 in satisfaction of a portion of the 2018 management profit share expense.
Note 18 - Stock Employee Compensation Trust and Supplemental Retirement Plan Trust
The Stock Employee Compensation Trust (SECT) assists in administering and provides funding for equity-based compensation plans and benefit programs, including the RSP and ESPP. The Supplemental Retirement Plan (SERP) Trust provides funding for benefits under the SERP provisions of the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Income. Both the SECT and the SERP Trust hold shares as investments. The shares in the SECT and SERP Trust are not considered outstanding for purposes of calculating earnings per share. However, in accordance with the trust agreements governing the SECT and SERP Trust, the trustees vote all shares held by the SECT and SERP Trust on all matters submitted to shareholders.
Note 19 - Accumulated Other Comprehensive Income (Loss)
The changes in AOCIL, net of tax, by component are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated foreign currency translation (1)
|
|
Accumulated retirement liability
|
|
Accumulated gain (loss) on derivatives
|
|
Total
|
AOCIL at September 30, 2017
|
|
$
|
(83,166
|
)
|
|
$
|
(251,865
|
)
|
|
$
|
(460
|
)
|
|
$
|
(335,491
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(17,663
|
)
|
|
5,557
|
|
|
(830
|
)
|
|
(12,936
|
)
|
Amounts reclassified from AOCIL
|
|
1,414
|
|
|
21,200
|
|
|
709
|
|
|
23,323
|
|
Other comprehensive income (loss)
|
|
(16,249
|
)
|
|
26,757
|
|
|
(121
|
)
|
|
10,387
|
|
Tax Cuts and Jobs Act, reclassification from AOCIL to retained earnings (2)
|
|
—
|
|
|
(47,209
|
)
|
|
132
|
|
|
(47,077
|
)
|
AOCIL at September 29, 2018
|
|
(99,415
|
)
|
|
(272,317
|
)
|
|
(449
|
)
|
|
(372,181
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(26,501
|
)
|
|
(35,606
|
)
|
|
41
|
|
|
(62,066
|
)
|
Amounts reclassified from AOCIL
|
|
(3,483
|
)
|
|
17,600
|
|
|
64
|
|
|
14,181
|
|
Other comprehensive income (loss)
|
|
(29,984
|
)
|
|
(18,006
|
)
|
|
105
|
|
|
(47,885
|
)
|
AOCIL at September 28, 2019
|
|
$
|
(129,399
|
)
|
|
$
|
(290,323
|
)
|
|
$
|
(344
|
)
|
|
$
|
(420,066
|
)
|
|
|
(1)
|
Net gains and losses on net investment hedges are recorded as cumulative translation adjustments in AOCIL to the extent that the instruments are effective in hedging the designated risk.
|
|
|
(2)
|
In 2018, we early adopted ASU 2018-02 and reclassified the stranded deferred tax effects resulting from the Tax Cuts and Jobs Act to retained earnings.
|
The amounts reclassified from AOCIL into earnings are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of earnings classification
|
|
2019
|
|
2018
|
Retirement liability:
|
|
|
|
|
|
|
Prior service cost (credit)
|
|
|
|
$
|
(302
|
)
|
|
$
|
(344
|
)
|
Actuarial losses
|
|
|
|
23,682
|
|
|
29,610
|
|
Reclassification from AOCIL into earnings (1)
|
|
23,380
|
|
|
29,266
|
|
Tax effect
|
|
|
|
(5,780
|
)
|
|
(8,066
|
)
|
Net reclassification from AOCIL into earnings
|
|
$
|
17,600
|
|
|
$
|
21,200
|
|
Derivatives:
|
|
|
|
|
|
|
Foreign currency contracts
|
|
Sales
|
|
$
|
106
|
|
|
$
|
(388
|
)
|
Foreign currency contracts
|
|
Cost of sales
|
|
1,108
|
|
|
2,171
|
|
Interest rate swaps
|
|
Interest
|
|
(1,141
|
)
|
|
(697
|
)
|
Reclassification from AOCIL into earnings
|
|
73
|
|
|
1,086
|
|
Tax effect
|
|
|
|
(9
|
)
|
|
(377
|
)
|
Net reclassification from AOCIL into earnings
|
|
$
|
64
|
|
|
$
|
709
|
|
|
|
(1)
|
The reclassifications are included in the computation of non-service pension expense, which is included in Other on the Consolidated Statement of Earnings.
|
The effective portion of amounts deferred in AOCIL are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Retirement liability:
|
|
|
|
|
|
Net actuarial gain (loss) during period
|
|
|
$
|
(44,001
|
)
|
|
$
|
6,544
|
|
Tax effect
|
|
|
8,395
|
|
|
(987
|
)
|
Net deferral in AOCIL of retirement liability
|
|
|
$
|
(35,606
|
)
|
|
$
|
5,557
|
|
Derivatives:
|
|
|
|
|
|
Foreign currency contracts
|
|
|
$
|
639
|
|
|
$
|
(2,449
|
)
|
Interest rate swaps
|
|
|
(525
|
)
|
|
1,579
|
|
Net gain (loss)
|
|
|
114
|
|
|
(870
|
)
|
Tax effect
|
|
|
(73
|
)
|
|
40
|
|
Net deferral in AOCIL of derivatives
|
|
$
|
41
|
|
|
$
|
(830
|
)
|
Note 20 - Segments
Aircraft Controls. We design, manufacture and integrate primary and secondary flight controls for military and commercial aircraft and provide aftermarket support. Our systems are used on both development and production programs in large commercial transports, supersonic fighters, multi-role military aircraft, business jets and rotorcraft. We also supply ground-based navigation aids.
We are currently working on the KC-46 military air refueling tanker on the military side, and the COMAC C919 and the Embraer E-Jet E2 family on the commercial side. Typically development programs require concentrated periods of research and development by our engineering teams, while production programs are generally long-term manufacturing efforts that extend for as long as the aircraft builder receives new orders.
In the past few years, a number of significant programs have transitioned from the development phase to initial low-rate production, including the Lockheed Martin F-35 Joint Strike Fighter on the military side and the Boeing 787 and Airbus A350XWB on the commercial side. In terms of mature production programs, our large military programs include the F/A-18E/F Super Hornet, the V-22 Osprey tiltrotor and the Black Hawk UH-60/Seahawk SH-60 helicopter, while our large commercial production programs include the full line of Boeing 7-series aircraft, Airbus A320, A330 and A380 and a variety of business jets.
Aftermarket sales, which represented 27%, 29% and 27% of 2019, 2018 and 2017 sales, respectively, for this segment consist of the maintenance, repair, overhaul and parts supply for both military and commercial aircraft. Further, we sell spare parts and line replaceable units to both military and commercial customers that they store throughout the world in order to minimize down time.
Space and Defense Controls. We provide controls for satellites, space vehicles, launch vehicles, armored combat vehicles, tactical and strategic missiles, security and surveillance and other defense applications.
We design, manufacture and integrate commercial and military satellite positioning controls. Propulsion components and systems accelerate the spacecraft for orbit-insertion, station keeping and attitude control. Mission specific actuation mechanisms control solar array panels and antennas. We also design, manufacture and integrate steering and propulsion controls for space launch vehicles, such as the Atlas, Delta and Ariane platforms. Additionally, we design and manufacture spaceflight electronics and software. We are also developing new control products and systems for a variety of programs related to manned spaceflight including NASA's new Space Launch System and Multi-Purpose Crew Vehicle.
In addition, we design controls for gun aiming, stabilization and automatic ammunition loading for armored combat vehicles for a variety of domestic and international customers. We are also developing a new reconfigurable turret system for several military vehicle programs. We also design controls for steering tactical and strategic missiles including: Lockheed Martin's Hellfire®, the U.S. National Missile Defense Agency's Ballistic Missile Defense initiatives and Raytheon's TOW and Trident missiles. We also design, build and integrate weapons stores management systems for light attack aerial reconnaissance, ground and sea platforms, as well as build high power, quiet controls for naval surface ships and submarines such as the U.S. Virginia Class. Our sensor and surveillance products are used in both military and commercial applications such as electrical grid and other critical infrastructure protection applications.
Also, we design and manufacture a number of component products that serve both the space and defense segments, including slip rings, fiber optic rotary joints and motors. Slip rings and fiber optic rotary joints use sliding contacts and optical technology to allow unimpeded rotation while delivering power and data through a rotating interface. Slip rings, fiber optic rotary joints and motors are used in a broad range of solutions, including satellites, missiles, radar pedestals and gimbals.
Industrial Systems. We provide customized machine performance components and systems utilizing electrohydraulic, electromechanical and control technologies in applications involving motion control, fluid control and power and data management across a variety of markets.
In the industrial automation market, we design, manufacture and integrate components and systems for applications in injection and blow molding machinery, metal forming presses and heavy industry for steel and aluminum production. Our components and systems allow for precise controls of critical parameters in the industrial manufacturing processes, using both hydraulic and electric technologies. Other industrial automation applications we serve include material handling and paper mills.
In the simulation and test market, we supply electromechanical motion simulation bases for the flight simulation and training applications, as well as medical training simulators. We also supply custom test systems and controls for automotive, structural and fatigue testing.
In the energy market, we supply solutions for power generation applications which allow for precise control and greater safety of fuel metering and guide vane positioning on steam and gas turbines. We also design and manufacture high reliability systems and components for applications in oil and gas exploration and production, including downhole drilling, topside and subsea environments. We supply high-reliability components for wind turbine applications.
In the medical market, we supply components and systems for diagnostic imaging CT scan medical equipment, sleep apnea equipment, oxygen concentrators, infusion therapy and enteral clinical nutrition.
Our components product categories include hydraulics, slip rings and fiber optic rotary joints, motors and infusion and enteral pumps and associated sets across similar markets.
Hydraulic components include high-performance servo valves with mechanical or electronic feedback, high-dynamic performance hydraulic servo pumps, energy-efficient electro hydrostatic actuators and complex hydraulic manifold systems.
Slip rings and fiber optic rotary joints come in a range of sizes that allow them to be used in many applications, including diagnostic imaging CT scan medical equipment, remotely operated vehicles and floating platforms for offshore oil exploration, surveillance cameras and wind turbines.
Electric motors are used in an equally broad range of solutions, many of which are the same as for slip rings. We design and manufacture a series of fractional horsepower brushless motors that provide extremely low acoustic noise and reliable long life operation, with the largest program being sleep apnea equipment. Industrial customers use our motors for material handling and electric pumps. We supply ultra high-torque servomotors for servo press applications and high-power, multi-megawatt generators for dynamometer testing and hydropower.
Infusion therapy products include infusion pumps and associated administration sets. They offer IV, intra-arterial, subcutaneous or epidural flow of fluids and precise medicine delivery and can be applied to many applications, including hydration, nutrition, patient-controlled analgesia, local anesthesia, chemotherapy and antibiotics.
Enteral clinical nutrition products include a complete line of portable and stationary pumps along with disposable sets. They are designed for ease of use and mobility. Medical customers use our enteral feeding products in the delivery of enteral nutrition for patients in their own homes, hospitals and long-term care facilities.
Disaggregation of net sales by segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Type
|
|
2019
|
|
2018
|
|
2017
|
Net sales:
|
|
|
|
|
|
|
Military
|
|
$
|
622,126
|
|
|
$
|
571,886
|
|
|
$
|
522,110
|
|
Commercial
|
|
680,846
|
|
|
621,619
|
|
|
602,775
|
|
Aircraft Controls
|
|
1,302,972
|
|
|
1,193,505
|
|
|
1,124,885
|
|
Space
|
|
218,970
|
|
|
214,741
|
|
|
187,217
|
|
Defense
|
|
464,498
|
|
|
366,136
|
|
|
341,986
|
|
Space and Defense Controls
|
|
683,468
|
|
|
580,877
|
|
|
529,203
|
|
Energy
|
|
120,771
|
|
|
163,888
|
|
|
145,344
|
|
Industrial Automation
|
|
447,515
|
|
|
430,754
|
|
|
377,211
|
|
Simulation and Test
|
|
122,935
|
|
|
127,321
|
|
|
126,135
|
|
Medical
|
|
227,002
|
|
|
213,123
|
|
|
194,745
|
|
Industrial Systems
|
|
918,223
|
|
|
935,086
|
|
|
843,436
|
|
Net sales
|
|
$
|
2,904,663
|
|
|
$
|
2,709,468
|
|
|
$
|
2,497,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Type
|
|
2019
|
|
2018
|
|
2017
|
Net sales:
|
|
|
|
|
|
|
Commercial
|
|
$
|
680,846
|
|
|
$
|
621,619
|
|
|
$
|
602,775
|
|
U.S. Government (including OEM)
|
|
484,203
|
|
|
447,148
|
|
|
388,697
|
|
Other
|
|
137,923
|
|
|
124,738
|
|
|
133,413
|
|
Aircraft Controls
|
|
1,302,972
|
|
|
1,193,505
|
|
|
1,124,885
|
|
Commercial
|
|
124,445
|
|
|
116,984
|
|
|
170,212
|
|
U.S. Government (including OEM)
|
|
513,250
|
|
|
424,848
|
|
|
354,817
|
|
Other
|
|
45,773
|
|
|
39,045
|
|
|
4,174
|
|
Space and Defense Controls
|
|
683,468
|
|
|
580,877
|
|
|
529,203
|
|
Commercial
|
|
888,132
|
|
|
904,439
|
|
|
805,934
|
|
U.S. Government (including OEM)
|
|
20,452
|
|
|
25,886
|
|
|
28,226
|
|
Other
|
|
9,639
|
|
|
4,761
|
|
|
9,276
|
|
Industrial Systems
|
|
918,223
|
|
|
935,086
|
|
|
843,436
|
|
Commercial
|
|
1,693,423
|
|
|
1,643,042
|
|
|
1,578,921
|
|
U.S. Government (including OEM)
|
|
1,017,905
|
|
|
897,882
|
|
|
771,740
|
|
Other
|
|
193,335
|
|
|
168,544
|
|
|
146,863
|
|
Net sales
|
|
$
|
2,904,663
|
|
|
$
|
2,709,468
|
|
|
$
|
2,497,524
|
|
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, manpower or profit. Operating profit by segment and reconciliations to consolidated amounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Operating profit:
|
|
|
|
|
|
|
Aircraft Controls
|
|
$
|
122,701
|
|
|
$
|
129,772
|
|
|
$
|
116,797
|
|
Space and Defense Controls
|
|
88,990
|
|
|
67,615
|
|
|
49,989
|
|
Industrial Systems
|
|
109,451
|
|
|
64,964
|
|
|
92,061
|
|
Total operating profit
|
|
321,142
|
|
|
262,351
|
|
|
258,847
|
|
Deductions from operating profit:
|
|
|
|
|
|
|
Interest expense
|
|
39,269
|
|
|
36,238
|
|
|
34,551
|
|
Equity-based compensation expense
|
|
6,464
|
|
|
5,804
|
|
|
4,582
|
|
Non-service pension expense
|
|
12,746
|
|
|
6,778
|
|
|
12,594
|
|
Corporate and other expenses, net
|
|
28,905
|
|
|
29,694
|
|
|
25,409
|
|
Earnings before income taxes
|
|
$
|
233,758
|
|
|
$
|
183,837
|
|
|
$
|
181,711
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
Aircraft Controls
|
|
$
|
41,144
|
|
|
$
|
40,795
|
|
|
$
|
41,977
|
|
Space and Defense Controls
|
|
18,014
|
|
|
17,900
|
|
|
18,980
|
|
Industrial Systems
|
|
25,454
|
|
|
28,825
|
|
|
28,099
|
|
Corporate
|
|
648
|
|
|
1,052
|
|
|
1,111
|
|
Total depreciation and amortization
|
|
$
|
85,260
|
|
|
$
|
88,572
|
|
|
$
|
90,167
|
|
Identifiable assets:
|
|
|
|
|
|
|
Aircraft Controls
|
|
$
|
1,300,781
|
|
|
$
|
1,168,964
|
|
|
$
|
1,120,099
|
|
Space and Defense Controls
|
|
737,141
|
|
|
660,589
|
|
|
575,132
|
|
Industrial Systems
|
|
1,040,659
|
|
|
1,077,022
|
|
|
1,124,950
|
|
Corporate
|
|
35,656
|
|
|
57,473
|
|
|
270,411
|
|
Total assets
|
|
$
|
3,114,237
|
|
|
$
|
2,964,048
|
|
|
$
|
3,090,592
|
|
Capital expenditures:
|
|
|
|
|
|
|
Aircraft Controls
|
|
$
|
68,595
|
|
|
$
|
46,705
|
|
|
$
|
36,216
|
|
Space and Defense Controls
|
|
23,903
|
|
|
22,452
|
|
|
15,173
|
|
Industrial Systems
|
|
25,808
|
|
|
25,156
|
|
|
23,953
|
|
Corporate
|
|
116
|
|
|
204
|
|
|
456
|
|
Total capital expenditures
|
|
$
|
118,422
|
|
|
$
|
94,517
|
|
|
$
|
75,798
|
|
Sales, based on the customer’s location, and property, plant and equipment by geographic area are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Net sales:
|
|
|
|
|
|
|
United States
|
|
$
|
1,757,518
|
|
|
$
|
1,592,513
|
|
|
$
|
1,438,428
|
|
Germany
|
|
213,128
|
|
|
202,676
|
|
|
195,328
|
|
Japan
|
|
166,690
|
|
|
158,686
|
|
|
152,148
|
|
France
|
|
143,019
|
|
|
138,054
|
|
|
145,627
|
|
Other
|
|
624,308
|
|
|
617,539
|
|
|
565,993
|
|
Net sales
|
|
$
|
2,904,663
|
|
|
$
|
2,709,468
|
|
|
$
|
2,497,524
|
|
Property, plant and equipment, net:
|
|
|
|
|
|
|
United States
|
|
$
|
365,136
|
|
|
$
|
325,088
|
|
|
$
|
303,925
|
|
Philippines
|
|
61,910
|
|
|
63,870
|
|
|
64,260
|
|
United Kingdom
|
|
56,253
|
|
|
61,438
|
|
|
64,065
|
|
Other
|
|
103,468
|
|
|
102,469
|
|
|
90,741
|
|
Property, plant and equipment, net
|
|
$
|
586,767
|
|
|
$
|
552,865
|
|
|
$
|
522,991
|
|
Sales to Boeing were $370,306, $382,184 and $321,110, or 13%, 14% and 13% of sales, in 2019, 2018 and 2017, respectively, including sales to Boeing Commercial Airplanes of $264,805, $238,118 and $252,977 in 2019, 2018 and 2017, respectively. Sales arising from U.S. Government prime or sub-contracts, including military sales to Boeing, were $1,017,905, $897,882 and $775,271 in 2019, 2018 and 2017, respectively. Sales to Boeing and the U.S. Government and its prime- or sub-contractors are made primarily from our Aircraft Controls and Space and Defense Controls segments.
Note 21 - Related Party Transactions
On November 20, 2017, John Scannell was elected to 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 totaled $20,612 and $20,536 for 2019 and 2018, respectively. At September 28, 2019, we held a $15,000 interest rate swap with M&T Bank and outstanding leases with a total original cost of $29,621. 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 8, Indebtedness.
Note 22 - Commitments and Contingencies
From time to time, we are involved in legal proceedings. We are not a party to any pending legal proceedings which management believes will result in a material adverse effect on our financial condition, results of operations or cash flows.
We are engaged in administrative proceedings with governmental agencies and legal proceedings with governmental agencies and other third parties in the normal course of our business, including litigation under Superfund laws, regarding environmental matters. We believe that adequate reserves have been established for our share of the estimated cost for all currently pending environmental administrative or legal proceedings and do not expect that these environmental matters will have a material adverse effect on our financial condition, results of operations or cash flows.
In the ordinary course of business we could be subject to ongoing claims or disputes from our customers, the ultimate settlement of which could have a material adverse impact on our consolidated results of operations. While the receivables and any loss provisions recorded to date reflect management's best estimate of the projected costs to complete a given project, there is still significant effort required to complete the ultimate deliverable. Future variability in internal cost and as well as 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 lease certain facilities and equipment under operating lease arrangements. These arrangements may include fair market renewal or purchase options. Rent expense under operating leases amounted to $25,510 in 2019, $26,594 in 2018 and $25,257 in 2017. Future minimum rental payments required under non-cancellable operating leases are $20,993 in 2020, $19,118 in 2021, $15,636 in 2022, $11,344 in 2023, $7,151 in 2024 and $41,670 thereafter.
We are contingently liable for $34,303 of standby letters of credit issued by a bank to third parties on our behalf at September 28, 2019. Purchase commitments outstanding at September 28, 2019 are $1,033,173, including $46,660 for property, plant and equipment.
Note 23 - Quarterly Data - Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Total
|
Net sales
|
$
|
679,676
|
|
|
$
|
718,811
|
|
|
$
|
740,969
|
|
|
$
|
765,207
|
|
|
$
|
2,904,663
|
|
Gross profit
|
199,502
|
|
|
197,401
|
|
|
211,919
|
|
|
207,010
|
|
|
815,832
|
|
Net earnings attributable to Moog
|
44,069
|
|
|
42,359
|
|
|
47,465
|
|
|
45,855
|
|
|
179,748
|
|
Net earnings per share attributable to Moog:
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
1.27
|
|
|
$
|
1.21
|
|
|
$
|
1.36
|
|
|
$
|
1.32
|
|
|
$
|
5.16
|
|
Diluted
|
$
|
1.25
|
|
|
$
|
1.20
|
|
|
$
|
1.35
|
|
|
$
|
1.31
|
|
|
$
|
5.11
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Total
|
Net sales
|
$
|
627,535
|
|
|
$
|
689,049
|
|
|
$
|
692,018
|
|
|
$
|
700,866
|
|
|
$
|
2,709,468
|
|
Gross profit
|
184,385
|
|
|
192,932
|
|
|
197,661
|
|
|
199,113
|
|
|
774,091
|
|
Net earnings attributable to Moog
|
1,299
|
|
|
13,965
|
|
|
40,683
|
|
|
40,560
|
|
|
96,507
|
|
Net earnings per share attributable to Moog:
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.04
|
|
|
$
|
0.39
|
|
|
$
|
1.14
|
|
|
$
|
1.15
|
|
|
$
|
2.71
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
0.39
|
|
|
$
|
1.13
|
|
|
$
|
1.14
|
|
|
$
|
2.68
|
|
Note: Quarterly amounts may not add to the total due to rounding.
Note 24 - Subsequent Event
On October 31, 2019, the Board of Directors declared a $0.25 per share quarterly dividend payable on issued and outstanding shares of our Class A and Class B common stock on December 2, 2019 to shareholders of record at the close of business on November 15, 2019.