MOOG INC
For the period ended Sep 28, 2024. Filed Nov 27, 2024.
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FY2024 · Filed Nov 27, 2024
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules. |
|---|
Documents filed as part of this report:
| 1 | Financial Statements |
| Consolidated Statements of Earnings | |
| Consolidated Statements of Comprehensive Income | |
| Consolidated Balance Sheets | |
| Consolidated Statements of Shareholders’ Equity | |
| Consolidated Statements of Cash Flows | |
| Notes to Consolidated Financial Statements | |
| Reports of Independent Registered Public Accounting Firm* |
*Ernst & Young LLP, PCAOB Firm ID No. 00042.
| 2 | Financial Statement Schedules |
| II. | Valuation and Qualifying Accounts. |
|---|
Schedules other than that listed above are omitted because the conditions requiring their filing do not exist or because the required information is included in the Consolidated Financial Statements, including the Notes thereto.
| 3 | Exhibits |
| Exhibit No. | Exhibit Description | Form | Filing Date or Filed Herewith |
| Articles of Incorporation and By-Laws. | |||
| 3.1 | Restated Certificate of Incorporation of Moog Inc. | 10-K | November 12, 2013 |
| 3.2 | Amended and Restated By-laws of Moog Inc., dated November 25, 2024. | X | |
| Instruments defining the rights of security holders, including indentures. | |||
| 4.1 | Indenture between Moog Inc. and MUFG Union Bank, N.A. as Trustee, dated December 13, 2019, relating to the 4.25% Senior Notes due 2027. | 8-K | December 13, 2019 |
| 4.2 | Description of Registrant's Securities. | 10-K | November 12, 2019 |
| 4.3 | Supplemental Indenture between Moog Inc., Moog Military Aircraft LLC and U.S. Bank Trust Company, National Association, dated December 11, 2023, relating to the 4.25% Senior Notes due 2027. | 10-Q | April 26, 2024 |
| Material Contracts | |||
| Credit and Securitization Agreements | |||
| 10.1 | Amended and Restated Receivables Purchase Agreement, dated November 4, 2021, by and among Moog Receivables LLC, as Seller, Moog Inc. as Master Servicer and Wells Fargo Bank, N.A., as Administrative Agent. | 8-K | November 10, 2021 |
| 10.2 | First Amendment to the Amended and Restated Receivables Purchase Agreement, dated June 29, 2022, by and among Moog Receivables LLC, as Seller, Moog Inc. as Master Servicer and Wells Fargo Bank, N.A., as Administrative Agent. | 10-K | November 14, 2023 |
| 10.3 | Second Amendment to the Amended and Restated Receivables Purchase Agreement, dated March 31, 2023, by and among Moog Receivables LLC, as Seller, Moog Inc. as Master Servicer and Wells Fargo Bank, N.A., as Administrative Agent. | 10-K | November 14, 2023 |
| 10.4 | Third Amendment to the Amended and Restated Receivables Purchase Agreement, dated December 13, 2023, by and among Moog Receivables LLC, as Seller, Moog Inc. as Master Servicer and Wells Fargo Bank, N.A., as Administrative Agent. | 10-Q | April 26, 2024 |
| 10.5 | Sixth Amended and Restated Loan Agreement between Moog Inc. and the Lenders and HSBC Bank USA, National Association, as Administrative Agent for the Lenders dated as of October 27, 2022. | 8-K | November 1, 2022 |
| 10.6 | Credit Agreement by and between Moog Inc. Stock Employee Compensation Trust and Citizens Bank, N.A. dated July 26, 2018. | 10-K | November 14, 2023 |
| 10.7 | Fourth Amendment to the Credit Agreement by and between Moog Inc. Stock Employee Compensation Trust and Citizens Bank, N.A. dated November 6, 2024. | X | |
| Management Contracts or Compensatory Plan or Arrangement | |||
| 10.8 | 2008 Stock Appreciation Rights Plan. | 14A | December 10, 2007 |
| 10.9 | First Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan. | 14A | December 13, 2012 |
| 10.10 | Second Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan. | 8-K | December 26, 2012 |
| 10.11 | Form of Stock Appreciation Rights Award Agreement under 2008 Stock Appreciation Rights Plan. | 10-K | November 25, 2008 |
| 10.12 | 2014 Long Term Incentive Plan. | 14A | December 12, 2014 |
| 10.13 | First Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 17, 2015. | 10-K | November 14, 2022 |
| 10.14 | Second Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 15, 2016. | 10-K | November 14, 2022 |
| 10.15 | Third Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 11, 2019. | 10-K | November 14, 2022 |
| 10.16 | Fourth Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 17, 2020. | 10-K | November 14, 2022 |
| 10.17 | Fifth Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 16, 2021. | 10-Q | January 28, 2022 |
| 10.18 | Form of Stock Appreciation Rights Award Agreement under the 2014 Long Term Incentive Plan. | 8-K | November 20, 2015 |
| 10.19 | Form of Restricted Stock Unit Award Agreement under the 2014 Long Term Incentive Plan. | 8-K | November 20, 2015 |
| 10.20 | Form of Restricted Stock Unit Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 15, 2021). | 10-K | November 15, 2021 |
| 10.21 | Form of Stock Appreciation Rights Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 15, 2021). | 10-K | November 15, 2021 |
| 10.22 | Form of Time Vested Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 17, 2020). | 10-K | November 15, 2021 |
| 10.23 | Form of Restricted Stock Unit Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 15, 2022). | 10-Q | February 3, 2023 |
| 10.24 | Form of Restricted Stock Unit Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 14, 2023). | 10-Q | January 26, 2024 |
| 10.25 | Moog Inc. Revised 2021 Management Short Term Incentive Plan, effective October 3, 2021. | 10-K | November 15, 2021 |
| 10.26 | 2023 Management Short Term Incentive Plan. | 10-K | November 14, 2022 |
| 10.27 | Moog Inc. 2025 Short Term Incentive Plan, effective September 29, 2024. | X | |
| 10.28 | Moog Inc. Deferred Compensation Plan for Directors and Officers, amended and restated effective January 1, 2005. | 10-K | November 14, 2022 |
| 10.29 | First Amendment to the Moog Inc. Deferred Compensation Plan for Directors and Officers, effective November 16, 2021. | 10-Q | January 28, 2022 |
| 10.30 | Form of Employment Termination Benefits Agreement between Moog Inc.and Employee-Officers. | 10-K | September 25, 1999 |
| 10.31 | Form of Employment Termination Benefits Agreement between Moog Inc. and Employee-Officers. | 10-Q | April 28, 2023 |
| 10.32 | Form of Indemnification Agreement for officers, directors and key employees. | 8-K | November 30, 2004 |
| 10.33 | Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan dated August 9, 2017. | 8-K | August 11, 2017 |
| 10.34 | Defined Contribution Supplemental Executive Retirement Plan, dated March 4, 2016. | 10-Q | May 2, 2016 |
| 10.35 | First Amendment to the Defined Contribution Supplemental Executive Retirement Plan, dated July 26, 2018. | 10-Q | July 27, 2018 |
| 10.36 | Moog Inc. Retirement Savings Restoration Plan. | 10-K | November 14, 2022 |
| 10.37 | First Amendment to the Moog Inc.Retirement Savings Restoration Plan. | 10-K | November 14, 2022 |
| Other Material Contracts | |||
| 10.38 | Moog Inc. Supplemental Retirement Plan Trust, as amended and restated, effective January 1, 2015. | 10-Q | May 4, 2015 |
| 10.39 | Moog Inc. Stock Employee Compensation Trust Agreement amended and restated as of August 13, 2014. | 10-Q | February 3, 2015 |
| 10.40 | Amendment No.1 to the Moog Inc. Stock Employee Compensation Trust Agreement, dated May 8, 2018. | 10-Q | July 27, 2018 |
| Other Exhibits | |||
| 19 | Moog Inc. Insider Trading Policy. | X | |
| 21 | Registrant Subsidiary Listing. | X | |
| 23 | Consent of Ernst & Young LLP. | X | |
| 97 | Moog Inc. Compensation Clawback Policy, dated November 2023. | 10-K | November 14, 2023 |
| Executive Certifications | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |
| Interactive Data Files | |||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | X | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101. | X | |
All of the exhibits listed above have been filed under Moog Inc., Se curities and Exchange Commission file number 1-05129.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.