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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended September 30, 2023

OR

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

For the transition period from _________  to _________

Commission file number 1-05129

MOOG Inc.

(Exact name of registrant as specified in its charter)

New York			16-0757636
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
400 Jamison Road	East Aurora,	New York	14052-0018
(Address of Principal Executive Offices)			(Zip Code)

(716) 652-2000

Registrant's telephone number, including area code

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

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒ No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐ No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒  No  ☐

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the common stock outstanding and held by non-affiliates (as defined in Rule 405 under the Securities Act of 1933) of the registrant, based upon the closing sale price of the common stock on the New York Stock Exchange on April 1, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $3,170 million.

The number of shares outstanding of each class of common stock as of November 6, 2023 was:

Class A common stock, 28,750,564 shares

Class B common stock, 3,136,716 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Moog Inc.'s definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates (the "2023 Proxy Statement") are incorporated by reference into Part III of this Form 10-K.

FORM 10-K INDEX

PART I
Item 1	Business	4
Item 1A	Risk Factors	12
Item 1B	Unresolved Staff Comments	19
Item 2	Properties	19
Item 3	Legal Proceedings	19
Item 4	Mine Safety Disclosures	19
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6	Reserved	21
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8	Financial Statements and Supplementary Data	41
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89
Item 9A	Controls and Procedures	89
Item 9B	Other Information	89
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	89
PART III
Item 10	Directors, Executive Officers and Corporate Governance	90
Item 11	Executive Compensation	90
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
Item 13	Certain Relationships and Related Transactions, and Director Independence	90
Item 14	Principal Accountant Fees and Services	90
PART IV
Item 15	Exhibits and Financial Statement Schedules	91
Item 16	Form 10-K Summary	93

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PART I

The Registrant, Moog Inc., a New York corporation formed in 1951, is referred to in this report as “Moog” or the "Company" or in the nominative “we” or the possessive “our.”

Unless otherwise noted or the context otherwise requires, all references to years in this report are to fiscal years.

Item 1.	Business.

Description of the Business. Moog is a worldwide designer, manufacturer and systems integrator of high performance precision motion and fluid controls and controls systems for a broad range of applications in aerospace and defense and industrial markets. We have three operating segments: Aircraft Controls, Space and Defense Controls and Industrial Systems.

Additional information describing the business and comparative segment revenues, operating profits and related financial information for 2023, 2022 and 2021 are provided in Note 22 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

Distribution. Our sales and marketing organization consists of individuals possessing highly specialized technical expertise. This expertise is required in order to effectively evaluate a customer’s precision control requirements and to facilitate communication between the customer and our engineering staff. Our sales staff is the primary contact with customers. Manufacturers’ representatives are used to cover certain domestic aerospace markets. Distributors are used selectively to cover certain industrial and medical markets.

Industry and Competitive Conditions. We experience considerable competition in our aerospace and defense and industrial markets across tier one and tier two suppliers as well as vertically integrated primes. We believe that the principal points of competition in our markets are product quality, reliability, price, design and engineering capabilities, product development, conformity to customer specifications, timeliness of delivery, effectiveness of the distribution organization and quality of support after the sale. We believe we compete effectively on all of these bases. Competitors to our Aircraft Controls segment specialize in precision flight control and control systems manufacturing. Competitors to our space market specialize in thrust vector controls and spacecraft engines, mechanisms, avionics and structure systems and components. Competitors in our defense market produce turreted weapons, missile steering actuation and power and data transfer systems and components. Competitors to our Industrial Systems segment include other industrial precision controls and medical device manufacturers.

Backlog. Our twelve-month backlog represents confirmed orders we believe will be recognized as revenue within the next twelve months. Our twelve-month backlog as of September 30, 2023 was $2.4 billion, an increase of 4% compared to October 1, 2022. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report for a discussion on the various business drivers and conditions contributing to the twelve-month backlog change.

Raw Materials. Materials, supplies and components are purchased from numerous suppliers. We believe the loss of any one supplier, although potentially disruptive in the short-term, would not materially affect our operations in the long-term.

Working Capital. See the discussion on operating cycle in Note 1 - Summary of Significant Accounting Policies, of Item 8, Financial Statements and Supplementary Data, of this report.

Seasonality. Our business is generally not seasonal; however, certain products and systems, such as those in the energy market of our Industrial Systems segment, do experience seasonal variations in sales levels.

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Patents. We maintain a patent portfolio of issued or pending patents and patent applications worldwide that generally includes the United States ("U.S."), Europe, China, Japan and India. The portfolio includes patents that relate to electrohydraulic, electromechanical, electronics, hydraulics, components and methods of operation and manufacture as related to motion control and actuation systems. The portfolio also includes patents related to wind turbines, robotics, vibration control and medical devices. We do not consider any one or more of these patents or patent applications to be material in relation to our business as a whole. The patent portfolio related to certain medical devices is significant to our position in this market as several of these products work exclusively together, and provide us future revenue opportunities.

Research Activities. Research and development activity has been, and continues to be, significant for us. Research and development expense was at least $107 million in each of the last three years and represented approximately 3% of sales in 2023.

Human Capital Resources. Moog possesses a unique culture that fuels our business success. Our nearly 13,500 employees across over 20 countries work closely together, driven by a shared sense of purpose and a desire to do the right thing. We value our ground-breaking, challenging work and what we stand for. We value the skill and commitment of our talented workforce above all else. Whether it’s enabling a Mars Rover to land safely or helping to support breakthrough advances in healthcare, together, we solve our customers’ most difficult challenges.

Although we are a successful, global business, our employees feel like they are amongst friends and are comfortable being themselves. We empower them to find innovative ways of accomplishing things, and the scale of our business means that careers can develop in exciting and unexpected directions. For prospective employees looking for inspiring and meaningful work in a warm, respectful, family-like environment, Moog will feel like home.

In order to ensure we live our values and our culture stays unique and strong, our Board of Directors and executive team put significant focus on our human capital resources. These are some of the key aspects of Moog’s human capital strategy:

Employee Recruitment

Moog actively seeks to attract the best talent from a diverse range of sources and industries in order to meet the current and future demands of our business. We have established relationships with trade schools, world-class universities, professional associations, and industry groups to proactively attract talent.

In 2023, we hired over 2,000 new regular employees throughout the world.

Diversity, Equity and Inclusion

Moog aspires to be diverse, equitable, and inclusive, where employees are empowered to bring their whole, authentic selves to work every day. We believe being diverse, equitable and inclusive is better for all of our employees, customers and shareholders.

During 2023, we continued to make progress toward our Diversity, Equity and Inclusion ("DE&I") strategy. In support of this strategy, we:

•Grew our DE&I curriculum to continue to help our employees understand the value of inclusivity, the very different experiences people have, and the role we all must play in creating an inclusive and welcoming environment at Moog.

•Honored employees from different backgrounds and helped increase understanding through a variety of monthly celebrations, including, but not limited to, Black History Month, International Women’s Day, and Pride Month.

•Expanded our pilot of Employee Resource Groups ("ERGs") to include Veterans and LGBTQ+. Our ERGs are voluntary, employee-led, corporate-supported groups that are organized primarily around a defined characteristic, special interest, or life experience. We currently have five ERG chapters focused on Employees of Color, Women (2 chapters), Veterans and LGBTQ+.

At Moog, we are continuously striving to ensure the diversity of our organization more fully represents the diversity of the communities in which we operate.

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Compensation and Benefits

Moog works to maintain compensation, benefits and rewards programs that enable us to attract, retain, motivate, and reward employees for their contributions to company performance. Our compensation and rewards programs are linked closely to our values of We Are All In This Together, We Try Harder, Competence Is King and Performance And Commitment Should Be Rewarded.

Moog is committed to providing comprehensive benefit options that reflect the differing priorities and needs of our sites globally, governed by an intent to offer plans that will allow our employees and their families to live healthier and more secure lives.

In addition to traditional employee benefits, Moog has a number of innovative initiatives to support the well-being of our employee base, including onsite wellness clinics at a number of locations, online tools that assist employees with their physical and mental health, special events with outside vendors and participants focusing on employee well-being and much more.

Health and Safety

Maintaining a safe and healthy work environment is a key priority and a responsibility for all of our employees. At Moog, we embrace a continuous improvement approach with regard to our global Environment, Health & Safety ("EHS") culture. All Moog businesses strive to operate in a responsible manner that demonstrates our commitment to the health and safety of our employees, customers, suppliers, communities and the environment. Our commitment will not be compromised. We expect our employees, visitors and service providers to follow our EHS standards and practices. We regularly conduct training for all of our employees and work hard to learn lessons from every incident. Additionally, we measure and review our EHS results continuously in each location.

Employee Engagement and Retention

Moog is deeply committed to continuously evolving into an even better place to work. We're built on a strong foundation of mutual trust and the premise that we must engage with employees at different levels to empower our people, enable progress and align efforts.

Moog employs a variety of mechanisms to collect and respond to feedback from our employees. We conduct a regular employee engagement survey. We also leverage focus groups and listening sessions to solicit feedback. In response to employee feedback and in acknowledgment of the changing landscape brought about by the global pandemic, Moog has been piloting a variety of flexible working arrangements, including remote work and hybrid working schedules. We are implementing these changes in a way that allows our employees to collaborate and innovate in the Moog Way that has made us so successful to date.

We see our positive employee engagement coming through in high levels of employee retention. For the last five years, the average of voluntary attrition has been approximately 6% of our workforce. That is a competitive attrition figure and a testament to Moog being a great place to work.

Leadership Development and Training

At Moog, we believe that the best leaders are the ones who come from within. These leaders learn with us, grow with us, and reach their potential through challenging job and deliberate learning experiences we provide. Moog's leadership development strategy is to aid in the growth of its leaders at the various stages of leadership. At the foundation of these stages is our Moog Values, Moog Leadership Qualities and our Business Strategy and Processes.

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Moog has carefully designed two leadership development programs to improve the effectiveness of our managers. Our Moog Leadership Program is a two-year program designed to expand, develop, support, and sustain high potential leadership throughout the Company. Our Emerging Leadership Program is a nine-month global, cross-group leadership development program. The goal of this program is to accelerate the development of a pool of global, cross-group top talent in order to help meet the demand for important leadership roles throughout our Company. For their specific leadership needs, the operating groups have leadership programs for those emerging leaders as well, the Aircraft Group Leadership Development Program, the Space and Defense Launch Leadership Development Program and the Industrial Group Leadership Pathway. The goal of these programs is to accelerate the development of our talent in order to meet the demands for important leadership roles within the operating groups. Finally, to establish the foundations of leadership, we have our Leading and Coaching People program, which is a two-day course open to all leaders that provides the foundational framework for engaging, empowering, and coaching employees for optimal performance.

In addition to our leadership development programs, Moog has many other valuable development resources available for employees in order to ensure our people have everything they need to succeed both personally and professionally. These resources include a Global Mentoring Program and a Moog Leadership Qualities Library to help give our leaders guidance and support. Moog facilitates these training opportunities and programs through state-of-the-art learning and talent management systems. Our employees are encouraged to take responsibility for their own development and create learning plans that fit their needs and development goals best.

Succession Planning

Each year Moog conducts an extensive talent review across our global enterprise that includes, among other important topics, a review of succession plans for many of our roles. To ensure the long-term continuity of our business, we actively manage the development of talent to fill the roles that are most critical to the on-going success of our Company.

Corporate Social and Environmental Responsibility

Our values, rooted in trust, integrity, and collaboration, lay the foundation for Moog's commitment to grow as a sustainable corporation. As a developer of advanced motion control products, we believe in momentum and our shared responsibility to protect people and the planet now and for generations to come. At Moog, we are committed to:

•Protecting our planet by minimizing our environmental impact.

•Striving to contribute our time, talent, and resources to strengthen the communities where we do business.

•Engaging in ethical practices.

We are committed to a more inclusive, equitable world which is reflected in our corporate culture, work environment, supply chain and community support around the globe.

Currently, we are assessing our environmental, social and governance impact in all of our locations across 25 countries. Among other areas, we are evaluating our direct and indirect greenhouse emissions, how we operate and our effect on stakeholders. This latest available data will help us establish a baseline and set ambitious sustainability goals across the business.

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We're all in this together. Moog and its employees live this mantra with countless initiatives focused on supporting our sustainability strategy and communities. Some recent examples in 2023 of Moog’s “responsibility in action” include:

•See our Sustainability Report and Sustainability Accounting Standards Board (SASB) disclosure at https://www.moog.com/sustainability.html. The content of the Sustainability Report and the Company's website are not, and should not, be deemed to be incorporated by reference in this Form 10-K or otherwise filed with the Securities and Exchange Commission ("SEC").

•We compiled our first global inventory of greenhouse gas emissions starting with fiscal year 2021 and have developed a global Data Collection Procedure and an Inventory Management Plan. Additionally, we have set a goal to reduce our combined Scope 1 and 2 emissions in company operations and plan to communicate this in 2024, it is supported by a strategy and governance controls. We have established baselines from 2022 data for Hazardous Waste and Water consumption, both of which will be subject to goals for improvement.

•We electrified a fleet of Facilities and Operations vehicles at our head quarters, in East Aurora, NY, with more planned.

•We continue to expand our Community giving platform, now available across all UK and US sites, with plans for further expansion internationally in 2024.

•We have developed an East Aurora Campus Biodiversity Plan to nurture the 300 acres of land we own in Western New York.

Business Ethics

Moog is fully dedicated to conducting ourselves by the letter and in the spirit of the many laws and standards that apply to our business. Ethics are deeply embedded in our values and business processes. We regularly re-enforce our commitment to ethics and integrity in employee communications, in our everyday actions and in processes and controls. As a part of our on-going efforts to ensure our employees conduct business with the highest levels of ethics and integrity, Moog has compliance training programs in multiple languages. We also maintain two ethics related hotlines, through which individuals can anonymously raise concerns they have about business behavior they do not feel comfortable discussing personally with business operations managers or human resources personnel. The Company's general confidential ethics hotline is administered by internal company counsel designated as Moog's ethics advocate. In addition, we maintain a separate hotline for cases wherein an employee believes that the Company's financial statements are materially misstated as a result of intentional acts or material weaknesses in the systems of internal control. This hotline is administered by the Company's Corporate Secretary.

Customers. Our principal customers are Original Equipment Manufacturers ("OEMs") and end users for whom we provide aftermarket support. Aerospace and defense OEM customers collectively represented 58% of 2023 sales. The majority of these sales are to a small number of large companies. Due to the long-term nature of many of the programs, many of our relationships with aerospace and defense OEM customers are based on long-term agreements. Our industrial market sales, which represented 30% of 2023 sales, are to a wide range of global customers and are normally based on lead times of 90 days or less. We also provide aftermarket support, consisting of spare and replacement parts and repair and overhaul services, for all of our products. Our major aftermarket customers are the U.S. Government and commercial airlines. In 2023, aftermarket sales accounted for 13% of total sales.

Our significant customers include tier one, large U.S. Government contractors and system integrators and are primarily within our Aircraft Controls and Space and Defense Controls segments. Net sales to our five largest customers represented approximately 32% of our 2023 sales.

All U.S. Government contracts are subject to termination by the U.S. Government. In 2023, sales under U.S. Government contracts represented 39% of total sales and were primarily within our Aircraft Controls and Space and Defense Controls segments.

See Item 1A, Risk Factors and Note 22 – Segments, of Item 8, Financial Statements and Supplementary Data, of this report for additional information on U.S. Government contracts and customers accounting for more than 10% of our net sales.

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International Operations. Our operations outside the U.S. are conducted primarily through wholly-owned foreign subsidiaries and are located predominantly in Europe and the Asia-Pacific region. See Note 22 - Segments, of Item 8, Financial Statements and Supplementary Data of this report for information regarding sales by geographic area and Exhibit 21 of Item 15, Exhibits and Financial Statement Schedules of this report for a list of subsidiaries. Our international operations are subject to the usual risks inherent in international trade, including currency fluctuations, local government contracting regulations, local governmental restrictions on foreign investment and repatriation of profits, exchange controls, regulation of the import and distribution of foreign goods, as well as changing economic and social conditions in countries in which our operations are conducted.

Environmental Matters. See the discussion in Note 24 - Commitments and Contingencies, of Item 8, Financial Statements and Supplementary Data, of this report.

Website Access to Information. Our internet address is www.moog.com. The information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the SEC. We make our annual reports on Form 10‑K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports, available on the investor relations portion of our website. The reports are free of charge and are available as soon as reasonably practicable after they are filed with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including Moog.

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Information about our Executive Officers. Other than the prior positions noted in the table below, the principal occupations of our executive officers for the past five years is the current positions they hold.

Executive Officers	Current Position	Prior Positions	Age	Year First<br><br>Elected Officer
Pat Roche	Chief Executive Officer and Director	On February 2, 2023, Pat Roche was named Chief Executive Officer. Previously, he served as Executive Vice President and Chief Operating Officer, a position he held since December 1, 2021. Prior to that, he served as Group Vice President and President, Industrial Group, positions he held since 2012.	60	2012
Mark J. Trabert	Executive Vice President and Chief Operating Officer	On March 1, 2023, Mark J. Trabert was named Executive Vice President and Chief Operating Officer. Previously, he served as Vice President and President, Aircraft a position he held since 2015.	64	2015
Jennifer Walter	Vice President and Chief Financial Officer	On January 2, 2020 Jennifer Walter was named Chief Financial Officer. Previously, she was Vice President - Finance, a position she held since 2018.	52	2008
Joseph Alfieri	Vice President and President, Space and Defense	On March 1, 2023, Joseph Alfieri was named Vice President and President, Space and Defense. Previously, he served as General Manager, Moog Construction, a position he held since 2021. Prior to that, he served as General Manager, Commercial Aircraft Original Equipment since 2018.	41	2023
Maureen M. Athoe	Vice President	On February 28, 2023, Maureen Athoe retired as President, Space and Defense, while continuing to serve as Vice President.	65	2015
Mark Graczyk	Vice President and President, Military Aircraft	On March 1, 2023, Mark Graczyk was named Vice President and President, Military Aircraft. Previously, he served as Chief Business Officer, Aircraft, a position he held since 2022. Prior to that, he served as General Manager, Industrial Controls since 2021 and Finance Director, Aircraft, since 2017.	40	2023
Stuart Mclachlan	Vice President	On December 1, 2021, Stuart Mclachlan was named Vice President and President, Industrial Group. Previously, he was Group Vice President and Chief Business Officer to the Aircraft Group, a position he held since 2019. Prior to that, he served as Group Vice President for Aircraft Control Components.	52	2022
Michael Schaff	Vice President and President, Commercial Aircraft	On March 1, 2023, Michael Schaff was named Vice President and President, Commercial Aircraft. Previously, he served as General Manager, Commercial Aircraft Original Equipment since 2021. Prior to that, he served as Finance Director, Space and Defense since 2017.	52	2023
Paul Wilkinson	Vice President		43	2017

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Disclosure Regarding Forward-Looking Statements

Information included or incorporated by reference in this report that does not consist of historical facts, including statements accompanied by or containing words such as “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume” and “assume,” are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. Certain of these factors, risks and uncertainties are discussed in the sections of this report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. We disclaim any obligation to update the forward-looking statements made in this report, except as required by law.

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Item 1A.	Risk Factors.

Our business, financial condition and results of operations face many risks, many of which are not exclusively within our control. The known, material risks to our business summarized below should be carefully considered together with all of the other information included in this report, including the financial statements and related notes. Any of the risks discussed below, elsewhere in this report or in our other SEC filings could have a material impact on our business, financial condition or results of operations. Although the risks summarized below are organized by heading, and each risk is summarized separately, many of the risks are interrelated. While we believe we have identified and discussed below the material risks affecting our business, there may be additional risks and uncertainties not currently known to us or that we currently consider immaterial that may materially adversely affect our business, financial condition or results of operations in the future and may require significant management time and attention.

STRATEGIC RISKS

We operate in highly competitive markets with competitors who may have greater resources than we possess. Many of our products are sold in highly competitive markets. Some of our competitors, especially in our industrial markets and medical markets, are larger, more diversified and have greater financial, marketing, production and research and development resources. Within the aerospace and defense industries, suppliers have consolidated to widen their product offerings and to secure long-term sole-source positions. As a result, these competitors may be better able to withstand the effects of periodic economic downturns. Our sales and operating margins will be negatively impacted if our competitors:

•develop products that are superior to our products,

•develop products of comparable quality and performance that are more competitively priced than our products,

•develop more efficient and effective manufacturing methods for their products and services, or

•adapt more quickly than we do to technological innovations or evolving customer requirements.

We believe that the principal points of competition in our markets are product quality, reliability, design and engineering capabilities, price, innovation, conformity to customers' specifications, timeliness of delivery, effectiveness of the distribution organization and quality of support after the sale. Maintaining or improving our competitive position requires continued investment in manufacturing, engineering, quality standards, marketing, customer service and support and our distribution networks. If we do not maintain sufficient resources to make these investments, are not successful in meeting our quality or delivery standards or are not successful in maintaining our competitive position, we could face pricing pressures or loss in market share, causing our operations and financial performance to suffer.

Our research and development and innovation efforts are substantial and may not be successful, which could reduce our sales and earnings. Our products and technological capabilities have undergone, and in the future may undergo, significant changes. In order to maintain a leadership position in the high-performance, precision controls market in the future, we have incurred, and we expect to continue to incur, substantial expenses associated with research and development and innovation activities during the introduction of new products. Our technology has been developed through customer-funded and internally-funded research and development investments, as well as through business acquisitions. If we fail to predict customers' preferences, market preferences or fail to provide viable technological solutions, we may experience inefficiencies that could delay or prevent the acceptance of new products or product innovations. Also, incurred research and development expenses may exceed our cost estimates and the new products we develop may not generate sales sufficient to offset our investments. Additionally, our competitors may develop technologies or products that have more competitive advantages than ours and render our technology noncompetitive or obsolete.

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If we are unable to adequately enforce and protect our intellectual property or defend against assertions of infringement, our business and our ability to compete could be harmed. Protecting our intellectual property is critical in order to maintain a competitive advantage. We therefore rely on internally developed and acquired patents, trademarks, copyrights, trade secrets, proprietary know-how to establish and protect our technologies and products. However, these measures afford only limited protection, and our patent rights and other intellectual property protections have been in the past, and may be in the future, infringed, misappropriated, misrepresented, copied without authorization, circumvented or invalidated in the U.S. or in foreign countries that do not offer the same level of intellectual property protections. Also, as our patents and other intellectual property protections expire, we may face increased competition. Additionally, we cannot be assured that our existing or planned products do not, or will not, infringe on the intellectual property rights of others or that others will not claim such infringement. When others infringe on our intellectual property rights, the value of our products is diminished, and we have incurred, and may continue to incur, substantial litigation costs to enforce our rights. Litigation related to intellectual property matters has diverted, and may continue to divert, management's focus and resources away from operations. If we are unable to adequately enforce and protect our intellectual property or defend against assertions of infringement, we could face reputational harm and our inability to defend against these scenarios could have an adverse effect on our competitive position, our business operations and financial condition.

Our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or as we conduct portfolio shaping and footprint rationalization initiatives. Acquisitions are an element of our growth strategy as we opportunistically make investments in our businesses. Our historical growth has depended, and our future growth is likely to depend, in part, on our ability to successfully identify, acquire and integrate acquired businesses. We intend to seek additional acquisition opportunities that enhance our core businesses or accelerate our position on our new growth ventures. Growth by acquisition involves risk that could adversely affect our financial condition and operating results. We may not know the potential exposure to unanticipated liabilities, and the acquisition agreements we may enter into may not fully protect us or protect us at all from unanticipated liabilities. Additionally, the expected benefits or synergies might not be fully realized, integrating operations and personnel may be slowed and key employees, suppliers or customers of the acquired business may depart. As a result of our ongoing margin expansion initiatives, we expect to continue to divest assets or businesses, discontinue products or reduce our operating footprint. Under certain circumstances, this may require us to record impairment charges or losses as a result of a transaction. In pursuing acquisition opportunities, integrating acquired businesses or divesting business operations, management's time and attention may be diverted from our core business, while consuming resources and incurring expenses for these activities.

MARKET CONDITION RISKS

The markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate. The markets we serve are sensitive to fluctuations in general business cycles, global pandemics, domestic and foreign governmental tariffs, trade and monetary policies and economic conditions and events. U.S. domestic air travel has recovered from the COVID-19 pandemic, while international travel utilizing widebody aircraft remains slightly below 2019 levels. As such, we believe The Boeing Company, or Boeing, and Airbus will continue to directionally match their widebody aircraft production rates with the reduced, albeit recovering, international air traffic volume, which has lowered their demand for our flight control systems. Also, U.S. Department of Defense and other foreign governments' defense funding levels, driven in part by the current global unrest, can fluctuate and affect our defense and our space programs. Our industrial product demand depends upon several factors including levels of capital investment, the pace of product innovations and technology upgrades, changing economic conditions and the current and forecasted price of oil and natural gas.

We depend heavily on government contracts that may not be fully funded or may be terminated, and the failure to receive funding or the termination of one or more of these contracts could reduce our sales and increase our costs. Sales to the U.S. Government and its prime contractors and subcontractors represent a significant portion of our business. In 2023, sales under U.S. Government contracts represented 39% of our total sales, primarily within Aircraft Controls and Space and Defense Controls. Sales to foreign governments represented 8% of our total sales. Funding for government programs can be structured into a series of individual contracts and depend on cyclical annual congressional appropriations. At times when there are perceived threats to national security, U.S. Defense spending can increase; at other times, defense spending can decrease. Future levels of defense spending are uncertain and subject to congressional debate and spending prioritization. Any reduction in future Department of Defense spending levels could adversely impact our sales, operating profit and our cash flow. We have resources applied to specific government contracts and if any of those contracts are rescheduled or terminated, we may incur substantial costs redeploying those resources.

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The loss of The Boeing Company as a customer or a significant reduction in the sales to The Boeing Company could adversely impact our operating results. We provide Boeing with controls for both military and commercial applications, as well as controls for space and defense applications, which totaled 11% of our 2023 sales. Sales to Boeing's commercial airplane group are generally made under long-term supply agreements. Boeing operates in a competitive environment and continues to evaluate the size, scope and cost of their supplier base. Also, Boeing continues to match their commercial production rates to the resized global air traffic volume and is increasing production rates following the COVID-19 pandemic. In addition, a portion of our sales to Boeing is tied to varying levels of government defense spending, and a reduction in future Department of Defense spending levels could adversely impact our sales, operating profit and cash flow. Furthermore, a loss of Boeing as a customer could materially reduce our sales and earnings.

We may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects. As of September 30, 2023, our total backlog was $5.1 billion, which represents confirmed orders we believe will be recognized as revenue. There is no assurance that our customers will purchase all the orders represented in our backlog. A significant portion of our backlog relates to commercial aircraft programs. We believe Boeing and Airbus will continue to directionally match their widebody aircraft production rates with the resized international air traffic volume. Also, given the uncertain nature of our contracts with the U.S. Government and other foreign governments, in part due to governments' abilities to modify, curtail or terminate major programs, we may not realize the full revenue value of the orders included in our backlog. If this occurs, our future revenue and growth prospects may be adversely affected.

OPERATIONAL RISKS

A constrained supply chain, as well as inflated prices, across various raw materials and third-party provided components and sub-assemblies have had, and could continue to have, a material impact on our ability to manufacture and ship our products, in addition to adversely impacting our operating profit and balance sheet. Constraints in our supply chain due to worldwide demand for electronics and components across several end markets has affected our business. We have experienced and may continue to experience shortages and delays in materials and components necessary in our manufacturing processes, preventing us from completing and shipping our final products on time. As a result of these interruptions and long lead times that may continue, we are selectively purchasing, in advance, certain raw materials and third-party provided components and sub-assemblies that we are concerned might otherwise be delayed. Additionally, the prices for materials and components used in our products has increased, adding additional pressures to our operating margins. We may be unable to raise our prices for our products equal to the increased prices for supplied materials and components, and if our constrained supply chain continues or we otherwise face continued price increases from our suppliers, our operating profit and balance sheet may be negatively impacted.

If our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted. With respect to many of our contracts, we rely on other companies to perform portions of the manufacturing process of our products. While we actively manage our supply chain establishing alternate sources, some business conditions cause us to obtain certain components and sub-assemblies from a single supplier or a limited group of suppliers. There are risks that we may have disputes with our subcontractors regarding the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor, our failure to extend existing task orders or issue new task orders under a subcontract or our hiring of personnel of a subcontractor. A failure by any of our sole-sourced or group of subcontractors to timely and satisfactorily provide the required, defect-free supplies or components, or perform the required services, may materially and adversely impact our ability to perform our obligations as the prime contractor. Subcontractor performance deficiencies could result in a customer terminating our prime contract for default, which could expose us to liability and substantially impair our ability to compete for future orders.

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We face, and may continue to face, risks related to information systems interruptions, intrusions and or new software implementations, which may adversely affect our business operations. We rely extensively on various information technologies throughout our company supporting nearly every business activity. In doing so, we work with sensitive data types including proprietary business information, intellectual property and confidential employee data. Handling and storage of this data, either onsite or managed by authorized third parties, subjects us to privacy, security, or other regulatory requirements, which could, if not handled or stored in compliance with applicable requirements, result in a potential liability. Business operations face risks, and may continue to face risks, due to information system errors, equipment failures, or ever-evolving cyber-attacks. Unauthorized access or tampering via cybersecurity incidents may result in potential data corruption, exposure of proprietary or confidential information and work stoppages. Additionally, we have and expect to incur additional costs to comply with our customers' increased cybersecurity protections and standards, including those of the U.S. Government. We have embarked on multi-year business information system transformation and standardization projects. These endeavors are complex and company-wide, involving new technologies and may introduce risk to our cybersecurity infrastructure. While we are investing significant resources throughout the planning, project managing and deployment processes, unanticipated delays could occur and could adversely affect our financial results. Any of these cybersecurity issues may cause operational stoppages, increased operational costs, fines, penalties and diminished competitive advantages through reputational damages.

We may not be able to prevent, or timely detect, issues with our products and our manufacturing processes which may adversely affect our operations and our earnings. We must continuously improve product development and manufacturing processes and systems to ensure we deliver high-quality, technically advanced products. Due to growth in operations, and our constrained supply chain, there is a risk our current manufacturing processes and systems are unable to maintain our high-quality and on-time delivery standards for our customers. If we are unable to maintain these standards, we could experience late deliveries and penalties, recalls, increased warranty costs, order cancellations and litigation.

The failure or misuse of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages. Defects in the design and manufacture of our products or our subcontractors' products may necessitate a product recall. We include complex system designs and components in our products that could contain errors or defects, particularly when we incorporate new technologies into our products. If any of our products are defective, we could be required to redesign or recall those products, pay substantial damages or warranty claims and face actions by regulatory bodies and government authorities. Such an event could result in significant expenses, delay sales, inflate inventory, cause reputational damage or cause us to withdraw from certain markets. We are also exposed to product liability claims. Many of our products are used in applications where their failure or misuse could result in significant property loss and serious personal injury or death. We carry product liability insurance consistent with industry norms. However, these insurance coverages may not be sufficient to fully cover the payment of any potential claim. A product recall or a product liability claim not covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

FINANCIAL RISKS

We make estimates in accounting for over-time contracts, and changes in these estimates may have significant impacts on our earnings. We have over-time contracts with some of our customers, predominantly in our aerospace and defense markets. We recognize revenue using an input method that uses costs incurred to date to measure progress toward completion ("cost-to-cost"). Changes in these required estimates could have a material adverse effect on sales and profits. Any adjustments are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting. For contracts with anticipated losses at completion, we establish a provision for the entire amount of the estimated remaining loss and charge it against income in the period in which the loss becomes known and can be reasonably estimated. Amounts representing performance incentives, penalties, contract claims or impacts of scope change negotiations are considered in estimating revenues, costs and profits when they can be reliably estimated and realization is considered probable. Due to the substantial judgments involved with this process, our actual results could differ materially or could be settled unfavorably from our estimates. See Note 2 - Revenue from Contracts with Customers of Item 8, Financial Statements and Supplementary Data, of this report.

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We enter into fixed-price contracts, which could subject us to losses if we have cost overruns. In 2023, fixed-price contracts represented 93% of our over-time sales that we account for using the cost-to-cost method. On fixed-price contracts, we agree to perform the scope of work specified in the contract for a predetermined price. Depending on the fixed price negotiated, these contracts may provide us with an opportunity to achieve higher profits based on the relationship between our total contract costs and the contract's fixed price. However, we bear the risk that increased or unexpected costs may reduce our profit or cause us to incur a loss on the contract, which would reduce our net earnings. Although we closely monitor all programs and continuously seek opportunities, in coordination with our customers and suppliers, to mitigate future material impacts on profitability relating to our fixed price contracts, we may be unsuccessful in these efforts and our net earnings may be reduced. Contract loss reserves are most commonly associated with fixed-price contracts that involve the design and development of innovative control systems to meet the customer's specifications.

Our indebtedness and restrictive covenants under our credit facilities and indenture governing our senior notes could limit our operational and financial flexibility. We have incurred significant indebtedness and may incur additional debt as we invest in operations, research and development, capital expenditures and acquisitions. Our ability to make scheduled interest and principal payments could be adversely impacted by changes in the availability, terms and cost of capital, changes in interest rates or changes in our credit ratings or our outlook. These changes could increase our cost of debt, limiting our ability to meet operational and capital needs, delaying our reactions to changes in market conditions and pursuing acquisitions, thereby placing us at a competitive disadvantage. In addition, the restrictive covenants under both our credit facilities and the indenture governing our senior notes could limit our operational and financial flexibility, which could also impact our ability to operate our business.

Significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity and increase our pension funding requirements. Pension costs and obligations are determined using actual results as well as actuarial valuations that involve several assumptions. The most critical assumptions are the discount rate, the long-term expected return on assets and mortality tables. Other assumptions include salary increases and retirement age. Some of these assumptions, such as the discount rate and return on pension assets, are reflective of economic conditions and largely out of our control. Despite our largest pension plan being well funded, changes in the pension assumptions could adversely affect our earnings, equity and funding requirements.

A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth. Goodwill and other intangible assets are a substantial portion of our assets. At September 30, 2023, goodwill was $821 million and other intangible assets were $72 million of our total assets of $3.8 billion. The amount of goodwill and other intangible assets may increase in the future since our growth strategy includes acquisitions. However, we may have to write off all or part of our goodwill or other intangible assets if their value becomes impaired. Although this write-off would be a non-cash charge, it could reduce our earnings and adversely affect our enterprise value or financial condition significantly. We review whether goodwill or other intangible assets have been impaired annually, or more frequently, if there have been changes in circumstances or conditions.

Unforeseen exposure to additional income tax liabilities may affect our operating results. Our distribution of taxable income is subject to domestic and, as a result of our significant manufacturing and sales presence in foreign countries, foreign tax jurisdictions. Our effective tax rate and earnings may be affected by shifts in our mix of earnings in countries with varying statutory tax rates, changes in the valuation of deferred tax assets and outcomes of any audits performed on previous tax returns. Additionally, any alterations to domestic and foreign government tax regulations or interpretations, global minimum taxes or other tax law changes could have significant impacts on our effective tax rate and on our deferred tax assets and liabilities.

LEGAL AND COMPLIANCE RISKS

Contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting standards, and any false claims or non-compliance could subject us to fines, penalties or possible debarment. We are subject to risks associated with government program contracting, including substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by U.S. and foreign government agencies and authorities. The failure to comply with the terms of our government contracts could harm our business reputation. We also could be subject to withheld progress payments or suspension or debarment from future government contracts, which could have a material effect on our operational and financial results.

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Our operations in foreign countries expose us to currency, political and trade risks and adverse changes in local legal and regulatory environments could impact our results of operations. We have significant manufacturing and sales operations in foreign countries. In addition, our domestic operations sell to foreign customers. Our financial results may be adversely affected by fluctuations in foreign currencies and by the translation of the financial statements of our foreign subsidiaries from local currencies into U.S. dollars. Both the sales from international operations and export sales are subject to varying degrees of risks inherent in doing business outside of the U.S. Such risks include the possibility of unfavorable circumstances arising from host country laws, regulations or customs including, but not limited to privacy laws protecting personal data, changes in tariff and trade barriers and import or export licensing requirements. Uncertainty also remains with respect to trade policies and treaties between the U.S. and other countries including China, where we both source products and have customers. Changes to tariffs or other trade restrictions may result in higher prices for new aircraft, which may negatively impact customer order volume, and restrict our future orders. The potential loss of orders could negatively impact our financial results including lower sales, operating profits and cash flow. For our sales mix by country, see Note 22 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

Government regulations could limit our ability to sell our products outside the U.S. and otherwise adversely affect our business. Our failure to obtain, or fully adhere to, the limitations contained in the requisite licenses, meet registration standards or comply with other government export regulations would hinder our ability to generate revenues from the sale of our products outside the U.S. In addition, the U.S. Government has established, and from time to time revises, sanctions that restrict or prohibit U.S. companies and their subsidiaries from doing business with certain foreign countries, entities and individuals. The absence of comparable restrictions on competitors in other countries may adversely affect our competitive position. In order to sell our products in European Union countries, we must satisfy certain technical requirements. If we are unable to comply with those requirements, our sales in Europe would be restricted. Doing business internationally also subjects us to numerous U.S. and foreign laws and regulations, including regulations relating to import-export control, technology transfer restrictions, anti-bribery, privacy regulations and anti-boycott provisions. From time to time, we have in the past filed, and may in the future file, voluntary disclosure reports with the U.S. Department of State and the Department of Commerce regarding certain violations of U.S. export laws and regulations discovered by us in the course of our business activities, employee training or internal reviews and audits. To date, our voluntary disclosures have not resulted in a fine, penalty, or export privilege denial or restriction that has materially impacted our financial condition or ability to export. Our failure, or failure by an authorized agent or representative that is attributable to us, to comply with these laws and regulations could result in administrative, civil or criminal liabilities. In the extreme case, these failures could result in financial penalties, suspension or debarment from government contracts or suspension of our export privileges, which could have a material adverse effect on us. For our sales mix by country, see Note 22 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

We are involved in various legal proceedings, the outcome of which may be unfavorable to us. Our business may be adversely impacted by the outcome of legal proceedings and other contingencies that cannot be predicted with certainty. We estimate loss contingencies and establish reserves based on our assessment when liability is deemed probable and reasonably estimable given the facts and circumstances known to us at a particular point in time. Subsequent developments may affect our assessment and estimates of the loss contingencies recognized as liabilities.

Our operations are subject to environmental laws and complying with those laws may cause us to incur significant costs. Our operations and facilities are subject to numerous stringent environmental laws and regulations. Although we believe that we are in material compliance with these laws and regulations, future changes in these laws, regulations or interpretations of them, or changes in the nature of our operations may require us to make significant capital expenditures to ensure compliance. We have been, and are currently involved in, environmental remediation activities. The cost of these activities may become significant depending on the discovery of additional environmental exposures at sites that we currently own or operate, at sites that we formerly owned or operated, or at sites to which we have sent hazardous substances or wastes for treatment, recycling or disposal.

We may face reputational, regulatory or financial risks from a perceived, or an actual, failure to achieve our sustainability goals. The increased focus on sustainability practices and disclosures is rapidly evolving, as is the criteria to measure our sustainability performance; both of which could result in greater expectations and may cause us to undertake costly initiatives to satisfy the evolving criteria. As we advance our sustainable business model, we are pursuing programs that we believe will improve our environmental practices, social engagement and how we govern ourselves. We periodically publish information about our sustainability goals, standards and frameworks. Achievement of these objectives is subject to risks and uncertainties, many of which are outside of our direct control, and it is possible we may fail, or be perceived to have failed, in the achievement of our sustainability goals. Also, certain customers, associates, shareholders, investors, suppliers, business partners, government agencies and non-governmental organizations may not be satisfied with our sustainability efforts. A failure or perceived failure of our sustainability goals could negatively affect our reputation and our results of operations.

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The recently received invalidation of our facility security clearance by the U.S. Defense Counterintelligence and Security Agency (DCSA) could impact potential future business as well as adversely affect our operating results. The DCSA requires facility security clearance to bid and perform on classified contracts for the Department of Defense and other agencies of the U.S. government. On September 8, 2023, the DCSA notified us in writing that our existing facility security clearance has been “invalidated” on the basis that our Senior Management Official, Chief Executive Officer Pat Roche, is not a U.S. citizen. Until a mitigation plan approved by the DCSA is in place, we will not be able to enter new contracts that require a facility security clearance. While we expect to obtain approval from DCSA for our mitigation plan, there are no assurances that it will be approved in a timely manner or approved at all. Furthermore, the DCSA may require that we comply with additional, or currently unforeseen conditions or obligations, as part of the mitigation plan, which may adversely impact our business or operations. We expect that the mitigation measure will involve creating a subsidiary with an organizational structure and procedures to ensure the protection of classified information. The inability to enter into new contracts that require a facility security clearance until the mitigation plan is implemented, the unknown timeline and additional costs we may incur to satisfy the mitigation plan and the diversion of management's focus and resources away from operations and towards matters related to the mitigation plan could adversely affect our business, sales, operating profit and cash flow.

GENERAL RISKS

Future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business. Terror attacks, war or other civil disturbances, natural disasters and other catastrophic events could lead to economic instability and decreased demand for commercial products, which could negatively impact our business, financial condition, results of operations and cash flows. From time to time, terrorist attacks worldwide have caused instability in global financial markets and in the aviation industry. Also, our facilities and suppliers are located throughout the world and could be subject to damage from fires, floods, earthquakes or other natural or man-made disasters. Although we carry third party property insurance covering these and other risks, our inability to meet customers' schedules as a result of a catastrophe may result in the loss of customers or significantly increase costs, including penalty claims under customer contracts.

Our performance could suffer if we cannot maintain our culture as well as attract, retain and engage our employees. We believe our culture is our strongest asset and is the foundation of our business. Our culture focuses on trust, respect, collaboration, confidence and empowerment. Our strong culture allows us to recruit and retain top-level talent. We also believe our employees and our experienced leadership group are competitive advantages, as the best people, over time, produce the best results. If we are unable to carry these values forward by not attracting the most talented candidates, by not retaining and engaging our global workforce including our senior management team, or by not investing in their talent and personal development, our operational and financial performances could suffer

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Item 1B.	Unresolved Staff Comments.

None.

Item 2.	Properties.

On September 30, 2023, we occupied 5,532,000 square feet of space, distributed by segment as follows:

	Square Feet
	Owned	Leased	Total
Aircraft Controls	1,481,000	394,000	1,875,000
Space and Defense Controls	1,107,000	486,000	1,593,000
Industrial Systems	1,388,000	656,000	2,044,000
Corporate Headquarters	20,000	—	20,000
Total	3,996,000	1,536,000	5,532,000

We have principal manufacturing facilities in the U.S. and countries throughout the world in the following locations:

•Aircraft Controls - U.S., Philippines, United Kingdom and Ireland.

•Space and Defense Controls - U.S., Ireland, United Kingdom and Australia.

•Industrial Systems - U.S., Germany, Italy, Japan, India, Czech Republic, China, Costa Rica, Netherlands, Luxembourg, Canada, Lithuania, United Kingdom and Philippines.

Our corporate headquarters is located in East Aurora, New York.

We believe that our properties have been adequately maintained, are generally in good condition and will be able to accommodate our capacity needs to meet current levels of demand. We continuously review our anticipated requirements for facilities and on the basis of that review, may from time to time acquire additional facilities, expand or dispose of existing facilities. Leases for our properties expire at various times from 2024 through 2093. Upon the expiration of our current leases, we believe that we will be able to either secure renewal terms or enter into leases for alternative locations at market terms.

Item 3.	Legal Proceedings.

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

Item 4.	Mine Safety Disclosures.

Not applicable.

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PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our two classes of common shares, Class A common stock and Class B common stock, are traded on the New York Stock Exchange ("NYSE") under the ticker symbols MOG.A and MOG.B.

The number of registered shareholders of our Class A common stock and Class B common stock was 517 and 296, respectively, as of November 6, 2023.

The following table summarizes our purchases of our common stock for the quarter ended September 30, 2023.

Issuer Purchases of Equity Securities

Period	(a) Total<br>Number of<br>Shares<br>Purchased<br>(1)(2)	(b) Average<br>Price Paid<br>Per Share		(c) Total Number<br>of Shares<br>Purchased as<br>Part of Publicly<br>Announced  Plans<br>or Programs (3)	(d) Maximum<br>Number<br>(or Approx.<br>Dollar Value) of<br>Shares that May<br>Yet Be Purchased<br>Under Plans or<br>Programs (3)
July 2, 2023 - July 29, 2023	68,962	$	106.13	—	2,172,081
July 30, 2023 - September 2, 2023	19,316	113.77		—	2,172,081
September 3, 2023 - September 30, 2023	12,823	114.12		—	2,172,081
Total	101,101	$	108.60	—	2,172,081

(1)Reflects purchases by the Moog Inc. Stock Employee Compensation Trust Agreement ("SECT") of shares of Class B common stock from the Moog Inc. Retirement Savings Plan ("RSP") and the Employee Stock Purchase Plan ("ESPP") as follows: 13,010 shares at $108.54 during July; 18,324 shares at $113.70 during August and 11,538 shares at $113.57 during September.

(2)In connection with the exercise of equity-based compensation awards, we accept delivery of shares to pay for the exercise price and withhold shares for tax withholding obligations. In July, we accepted delivery of 765 Class A shares at $109.57 and 300 Class B shares at $112.06; In August, we accepted delivery of 88 Class A shares at $108.56 and 408 Class B shares at $116.16; In September, we accepted delivery of 1,236 Class A shares at $119.42 and 18 Class B shares at $110.78. In connection with the issuance of equity-based awards and shares to the ESPP, we purchased 54,887 Class B shares at $105.47 in July, 496 Class B shares at $115.43 in August and 31 Class B shares at $112.16 in September from the SECT.

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

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Performance Graph

The following graph and tables show the performance of the Company's Class A common stock compared to the NYSE Composite-Total Return Index and the S&P Aerospace & Defense Index for a $100 investment made on September 30, 2018, including reinvestment of any dividends.

	9/18		9/19		9/20		9/21		9/22		9/23
Moog Inc. - Class A Common Stock	$	100.00	$	95.49	$	75.50	$	91.73	$	85.77	$	139.24
NYSE Composite - Total Return Index	100.00		102.03		102.17		132.70		113.35		132.78
S&P Aerospace & Defense Index	100.00		106.51		76.39		99.00		93.40		103.90
Item 6.	Reserved.
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Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes appearing elsewhere in this report.

This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Risk Factors” in Item 1A of this report.

OVERVIEW

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

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

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

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

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

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

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

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

We operate under three segments, Aircraft Controls, Space and Defense Controls and Industrial Systems. Our principal manufacturing facilities are located in the U.S., Philippines, United Kingdom, Germany, Italy, Costa Rica, China, Netherlands, Luxembourg, Japan, Czech Republic, Canada, India and Lithuania.

Under ASC 606, 64% of revenue was recognized over time for the year ended September 30, 2023, using the cost-to-cost method of accounting. 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. In addition, many of our large commercial contracts qualify for over-time accounting as our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed to date.

For the year ended September 30, 2023, 36% of revenue was recognized at the point in time control transferred to the customer. This method of revenue recognition is used most frequently in Industrial Systems. We use this method for commercial contracts in which the asset being created has an alternative use. We determine the point in time control transfers to the customer by weighing the five indicators provided by ASC 606. When control has transferred to the customer, profit is generated as cost of sales is recorded and as revenue is recognized.

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

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

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

•utilizing 80/20 processes to create, deliver and capture value,

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

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

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

•investing in automation and technologies to improve business operations.

We focus on improving shareholder value through strategic revenue growth, both organic and acquired, through improving operating efficiencies and manufacturing initiatives and through utilizing low cost manufacturing facilities without compromising quality. Historically, we have taken a balanced approach to capital deployment in order to maximize shareholder returns over the long term. These activities have included strategic acquisitions, share buybacks and dividend payments. Today, we believe we can create long term value for our shareholders by continuing to invest in our business through both capital expenditures, as well as investments in new market opportunities. We will also continue exploring opportunities to make strategic acquisitions and return capital to shareholders.

Acquisitions and Divestitures

All of our acquisitions are accounted for under the purchase method and, accordingly, the operating results for the acquired companies are included in the Consolidated Statements of Earnings from the respective dates of acquisition. Under purchase accounting, we record assets and liabilities at fair value and such amounts are reflected in the respective captions on the Consolidated Balance Sheets. The purchase price described for each acquisition below is net of any cash acquired, includes debt issued or assumed and the fair value of contingent consideration.

Acquisitions

On February 21, 2022, we acquired TEAM Accessories Limited ("TEAM") based in Dublin, Ireland for a purchase price of $14 million, consisting of $12 million in cash and contingent consideration with an initial fair value of $3 million. TEAM specializes in Maintenance, Report and Overhaul ("MRO") of engine and airframe components. This operation is included in our Aircraft Controls segment. TEAM has been rebranded as Moog MRO Services as of July 1, 2023.

Divestitures

On September 30, 2022, we sold a sonar business based in the United Kingdom previously included in our Industrial Systems segment. We received net proceeds of $13 million and recorded a loss of $15 million, net of transaction costs. The loss is subject to adjustments associated with amounts currently held in escrow.

On September 20, 2022, we sold assets of a security business based in Northbrook, Illinois previously included in our Space and Defense Controls segment. We received net proceeds of $10 million and recorded a loss of $4 million, net of transaction costs.

On December 3, 2021, we sold the assets of our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Aircraft Controls segment. We have cumulatively received net proceeds of $37 million and recorded a gain of $15 million, net of transaction costs. The initial gain recorded was reduced in 2023 by the recording of a reserve against the escrow receivable, which remains subject to adjustment until settlement.

For further information, refer to Note 3 - Acquisitions and Divestitures, of Item 8, Financial Statements and Supplementary Data, of this report.

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Equity Method Investments and Joint Ventures

We use the equity method of accounting to record investments and operating results of those investments in which we do not have a controlling interest, however we do have the ability to exercise significant influence over operations. We held the following equity method investments and joint ventures as of the year ended September 30, 2023.

Moog Aircraft Services Asia ("MASA") is a joint venture included in our Aircraft Controls segment in which we currently hold a 51% ownership share.

We hold a 20% ownership interest in NOVI LLC ("NOVI") that is included in our Space and Defense Controls segment.

Suffolk Technologies Fund 1, L.P., is a limited partnership included in our Industrial Systems segment.

Hybrid Motion Solutions (“HMS”) is a joint venture in our Industrial Systems segment in which we hold a 50% ownership interest.

Investments in, and the operating results of, entities in which we do not have a controlling financial interest or the ability to exercise significant influence over the operations are accounted for using the cost method of accounting, which are included in Other assets in the Consolidated Balance Sheets.

For further information, refer to Note 9 - Equity Method Investments and Joint Ventures, of Item 8, Financial Statements and Supplementary Data, of this report.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported. These estimates, assumptions and judgments are affected by our application of accounting policies, which are discussed in Note 1 - Summary of Significant Accounting Policies, of Item 8, Financial Statements and Supplementary Data, of this report. We believe the accounting policies discussed below are the most critical in understanding and evaluating our financial results. These critical accounting policies have been reviewed with the Audit Committee of our Board of Directors.

Revenue Recognition on Over-Time Contracts

We recognize revenue from contracts with customers using the five-step model prescribed in ASC 606. For contracts that qualify for over time treatment, we recognize revenue as control of the promised goods or services is being transferred to the customer. This is accomplished by using the cost-to-cost method of accounting, which measures progress 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 this 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. Revenue recognized using the cost-to-cost method of accounting over time for the year ended September 30, 2023 was 64% of total revenue. Revenue and cost estimates for substantially all over-time contract performance obligations are reviewed and updated quarterly. For further information, refer to Note 2 - Revenue from Contracts with Customers and Note 22 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

Contract Reserves

At September 30, 2023, we had contract reserves of $45 million. Contract reserves are comprised of contract loss reserves, recall reserves, and contract-related reserves. Contract loss reserves are recorded for open contracts where it is anticipated that contract costs will be greater than contract income and are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations that are treated as period expenses. 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 reserves are recorded for other reasons, such as delivery issues outside of the ordinary scope of the contract. For all three types of reserves, a provision for the entire amount of the loss is charged against income in the period in which the loss becomes known and can be reasonably estimated by management. For further information, refer to Note 2 - Revenue from Contracts with Customers, of Item 8, Financial Statements and Supplementary Data, of this report.

Reserves for Inventory Valuation

At September 30, 2023, we had net inventories of $724 million, or 36% of current assets. Reserves for inventory were $142 million, or 16% of gross inventories. Inventories are stated at the lower of cost or net realizable value with cost determined primarily on the first-in, first-out method of valuation.

We record valuation reserves to provide for slow-moving or obsolete inventory by principally using a formula-based method that increases the valuation reserve as the inventory ages. We also take specific circumstances into consideration. We consider overall inventory levels in relation to firm customer backlog in addition to forecasted demand including aftermarket sales. Changes in these and other factors, such as low demand and technological obsolescence, could cause us to increase our reserves for inventory valuation, which would negatively impact our gross margin. As we record provisions within cost of sales to increase inventory valuation reserves, we establish a new, lower cost basis for the inventory.

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Reviews for Impairment of Goodwill

At September 30, 2023, we had $821 million of goodwill, or 22% of total assets. We test goodwill for impairment for each of our reporting units at least annually, during our fourth quarter, and whenever events occur or circumstances change, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. We also test goodwill for impairment when there is a change in reporting units.

We identify our reporting units by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components. We aggregate certain components based upon an evaluation of the facts and circumstances, including the nature of products and services and the extent of shared assets and resources. As a result, we have four reporting units.

Companies may perform a qualitative assessment as the initial step in the annual goodwill impairment testing process for all or selected reporting units. Companies are also allowed to bypass the qualitative analysis and perform a quantitative analysis if desired. Economic uncertainties and the length of time from the calculation of a baseline fair value are factors that we consider in determining whether to perform a quantitative test.

When we evaluate the potential for goodwill impairment using a qualitative assessment, we consider factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel and overall financial performance. 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 two-step impairment test.

Quantitative testing first requires a comparison of the fair value of each reporting unit to its carrying value. We principally 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 discount rate. Management projects revenue growth rates, operating margins and cash flows based on each reporting unit's current business, expected developments and operational strategies typically over a five-year period. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and any loss must be measured.

In measuring 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's goodwill exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to that excess.

The determination of our assumptions is subjective and requires significant estimation. Changes in these estimates and assumptions could materially affect the results of our reviews for impairment of goodwill.

For our annual test of goodwill for impairment in 2023, we performed a qualitative assessment for each of our four reporting units.

We evaluated the potential for goodwill impairment by considering macroeconomic conditions, industry and market conditions, cost factors, both current and future expected financial performance, and relevant entity-specific events for each of the reporting units. We also considered our overall market performance discretely as well as in relation to our peers. The results of our qualitative assessment indicated that is more likely than not that the fair value of each of the reporting units exceed its carrying value; and therefore, a quantitative two-step impairment test was not necessary and goodwill was not impaired.

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Reviews for Impairment of Long-Lived Assets

Long-lived assets held for use, which primarily includes finite-lived intangible assets, property, plant and equipment and right-of-use assets, are evaluated for impairment whenever events or circumstances indicate that the undiscounted net cash flows to be generated by their use over their expected useful lives and eventual disposition are less than their carrying value. The long-term nature of these assets requires the estimation of their cash inflows and outflows several years into the future and only takes into consideration technological advances known at the time of the impairment test. For further information, refer to Note 6 - Property, Plant and Equipment and Note 8 - Goodwill and Intangible Assets, of Item 8, Financial Statements and Supplementary Data, of this report.

Pension Assumptions

We maintain various defined benefit pension plans covering employees at certain locations. In 2023, pension expense for all defined benefit plans, which includes the postretirement benefit plan, was $40 million. For further information, refer to Note 15 - Employee Benefit Plans, of Item 8, Financial Statements and Supplementary Data, of this report. Pension obligations and the related costs are determined using actuarial valuations that involve several assumptions. The most critical assumptions are the discount rate, the long-term expected return on assets and mortality rates. Other assumptions include salary increases and retirement age.

We use the spot rate approach to estimate the service and interest cost components of the net periodic benefit cost for most of our plans. Under this approach the service cost is determined by applying the discount rates along the yield curve to the specific service cost cash flows to determine the present value. The interest cost component is computed by using each assumed discount rate along the curve. The discount rates used in determining expense for the U.S. Employees’ Retirement Plan, our largest plan, in 2023 were 5.5% for service cost and 5.4% for interest cost, compared to 3.3% and 2.7%, respectively, in 2022. A 50 basis point decrease in the discount rates would decrease our annual pension expense by $1 million. The discount rates are used to state expected future cash flows at present value. Using a higher discount rate typically decreases the present value of pension obligations and decreases pension expense. We use the Aon Hewitt AA Above Median yield curve to determine the discount rate for our U.S. defined benefit plans at year end. We believe that the Aon Hewitt AA Above Median yield curve best mirrors the yields of bonds that would be selected by management if actions were taken to settle our obligation.

Mortality rates are used to estimate the life expectancy of plan participants during which they are expected to receive benefit payments. We use a modified version of the mortality table and projection scale published by the Society of Actuaries, which reflects improvements consistent with the Social Security Administration, as a basis for our mortality assumptions for our U.S. plans. We believe the use of this modified table and projection scale best reflects our demographics and anticipated plan outcomes.

The long-term expected 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 long-term expected return on assets assumption, we consider our current and target asset allocations. 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 the 2023 expense for our largest plan, we used a 6.5% return on assets assumption, compared to 5.0% for 2022. A 25 basis point decrease in the long-term expected return on assets assumption would increase our annual pension expense by $1 million.

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Income Taxes

Our annual tax rate is based on our earnings before tax by jurisdiction, applicable statutory tax rates, the impacts of permanent differences, tax incentives and tax planning opportunities in the various jurisdictions in which we operate.  Significant judgment is required in determining our annual tax rate and in evaluating our tax positions.

An estimated annual effective tax rate is applied to our quarterly ordinary operating results. For certain significant, unusual or infrequent events, we recognize the tax impact in the quarter in which it occurs.

We record reserves against tax benefits when it’s more likely than not that we will not sustain a position if the appropriate taxing jurisdiction had full information and examined our position. We adjust these reserves when facts and circumstances change, such as when progress is made by taxing authorities in their review of our position. There is a considerable amount of judgment in making these assessments. There were no significant reserves taken in 2023.

Valuation allowances associated with deferred tax assets is another area that requires judgment. We record a valuation allowance to reduce deferred tax assets to the amount of future tax benefit that we believe is more likely than not to be realized. We consider recent earnings projections, allowable tax carryforward periods, tax planning strategies and historical earnings performance to determine the amount of the valuation allowance. Changes in these factors could cause us to adjust our valuation allowance, which would impact our income tax expense when we determine that these factors have changed.

At September 30, 2023, we had gross deferred tax assets of $170 million and deferred tax asset valuation allowances of $6 million. The deferred tax assets principally relate to benefit accruals, inventory obsolescence, tax benefit carryforwards, contract reserves and lease liabilities. The deferred tax assets include $8 million related to tax benefit carryforwards associated with net operating losses and tax credits, for which $6 million of deferred tax asset valuation allowances are recorded. For further information, refer to Note 16 - Income Taxes, of Item 8, Financial Statements and Supplementary Data, of this report.

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CONSOLIDATED RESULTS OF OPERATIONS

The following is a discussion of our results of operations in 2023 compared to 2022. A discussion of our 2022 results of operations compared to 2021 results can be found within Part II, Item 7. Management's Discussion and Analysis within our 2022 Annual Report on Form 10-K, filed with the SEC on November 14, 2022.

										2023 vs. 2022					2022 vs. 2021
(dollars and shares in millions, except per share data)	2023			2022			2021			Variance		% Variance			Variance		% Variance
Net sales	$	3,319		$	3,036		$	2,852			283		9	%		184		6	%
Gross margin	26.9		%	27.0		%	27.2		%
Research and development expenses	$	107		$	110		$	126			(3)		(3	%)		(16)		(13	%)
Selling, general and administrative expenses as a percentage of sales	14.2		%	14.8		%	14.4		%
Interest expense	$	64		$	37		$	34			27		73	%		3		8	%
Asset impairment	$	15		$	18		$	2			(3)		(19	%)		17		n/a
Restructuring expense	$	8		$	10		$	—			(2)		(16	%)		10		n/a
Loss on sale of businesses	$	1		$	3		$	2			(2)		(73	%)		2		118	%
Gain on sale of buildings	$	(10)		$	(9)		$	—			(1)		n/a			(9)		n/a
Pension settlement	$	13		$	—		$	—			13		—	%		—		—	%
Other	$	9		$	1		$	(3)			8		n/a			4		(146	%)
Effective tax rate	20.9		%	23.6		%	22.8		%
Net earnings	$	171		$	155		$	157			16		10	%		(2)		(1	%)
Diluted average common shares outstanding	32			32			32						—	%				(1	%)
Diluted earnings per share	$	5.34		$	4.83		$	4.87			0.51		11	%		(0.04)		(1	%)
Total backlog	$	5,100		$	5,200		$	4,800			(100)		(2	%)		400		9	%
Twelve-month backlog	$	2,400		$	2,300		$	2,100			100		4	%		200		10	%

All values are in US Dollars.

Net sales increased across all of our segments in 2023 compared to 2022. The absence of sales associated with our businesses divested in 2022 decreased sales $36 million. Also, weaker foreign currencies, primarily the British Pound, Chinese Yuan and the Euro relative to the U.S. Dollar, decreased sales $19 million in 2023 relative to 2022. Excluding these effects, sales increased 11% in 2023 compared to 2022.

Gross margin declined slightly in 2023 compared to 2022. Incremental contract charges, primarily in Space and Defense Controls and in Aircraft Controls, offset benefits of pricing initiatives across our three segments.

Research and development expenses in 2023 decreased compared to 2022 due to our prioritization of our engineering activities on funded development programs.

Selling, general and administrative expense as a percentage of sales decreased in 2023 compared to 2022, reflecting the incremental benefit of higher sales volume.

Interest expense in 2023 compared to 2022 increased due to higher interest rates on our outstanding debt balances and due to higher debt levels.

In 2023 and 2022 we incurred charges for various restructuring activities and impairments across all of our segments as we progressed on simplifying our business. In 2023, we incurred $29 million of impairment charges, inventory write-downs and restructuring charges, primarily in Industrial Systems. Additionally in 2023, we benefited from a $10 million gain from the sale of three buildings in Industrial Systems. In 2022 we incurred $31 million from various asset impairments, restructuring expenses and inventory write-down charges across all of our segments. We also incurred $19 million of losses on the sales of businesses in both Space and Defense Controls and in Industrial Systems. These were partially offset by a $16 million gain from the sale of a business in Aircraft Controls and a $9 million gain of the sale of a building in Industrial Systems.

In 2023, we settled $41 million of our projected benefit obligation through a lump sum buyout and incurred a $13 million non-cash pension settlement charge.

Other expense in 2023 increased compared to 2022 due to a $6 million increase in non-service pension expense.

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The effective tax rates in 2023 and 2022 both include benefits of favorable provision to return adjustments for tax credits associated with the respective prior year's tax returns.

The twelve-month backlog at September 30, 2023 increased as compared with the twelve-month backlog at October 1, 2022. Within Aircraft Controls, we had higher orders for both military and commercial OEM programs. The twelve-month backlog also increased in Space and Defense Controls across our defense control programs as well as our space vehicle programs. Partially offsetting these increases was a decline in Industrial Systems' twelve-month backlog due to lower orders across our industrial automation programs.

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SEGMENT RESULTS OF OPERATIONS

Operating profit, as presented below, is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, manpower or profit. Operating profit is reconciled to earnings before income taxes in Note 22 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

Aircraft Controls

										2023 vs. 2022			2022 vs. 2021
(dollars in millions)	2023			2022			2021			Variance	% Variance		Variance	% Variance
Net sales - military aircraft	$	700		$	745		$	782			(6	%)		(5	%)
Net sales - commercial aircraft	689			511			379			178	35	%	132	35	%
	$	1,389		$	1,256		$	1,161			11	%		8	%
Operating profit	$	145		$	124		$	97			17	%		28	%
Operating margin	10.4		%	9.8		%	8.3		%

All values are in US Dollars.

Aircraft Controls' net sales increased in 2023 compared to 2022, as the continued commercial aircraft market recovery was partially offset by lower military sales.

In 2023, sales increased $120 million across all of our commercial OEM programs. Sales increased $35 million across our widebody programs and increased $22 million across our other Boeing and Airbus commercial aircraft programs. Additionally, higher sales volumes for business jets increased sales $27 million. Also in 2023, sales increased $58 million across all of our commercial aftermarket programs. We benefited from higher amounts of spares and repair volume, primarily for the A350 program, as well as the sale of inventory on mature programs that we decided to exit as part of our simplification efforts.

Partially offsetting the commercial increases were sales declines across both our military OEM and aftermarket programs. Sales decreased $30 million in our military OEM programs as lower funded development activities reduced sales $38 million. Partially offsetting the decline was a $13 million increase in sales for the F-35 program. Also, military aftermarket sales decreased $16 million across our programs due to lower repair volume.

Operating margin increased in 2023 compared to 2022. Adjustments in 2023 included $5 million of impairment, inventory write-down and restructuring charges. Adjustments in 2022 included $15 million of impairment and $4 million of restructuring expenses, mostly offset by a $16 million gain associated with the divestiture of our NAVAIDS business. Excluding these charges, the adjusted operating margins in 2023 and 2022 were 10.8% and 10.1%, respectively. The resulting 70 basis-point increase in adjusted operating margin is largely due to the benefits of our pricing and simplification initiatives. Partially offsetting the margin increases were additional charges for military funded development programs.

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Space and Defense Controls

										2023 vs. 2022			2022 vs. 2021
(dollars in millions)	2023			2022			2021			Variance	% Variance			Variance	% Variance
Net sales	$	947		$	872		$	799			9	%			9	%
Operating profit	$	96		$	87		$	88			10	%			(2	%)
Operating margin	10.1		%	10.0		%	11.1		%

All values are in US Dollars.

Space and Defense Controls' net sales increased in 2023 compared to 2022 driven by growing defense demand in both of our markets.

In 2023 sales increased $41 million in our space market due to accelerated activity on satellite avionics and components programs. Within our defense market, sales increased $34 million. Sales increased $40 million on our reconfigurable turret program, which achieved full-rate production in the first quarter of 2023. Also, new defense programs increased sales $10 million. Partially offsetting these increases was the absence of sales from our divested security business.

Operating margin increased slightly in 2023 compared to 2022. In 2023, we incurred $3 million of restructuring and impairment charges. In 2022, we incurred $4 million of restructuring and inventory write-down charges, and incurred a $4 million loss associated with the divestiture of our security business. Excluding these charges, adjusted operating margins were 10.5% and 10.9%, respectively. The resulting decline in adjusted operating margin is due to cost growth on our space vehicle development programs. Mostly offsetting the decline was the incremental margin from higher sales and improved operational performance.

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Industrial Systems

										2023 vs. 2022			2022 vs. 2021
(dollars in millions)	2023			2022			2021			Variance	%  Variance		Variance	%  Variance
Net sales	$	983		$	907		$	892			8	%		2	%
Operating profit	$	102		$	72		$	86			41	%		(16	%)
Operating margin	10.4		%	8.0		%	9.6		%

All values are in US Dollars.

Industrial Systems' net sales increased in 2023 compared to 2022, primarily due to general market recoveries. Weaker foreign currencies, primarily the Chinese Yuan and the Euro relative to the U.S. Dollar, decreased sales $14 million. Also, sales decreased $12 million due to the absence of prior year sales associated with our sonar business that we divested in the fourth quarter of 2022. Excluding the impacts of weaker foreign currencies and the divested sales, the resulting sales increase was 12%.

In 2023 compared to 2022, sales increased across all of our markets. Sales increased $50 million for our industrial automation programs, driven by higher demand for industrial components and core products, and by new orders for our electrified construction vehicles. Sales also increased $25 million in our simulation and test programs due to higher orders for flight simulation products. Additionally, sales increased $11 million in our energy market excluding the lost sales associated with our divested business.

Operating margin increased in 2023 compared to 2022. In 2023, we incurred $13 million of impairment losses and $8 million of restructuring and write-down charges as we continued to simplify our business operations. These charges were offset by a $10 million gain related to the sales of three buildings. In 2022, we incurred a $15 million loss associated with the divestiture of our sonar business and incurred $8 million of restructuring, inventory write-downs and asset impairment charges. These were partially offset by a $9 million gain on the sale of a building. Excluding these impacts, adjusted operating margins were 11.5% and 9.5%, respectively. The resulting increase in adjusted operating margin is primarily due to the benefits of our pricing and simplification initiatives.

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SEGMENT OUTLOOK

							2024 vs. 2023
(dollars in millions)	2024			2023			Variance	%  Variance
Net sales:
Military Aircraft	$	735		$	700			5	%
Commercial Aircraft	785			689			96	14	%
Aircraft Controls	1,520			1,389			131	9	%
Space and Defense Controls	1,015			947			68	7	%
Industrial Systems	915			983			(68)	(7	%)
	$	3,450		$	3,319			4	%
Operating profit:
Military Aircraft	$	85		$	57			48	%
Commercial Aircraft	80			88			(8)	(9	%)
Aircraft Controls	165			145			20	14	%
Space and Defense Controls	137			96			41	43	%
Industrial Systems	113			102			11	11	%
	$	415		$	343			21	%
Operating margin:
Military Aircraft	11.6		%	8.2		%
Commercial Aircraft	10.2		%	12.7		%
Aircraft Controls	10.9		%	10.4		%
Space and Defense Controls	13.5		%	10.1		%
Industrial Systems	12.3		%	10.4		%
	12.0		%	10.3		%
Net earnings	$	220		$	171
Diluted earnings per share	$	6.80		$	5.34

All values are in US Dollars.

2024 Outlook – We expect higher sales in 2024, driven by the continued market recovery in our aerospace and defense markets. However, a slowdown of orders will reduce sales in our industrial market. We also expect operating margin will increase due to the continued benefits of our pricing and simplification initiatives. Partially offsetting the incremental profit is an expected higher interest expense and a higher tax rate. We expect diluted earnings per share will range between $6.60 and $7.00, with a midpoint of $6.80.

2024 Outlook for Military Aircraft Controls – In 2024, we expect sales growth in our OEM programs, in particular sales for the V-280 program. Partially offsetting the increase is an expected sales decline in military aftermarket programs as defense funding shifts from legacy refurbishments to product modernization. We expect operating margin will increase due to having a full year of activity on the V-280 program, and due to lower amounts of charges associated with funded development contracts which are winding down.

2024 Outlook for Commercial Aircraft Controls – In 2024, we expect sales growth to come from our widebody OEM programs as build rates continue to recover. We expect lower sales in commercial aftermarket as the prior year's specials won't repeat, which will also reduce our operating margin in 2024.

2024 Outlook for Space and Defense Controls – In 2024, we expect sales growth across both of our space and defense markets, primarily driven by the increased investment in defense spending. We expect operating margin will increase due to the absence of the prior year's charges associated with our space vehicles development programs.

2024 Outlook for Industrial Systems – In 2024, we expect a decrease in sales due to lower orders in our industrial automation market consistent with macroeconomic indicators for capital spending. We also expect a sales decrease associated with the lost sales associated with our footprint and portfolio initiatives. We expect operating margin will increase due to the benefits of our pricing initiatives and the savings from our simplified operations.

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LIQUIDITY AND CAPITAL RESOURCES

Consolidated Statement of Cash Flows

							2023 vs. 2022			2022 vs. 2021
(dollars in millions)	2023		2022		2021		Variance	% Variance		Variance	% Variance
Net cash provided (used) by:
Operating activities	$	136	$	247	$	293		(45	%)		(16	%)
Investing activities	(163)		(85)		(191)		(78)	91	%	106	(55	%)
Financing activities	(23)		(135)		(87)		112	(83	%)	(48)	55	%

All values are in US Dollars.

Operating activities

Net cash provided by operating activities decreased in 2023 compared to 2022. Accounts receivable used $64 million more of cash, as last year included a $100 million benefit from the Receivables Purchase Agreement program. Also, inventory used $102 million more of cash as all of our segments faced supply chain and labor availability challenges preventing the release of products, especially in the first half of 2023. Partially offsetting the higher use of cash was a $38 million benefit of higher customer advances across our aerospace and defense programs.

Investing activities

Net cash used by investing activities in 2023 included $173 million of capital expenditures, driven by investments in facilities and equipment to accommodate our sales growth, focus our factories and enhance our capabilities through automation. Also, 2023 included $22 million of proceeds from the sales of buildings and businesses.

Net cash used by investing activities in 2022 included $139 million of capital expenditures, as we increased investments in facilities to support our sales growth. Also, 2022 included $12 million for the acquisition of TEAM Accessories. These cash outflows were partially offset by $71 million of proceeds from the sales of two businesses and a building in 2022.

Financing activities

Net cash used by financing activities in 2023 included $26 million of net borrowings on our credit facilities. Partially offsetting the borrowings was a cash use of $34 million for dividend payments.

Net cash used by financing activities in 2022 included $68 million of net payments on our credit facilities. Additionally, financing activities in 2022 included $33 million of cash dividends and $33 million of share repurchases.

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General

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

At September 30, 2023, our cash balances were $69 million, which includes $63 million held outside of the U.S. by foreign operations. We regularly assess our cash needs, including repatriation of foreign earnings which may be subject to regulatory approvals and withholding taxes, where applicable by law.

Financing Arrangements

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

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

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

Our U.S. revolving credit facility, which matures on October 27, 2027, has a capacity of $1.1 billion and also provides an expansion option, which permits us to request an increase of up to $400 million to the credit facility upon satisfaction of certain conditions. The weighted-average interest rate on the outstanding credit facility borrowings was 6.93% and is based on SOFR plus the applicable margin, which was 1.60% at September 30, 2023.

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

The SECT has a revolving credit facility with a borrowing capacity of $35 million, maturing on October 26, 2025. Interest was 7.55% as of September 30, 2023 and is based on SOFR plus a margin of 2.23%.

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

Our Receivables Purchase Agreement, which matures on November 4, 2024, allows the Receivables Subsidiary to sell receivables to the Purchasers in amounts up to a $100 million limit so long as certain conditions are satisfied. The receivables are sold to the Purchasers in consideration for the Purchasers making payments of cash. Each Purchaser’s share of capital accrues yield at a variable rate plus an applicable margin, which totaled 6.32% as of September 30, 2023.

At September 30, 2023, we had $712 million of unused capacity, including $710 million from the U.S. revolving credit facility after considering standby letters of credit and other limitations.

We are in compliance with all covenants under each of our financing arrangements.

See Note 10 - Indebtedness, of Item 8, Financial Statements and Supplementary Data, for additional details regarding our financing arrangements.

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Dividends and Common Stock

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

We are currently paying quarterly cash dividends on our Class A and Class B common stock and expect to continue to do so for the foreseeable future. See the Consolidated Statement of Shareholders Equity and Cash Flows, of Item 8, Financial Statements and Supplementary Data, for additional details regarding our financing arrangements.

The Board of Directors authorized a share repurchase program that permits repurchases for both Class A and Class B common stock, and allows us to buy up to an aggregate 3 million common shares. There are approximately 2.2 million common shares remaining under this authorization. See the Consolidated Statement of Shareholders Equity and Cash Flows, of Part II, Item 8, Financial Information and Part II, Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, of this report for additional details.

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

Off Balance Sheet Arrangements

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

Contractual Obligations and Commercial Commitments

For further information on our contractual obligations and commitments as of September 30, 2023, see the notes referenced below, of Item 8, Financial Statements and Supplementary Data, of this report.

Right-of-use lease liabilities - See Note 7 - Leases, for details on obligations and timing of expected future payments, including a five-year maturity schedule.

Debt Obligations and Interest Payments - See Note 10 - Indebtedness, for details of our debt and timing of expected future principal and interest payments. Our current and long-term interest obligation on fixed-rate debt is $21 million and $68 million, respectively. Interest on variable-rate long-term debt, assuming the rate and outstanding balances do not change from those at September 30, 2023, would be approximately $27 million annually.

Employee Benefit Plans - See Note 15 - Employee Benefit Plans, for details on our obligations and timing of expected future payments under these plans. In 2024, we have no minimum funding requirements. However, we anticipate making contributions to defined benefit pension plans of $14 million, of which approximately $6 million is for a non-qualified U.S. plan. We are unable to determine minimum funding requirements beyond 2024. We have made no discretionary incremental contributions to our defined benefit plans in excess of minimum funding requirements. We do not plan to make additional contributions for the foreseeable future.

Income Taxes - We are unable to determine if and when any unrecognized tax benefits, which are not material, will be settled, nor can we estimate any potential changes to the unrecognized tax benefits. See Note 16 - Income Taxes, for additional details of tax obligations.

Commitments - See Note 24 - Commitments and Contingencies, for additional details.

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ECONOMIC CONDITIONS AND MARKET TRENDS

We operate within the aerospace and defense and industrial markets. Our businesses are facing varying levels of supply chain pressures from the residual impacts of the COVID-19 pandemic.

Our aerospace and defense businesses represented 70% of our 2023 sales. Within the defense market, our programs are directly affected by funding levels, which have recently increased. Our commercial aircraft market, which represented 21% of our 2023 sales, is driven by our customers' growing demand. While domestic travel has recovered, global international travel remains slightly below pre-pandemic levels.

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

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

Aerospace and Defense

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

The defense market is dependent on military spending for development and production programs. We have a growing development program order book for future generation aircraft and turret programs, and we strive to embed our technologies within these high-performance military programs of the future including the Textron Bell V-280 Valor. Aircraft production programs are typically long-term in nature, offering predictable capacity needs and future revenues. We maintain positions on numerous high priority programs, including the Lockheed Martin F-35 Lightning II. The large installed base of our products leads to attractive aftermarket sales and service opportunities. The tactical and strategic missile, missile defense and defense controls markets are dependent on many of the same market conditions as military aircraft, including overall military spending and program funding levels. At times when there are perceived threats to national security, U.S. defense spending can increase; at other times, defense spending can decrease. Future levels of defense spending have increased in the near-term given the current global tensions, and are subject to presidential and congressional approval.

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

The commercial aftermarket is driven by usage and the age of the existing aircraft fleet for passenger and cargo aircraft, which drives the need for maintenance and repairs. We have seen a recovery in the demand volume for our maintenance services and spare parts after the COVID-19 pandemic. During the pandemic, there were very few new A350 and 787 entries into service. These delays have subsequent impacts on our aftermarket revenue, as sales are generated after the warranty period. Therefore, we expect aftermarket sales growth to be modest over the next few years.

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

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Industrial

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

The industrial market we serve with our industrial automation products is influenced by several factors including capital investment levels, the pace of product innovation, economic conditions, cost-reduction efforts, technology upgrades and the subsequent effects of the COVID-19 pandemic. We experience challenges from changing demands from customers that have both surged and reduced their industrial product orders, as our customers are impacted by rapidly changing international and domestic economic conditions.

Our simulation and test products operate in markets that were largely affected by the same factors and investment challenges stemming from the COVID-19 pandemic on our commercial aircraft market. However, we have seen stronger order demand for flight simulation systems as the airline training market recovers in line with domestic and foreign flight hours.

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

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

Foreign Currencies

We are affected by the movement of foreign currencies compared to the U.S. dollar, particularly in Aircraft Controls and Industrial Systems. About one-sixth of our 2023 sales were denominated in foreign currencies. During 2023, average foreign currency rates generally weakened against the U.S. dollar compared to 2022. The translation of the results of our foreign subsidiaries into U.S. dollars decreased sales by $19 million compared to one year ago. During 2022, average foreign currency rates generally weakened against the U.S. dollar compared to 2021. The translation of the results of our foreign subsidiaries into U.S. dollars decreased 2022 sales by $44 million compared to 2021.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 - Summary of Significant Accounting Policies, included in Item 8, Financial Statements and Supplementary Data, of this report for further information regarding Financial Accounting Standards Board issued Accounting Standards Updates ("ASU").

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Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.

In the normal course of business, we are exposed to interest rate risk from our long-term debt and foreign exchange rate risk related to our foreign operations and foreign currency transactions. To manage these risks, we may enter into derivative instruments such as interest rate swaps and foreign currency contracts. We do not hold or issue financial instruments for trading purposes. In 2023, our derivative instruments consisted of foreign currency contracts.

At September 30, 2023, we had $368 million of borrowings subject to variable interest rates. At September 30, 2023, we had no outstanding interest rate swaps. During 2023, our average borrowings subject to variable interest rates were $481 million and, therefore, if interest rates had been one percentage point higher during 2023, our interest expense would have been $5 million higher.

We also enter into forward contracts to reduce fluctuations in foreign currency cash flows related to third party purchases and revenue, intercompany product shipments and to reduce exposure on intercompany balances that are denominated in foreign currencies. We have foreign currency contracts with notional amounts of $122 million outstanding at September 30, 2023 that mature at various times through March 1, 2024. These include notional amounts of $122 million outstanding where the U.S. dollar is one side of the trade. The net fair value of all of our foreign currency contracts involving the U.S. dollar was a $1 million net liability at September 30, 2023. A hypothetical 10% increase in the value of the U.S. dollar against all currencies would decrease the fair value of our foreign currency contracts at September 30, 2023 by approximately $9 million, while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase the fair value of our foreign currency contracts at September 30, 2023 by approximately $11 million. It is important to note that gains and losses indicated in the sensitivity analysis would often be offset by gains and losses on the underlying receivables and payables.

Although the majority of our sales, expenses and cash flows are transacted in U.S. dollars, we have exposure to changes in foreign currency exchange rates such as the Euro and British pound. If average annual foreign exchange rates collectively weakened or strengthened against the U.S. dollar by 10%, our net earnings in 2023 would have decreased or increased by $8 million from foreign currency translation. This sensitivity analysis assumed that each exchange rate would change in the same direction relative to the U.S. dollar and excludes the potential effects that changes in foreign currency exchange rates may have on actual transactions.

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Item 8.	Financial Statements and Supplementary Data.

Consolidated Statements of Earnings

	Fiscal Years Ended
(dollars in thousands, except share and per share data)	September 30, 2023		October 1, 2022		October 2, 2021
Net sales	$	3,319,122	$	3,035,783	$	2,851,993
Cost of sales	2,423,245		2,211,384		2,076,270
Inventory write-down	4,345		3,598		—
Gross profit	891,532		820,801		775,723
Research and development	106,551		109,527		125,528
Selling, general and administrative	469,836		448,531		412,028
Interest	63,578		36,757		33,892
Asset impairment	14,628		18,053		1,500
Restructuring	7,997		9,509		—
Loss on sale of businesses	900		3,346		1,536
Gain on sale of buildings	(10,030)		(9,075)		—
Pension settlement	12,542		—		—
Other	9,478		1,174		(2,535)
Earnings before income taxes	216,052		202,979		203,774
Income taxes	45,054		47,802		46,554
Net earnings	$	170,998	$	155,177	$	157,220
Net earnings per share
Basic	$	5.37	$	4.85	$	4.90
Diluted	$	5.34	$	4.83	$	4.87
Average common shares outstanding
Basic	31,831,687		31,977,482		32,112,589
Diluted	32,044,226		32,117,028		32,297,956

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Comprehensive Income

	Fiscal Years Ended
(dollars in thousands)	September 30,<br>2023		October 1,<br>2022		October 2,<br>2021
Net earnings	$	170,998	$	155,177	$	157,220
Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment	41,538		(89,035)		10,005
Retirement liability adjustment	11,626		27,979		30,443
Change in accumulated loss (income) on derivatives	3,269		(2,426)		(2,555)
Other comprehensive income (loss), net of tax	56,433		(63,482)		37,893
Comprehensive income	$	227,431	$	91,695	$	195,113

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Balance Sheets

(dollars in thousands, except per share data)		October 1, 2022
ASSETS
Current assets
Cash and cash equivalents	68,959	$	101,990
Restricted cash		15,338
Receivables, net		375,502
Unbilled receivables		614,760
Inventories, net		588,466
Prepaid expenses and other current assets		60,349
Total current assets		1,756,405
Property, plant and equipment, net		668,908
Operating lease right-of-use assets		69,072
Goodwill		805,320
Intangible assets, net		85,410
Deferred income taxes		8,630
Other assets		38,096
Total assets	3,808,036	$	3,431,841
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current installments of long-term debt	—	$	916
Accounts payable		232,104
Accrued compensation		93,141
Contract advances and progress billings		296,899
Accrued liabilities and other		215,376
Total current liabilities		838,436
Long-term debt, excluding current installments		836,872
Long-term pension and retirement obligations		140,602
Deferred income taxes		63,527
Other long-term liabilities		115,591
Total liabilities		1,995,028
Shareholders’ equity
Common stock - par value 1.00
Class A - Authorized 100,000,000 shares		43,807
Issued 43,822,344 and outstanding 28,739,299 shares at September 30, 2023
Issued 43,806,835 and outstanding 28,767,243 shares at October 1, 2022
Class B - Authorized 20,000,000 shares. Convertible to Class A on a one-for-one basis		7,473
Issued 7,457,369 and outstanding 3,142,226 shares at September 30, 2023
Issued 7,472,878 and outstanding 3,014,475 shares at October 1, 2022
Additional paid-in capital		516,123
Retained earnings		2,360,055
Treasury shares		(1,047,012)
Stock Employee Compensation Trust		(73,602)
Supplemental Retirement Plan Trust		(58,989)
Accumulated other comprehensive loss		(311,042)
Total shareholders’ equity		1,436,813
Total liabilities and shareholders’ equity	3,808,036	$	3,431,841

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Shareholders’ Equity

	Fiscal Years Ended
(dollars in thousands)	September 30, 2023		October 1, 2022		October 2, 2021
COMMON STOCK
Beginning and end of year	$	51,280	$	51,280	$	51,280
ADDITIONAL PAID-IN CAPITAL
Beginning of year	516,123		509,622		472,645
Issuance of treasury shares	7,852		11,570		7,478
Equity-based compensation expense	8,119		7,460		6,859
Adjustment to market - SECT and SERP	76,176		(12,529)		22,640
End of year	608,270		516,123		509,622
RETAINED EARNINGS
Beginning of year	2,360,055		2,237,848		2,112,734
Net earnings	170,998		155,177		157,220
Dividends (1)	(34,074)		(32,970)		(32,106)
End of year	2,496,979		2,360,055		2,237,848
TREASURY SHARES AT COST
Beginning of year	(1,047,012)		(1,007,506)		(990,783)
Class A and B shares issued related to compensation	16,107		11,326		14,139
Class A and B shares purchased	(27,033)		(50,832)		(30,862)
End of year	(1,057,938)		(1,047,012)		(1,007,506)
STOCK EMPLOYEE COMPENSATION TRUST ("SECT")
Beginning of year	(73,602)		(79,776)		(64,242)
Issuance of shares	15,713		13,250		679
Purchase of shares	(14,841)		(14,830)		(4,239)
Adjustment to market	(42,039)		7,754		(11,974)
End of year	(114,769)		(73,602)		(79,776)
SUPPLEMENTAL RETIREMENT PLAN ("SERP") TRUST
Beginning of year	(58,989)		(63,764)		(53,098)
Adjustment to market	(34,137)		4,775		(10,666)
End of year	(93,126)		(58,989)		(63,764)
ACCUMULATED OTHER COMPREHENSIVE LOSS
Beginning of year	(311,042)		(247,560)		(285,453)
Other comprehensive income (loss)	56,433		(63,482)		37,893
End of year	(254,609)		(311,042)		(247,560)
TOTAL SHAREHOLDERS’ EQUITY	$	1,636,087	$	1,436,813	$	1,400,144

See accompanying Notes to Consolidated Financial Statements.

(1) Cash dividends were $1.07, $1.03 and $1.00 per share for the fiscal years ended September 30, 2023, October 1, 2022, and October 2, 2021, respectively.

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Consolidated Statements of Shareholders’ Equity, Shares

	Fiscal Years Ended
(share data)	September 30, 2023	October 1, 2022	October 2, 2021
COMMON STOCK - CLASS A
Beginning of year	43,806,835	43,803,236	43,799,229
Conversion of Class B to Class A	15,509	3,599	4,007
End of year	43,822,344	43,806,835	43,803,236
COMMON STOCK - CLASS B
Beginning of year	7,472,878	7,476,477	7,480,484
Conversion of Class B to Class A	(15,509)	(3,599)	(4,007)
End of year	7,457,369	7,472,878	7,476,477
TREASURY SHARES - CLASS A COMMON STOCK
Beginning of year	(14,614,444)	(14,157,721)	(13,959,998)
Class A shares issued related to compensation	50,057	45,201	39,227
Class A shares purchased	(93,510)	(501,924)	(236,950)
End of year	(14,657,897)	(14,614,444)	(14,157,721)
TREASURY SHARES - CLASS B COMMON STOCK
Beginning of year	(3,020,291)	(3,179,055)	(3,344,877)
Class B shares issued related to compensation	336,451	333,200	346,585
Class B shares purchased	(213,005)	(174,436)	(180,763)
End of year	(2,896,845)	(3,020,291)	(3,179,055)
SECT - CLASS A COMMON STOCK
Beginning and end of period	(425,148)	(425,148)	(425,148)
SECT - CLASS B COMMON STOCK
Beginning of year	(611,942)	(600,880)	(557,543)
Issuance of shares	168,519	165,592	8,683
Purchase of shares	(148,705)	(176,654)	(52,020)
End of year	(592,128)	(611,942)	(600,880)
SERP - CLASS B COMMON STOCK
Beginning and end of year	(826,170)	(826,170)	(826,170)

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

	Fiscal Years Ended
(dollars in thousands)	September 30, 2023		October 1, 2022		October 2, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	170,998	$	155,177	$	157,220
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation	78,692		75,238		76,671
Amortization	11,541		13,151		13,488
Deferred income taxes	(35,531)		11,739		8,162
Equity-based compensation expense	10,582		8,882		7,461
Loss on sale of businesses	900		3,346		1,536
Asset impairment and inventory write-down	18,973		21,651		1,500
Gain on sale of buildings	(10,030)		(9,075)		—
Pension settlement	12,542		—		—
Other	6,244		6,818		(791)
Changes in assets and liabilities providing (using) cash:
Receivables	(56,575)		7,668		(22,258)
Unbilled receivables	(87,915)		(94,535)		(51,201)
Inventories	(130,378)		(28,677)		19,576
Accounts payable	28,641		43,349		20,520
Contract advances and progress billings	79,983		42,097		59,298
Accrued expenses	(1,692)		(4,445)		2,290
Accrued income taxes	22,869		3,070		4,653
Net pension and post retirement liabilities	13,940		18,093		12,503
Other assets and liabilities	2,151		(26,745)		(17,402)
Net cash provided by operating activities	135,935		246,802		293,226
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	—		(11,832)		(77,600)
Purchase of property, plant and equipment	(173,286)		(139,431)		(128,734)
Net proceeds from businesses sold	1,892		57,315		—
Net proceeds from buildings sold	19,702		13,297		14,675
Other investing transactions	(11,455)		(4,573)		502
Net cash used by investing activities	(163,147)		(85,224)		(191,157)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving lines of credit	1,044,101		840,475		799,950
Payments on revolving lines of credit	(1,017,420)		(827,801)		(838,936)
Proceeds from long-term debt	—		—		78,700
Payments on long-term debt	(916)		(80,364)		(68,080)
Payments on finance lease obligations	(4,620)		(2,524)		(2,156)
Payment of dividends	(34,074)		(32,970)		(32,106)
Proceeds from sale of treasury stock	19,785		18,414		10,866
Purchase of outstanding shares for treasury	(29,306)		(48,558)		(31,673)
Proceeds from sale of stock held by SECT	15,713		13,250		679
Purchase of stock held by SECT	(14,251)		(14,830)		(4,239)
Other financing transactions	(2,027)		—		—
Net cash used by financing activities	(23,015)		(134,908)		(86,995)
Effect of exchange rate changes on cash	2,043		(10,256)		768
Increase (decrease) in cash, cash equivalents and restricted cash	(48,184)		16,414		15,842
Cash, cash equivalents and restricted cash at beginning of year	117,328		100,914		85,072
Cash, cash equivalents and restricted cash at end of year	$	69,144	$	117,328	$	100,914

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Consolidated Statements of Cash Flows, continued
	Fiscal Years Ended
	September 30, 2023		October 1, 2022		October 2, 2021
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	63,193	$	34,765	$	35,220
Income taxes paid, net of refunds	69,253		24,047		44,043
Treasury shares issued as compensation	4,174		4,482		10,751
Assets acquired through lease financing	61,805		36,897		14,894

See accompanying Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements<br><br>(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 30, 2023, October 1, 2022 and October 2, 2021.

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 depreciation and amortization.

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 service 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 for capital expenditures and to satisfy supplemental retirement obligations.

Allowance for Credit Losses: The allowance for credit losses 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, current economic conditions and reasonable forecasted financial information that may affect a customer’s ability to pay.

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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 10 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. We performed a qualitative test for all reporting units in 2023 and 2021.

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. We performed a quantitative test for all reporting units in 2022.

There were no goodwill impairment charges recorded in 2023, 2022 or 2021.

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 2023, we recorded an impairment charge on long-lived assets, as well as an inventory write-down in our Aircraft Controls segment. These charges relate to equipment and inventory that experienced a decline in value due to the U.S. Air Force announcement to retire the KC-10 aerial refueling tanker and retirement of a trade name intangible. We also recorded impairment charges on receivables in our Space and Defense Controls segment associated with an expected cancellation of a contract. In addition, we recorded impairment charges on long-lived assets, as well as an inventory write-down in our Industrial Systems segment as we continue to review and simplify our business operations.

In 2022, we recorded impairment charges on long-lived assets in our Aircraft Controls and Industrial Systems segment. These charges relate to property, plant and equipment that experienced a significant decline in value due to the slower than expected recovery of our commercial aircraft business. In addition, we recorded impairment charges on intangible assets associated with a product line we are no longer pursuing. These charges are included in asset impairment in the Consolidated Statements of Earnings.

In 2021, we recorded impairment charges on long-lived assets in our Space and Defense Controls segment. These charges relate to property, plant and equipment and intangibles assets that experienced a decline in value. These charges are included in asset impairment in the Consolidated Statements of Earnings.

See Note 4 - Receivables, Note 5 - Inventories, Note 6 - Property, Plant and Equipment, Note 7 - Leases, Note 8 - Goodwill and Intangible Assets and Note 13 - Fair Value for additional disclosures relating to impairment charges recorded.

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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, restricted cash, 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.

Recent Accounting Pronouncements:

Recent Accounting Pronouncements Adopted

There have been no accounting pronouncements adopted for the year ended September 30, 2023.

Recent Accounting Pronouncements Not Yet Adopted

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

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Note 2 - Revenue from Contracts with Customers

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

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

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

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

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

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

Revenue is recognized using either the over time or point in time method. The over-time method of revenue recognition is predominantly used in 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.

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

Revenue is recognized over time on contracts using the cost-to-cost method of accounting as work progresses toward completion as determined by the ratio of cumulative costs incurred to date to estimated total contract costs at completion, multiplied by the total estimated contract revenue, less cumulative revenue recognized in prior periods. We believe that cumulative costs incurred to date as a percentage of estimated total contract costs at completion is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of our work and transfer of control to our customers. Changes in estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. Estimates are reviewed and updated quarterly for substantially all contracts. In 2023, we recognized lower revenues of $3,095 for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods. In 2022, we recognized lower revenues of $3,518 for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods. In 2021, we recognized revenues of $11,167 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 30, 2023, revenue recognized on contracts for unresolved claims or unapproved contract change orders was not material.

As of September 30, 2023, we had contract reserves of $45,257. 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.

Contract Assets and Liabilities

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

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

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

Unbilled recoverable costs and accrued profits for over-time contracts to be billed to the U.S. Government were $79,388 at September 30, 2023 and $38,020 at October 1, 2022. 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. Unbilled amounts expected to be collected beyond one year are not material.

Total contract assets and contract liabilities are as follows:

	September 30,<br>2023		October 1,<br>2022
Unbilled receivables	$	706,601	$	614,760
Contract advances and progress billings	377,977		296,899
Net contract assets	$	328,624	$	317,861

The increase in contract assets reflects the net impact of additional unbilled revenues recorded in excess of revenue recognized during the period. The increase in contract liabilities reflects the net impact of additional deferred revenues recorded in excess of revenue recognized during the period. As of September 30, 2023, we recognized $263,933 of revenue that was included in the contract liability balance at the beginning of the period.

Remaining Performance Obligations

As of September 30, 2023, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) was $5,100,000. We expect to recognize approximately 47% of that amount as sales over the next twelve months and the balance thereafter.

Disaggregation of Revenue

See Note 22 - Segments, for disclosures related to disaggregation of revenue.

Note 3 - Acquisitions and Divestitures

Acquisitions

On February 21, 2022, we acquired TEAM Accessories Limited ("TEAM") based in Dublin, Ireland for a purchase price, net of acquired cash, of $14,394, consisting of $11,832 in cash and contingent consideration with an initial fair value of $2,562. TEAM specializes in Maintenance, Repair and Overhaul of engine and airframe components. This operation is included in our Aircraft Controls segment. TEAM has been rebranded as Moog MRO Services as of July 1, 2023.

Divestitures

On September 30, 2022, we sold a sonar business based in the United Kingdom previously included in our Industrial Systems segment. We have cumulatively received net proceeds of $13,075 and recorded a loss of $15,246, net of transaction costs. The transaction is subject to adjustments associated with amounts currently held in escrow.

On September 20, 2022, we sold assets of a security business based in Northbrook, Illinois previously included in our Space and Defense Controls segment. We received net proceeds of $10,041 and recorded a loss of $4,428, net of transaction costs.

On December 3, 2021, we sold the assets of our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Aircraft Controls segment to Thales USA Inc. We have cumulatively received net proceeds of $36,550 and recorded a gain of $15,242, net of transaction costs. The initial gain recorded was reduced in 2023 by the recording of a reserve against the escrow receivable, which remains subject to adjustment until settlement.

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Note 4 - Receivables

Receivables consist of:

	September 30,<br>2023		October 1,<br>2022
Accounts receivable	$	426,804	$	363,137
Other	11,929		16,973
Less allowance for credit losses	(4,010)		(4,608)
Receivables, net	$	434,723	$	375,502

In 2023, we recorded impairment charges of $219 associated with an unexpected cancellation of a contract. In 2022, we recorded impairment charges of $642 associated with Russian activities in Ukraine.

Moog Receivables LLC (the "Receivables Subsidiary"), a wholly owned bankruptcy remote special purpose subsidiary of Moog Inc. (the "Company"), as seller, the Company, as master servicer, Wells Fargo Bank, N.A., as administrative agent (the "Agent") and certain purchasers (collectively, the "Purchasers") entered into an Amended and Restated Receivables Purchase Agreement (the "RPA"). The RPA matures on November 4, 2024 and is subject to customary termination events related to transactions of this type.

Under the RPA, the Receivables Subsidiary may sell receivables to the Purchasers in amounts up to a $100,000 limit. The receivables will be sold to the Purchasers in consideration for the Purchasers making payments of cash, which is referred to as "capital" for purposes of the RPA, to the Receivables Subsidiary in accordance with the terms of the RPA. The Receivables Subsidiary may sell receivables to the Purchasers so long as certain conditions are satisfied, including that, at any date of determination, the aggregate capital paid to the Receivables Subsidiary does not exceed a "capital coverage amount", equal to an adjusted net receivables pool balance minus a required reserve. Each Purchaser's share of capital accrues yield at a variable rate plus an applicable margin.

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

The proceeds of the RPA are classified as operating activities in our Consolidated Statement of Cash Flows and were used to pay off the outstanding balance of the Securitization Program. Cash received from collections of sold receivables is used by the Receivables Subsidiary to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchaser. Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection. Total receivables sold and cash collections under the RPA were $474,402 for the year ended September 30, 2023. The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.

The amount sold to the Purchasers was $100,000 at September 30, 2023, which was derecognized from the Consolidated Balance Sheets. As collateral against sold receivables, the Receivables Subsidiary maintains a certain level of unsold receivables, which was $789,568 at September 30, 2023.

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 $13,350 at September 30, 2023 and $18,750 at October 1, 2022.

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 $227,107 at September 30, 2023 and $235,405 at October 1, 2022 and receivables from Lockheed Martin were $120,014 at September 30, 2023 and $99,707 at October 1, 2022. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.

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Note 5 - Inventories

Inventories, net of reserves, consist of:

	September 30,<br>2023		October 1,<br>2022
Raw materials and purchased parts	$	270,305	$	219,893
Work in progress	368,277		305,328
Finished goods	85,420		63,245
Inventories, net	$	724,002	$	588,466

There are no material inventoried costs relating to over-time contracts where revenue is accounted for using the cost-to-cost method of accounting as of September 30, 2023 and October 1, 2022.

In 2023, we recorded $4,345 of inventory write-downs associated with a decline in business in our Industrial Systems segment and the retirement of a program in our Aircraft Controls segment. In 2022, we recorded impairment charges on inventory of $1,907 associated with Russian actions in the Ukraine. See Note 14 - Restructuring for additional disclosures relating to inventory write-downs.

Note 6 - Property, Plant and Equipment

Property, plant and equipment consists of:

	September 30,<br>2023		October 1,<br>2022
Land	$	31,417	$	32,164
Buildings and improvements	646,079		519,867
Machinery and equipment	827,257		768,745
Computer equipment and software	228,284		201,960
Property, plant and equipment, at cost	1,733,037		1,522,736
Less accumulated depreciation and amortization	(918,341)		(853,828)
Property, plant and equipment, net	$	814,696	$	668,908

In 2023, we recorded $5,301 of impairment charges on property and equipment on owned assets that experienced a decline in value, based on expected cash flows over the remaining life of the assets in relation to a decline in the related business in our Industrial Systems segment and from the retirement of a program in our Aircraft Controls segment. In 2022, we recorded $15,048 of impairment charges for owned assets, based on expected cash flows over the remaining life of the assets associated with a slower than expected recovery of our commercial aircraft business. In 2021, we recorded $356 of impairment charges for owned assets, based on expected cash flows over the remaining life of the assets in relation to a decline in the related business.

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Note 7 - Leases

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

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

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

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

The components of lease expense were as follows:

	2023		2022		2021
Operating lease cost	$	30,031	$	28,670	$	30,353
Finance lease cost:
Amortization of right-of-use assets	$	5,310	$	2,884	$	2,282
Interest on lease liabilities	2,964		1,057		736
Total finance lease cost	$	8,274	$	3,941	$	3,018

Supplemental cash flow information related to leases was as follows:

	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow for operating leases	$	30,281	$	28,914	$	29,926
Operating cash flow for finance leases	2,964		1,057		736
Financing cash flow for finance leases	4,620		2,524		2,156
Assets obtained in exchange for lease obligations:
Operating leases	6,014		24,659		9,426
Finance leases	55,791		12,238		5,558

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Supplemental balance sheet information related to leases was as follows:

	September 30, 2023			October 1, 2022
Operating Leases:
Operating lease right-of-use assets	$	56,067		$	69,072
Accrued liabilities and other	$	11,283		$	13,002
Other long-term liabilities	56,398			66,167
Total operating lease liabilities	$	67,681		$	79,169
Finance Leases:
Property, plant, and equipment, at cost	$	85,324		$	30,614
Accumulated depreciation	(10,913)			(5,606)
Property, plant, and equipment, net	$	74,411		$	25,008
Accrued liabilities and other	$	5,621		$	3,244
Other long-term liabilities	71,225			23,529
Total finance lease liabilities	$	76,846		$	26,773
Weighted average remaining lease term in years:
Operating leases	6.9			7.7
Finance leases	23.1			16.7
Weighted average discount rates:
Operating leases	5.0		%	5.0		%
Finance leases	6.5		%	4.8		%

Maturities of lease liabilities were as follows:

	September 30, 2023
	Operating Leases		Finance Leases
2024	$	14,213	$	9,809
2025	12,336		9,630
2026	11,595		9,353
2027	10,303		8,603
2028	8,190		7,602
Thereafter	23,791		133,642
Total lease payments	80,428		178,639
Less: imputed interest	(12,747)		(101,793)
Total	$	67,681	$	76,846

The operating lease ROU and finance lease disclosures above reflect write downs of $2,086 for the year ended September 30, 2023 as a result of simplifying our business operations and $4,808 for the year ended October 2, 2021, based on expected cash flows over the remaining life of the assets in relation to impairment charges associated with the COVID-19 pandemic.

On September 30, 2022, we sold a building located in Murray, Utah and concurrently entered into a lease agreement for the building with an initial term of two years, which also includes the option to extend the terms of the lease for up to two consecutive terms of six months each. The transaction resulted in a net gain of $9,075 which is included in the Consolidated Statements of Earnings.

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Note 8 - Goodwill and Intangible Assets

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

	Aircraft<br>Controls		Space and<br>Defense<br>Controls		Industrial<br>Systems		Total
Balance at October 3, 2020	$	179,521	$	261,726	$	380,609	$	821,856
Acquisition	29,123		—		—		29,123
Divestiture	(312)		—		(3,092)		(3,404)
Foreign currency translation	2,447		41		1,542		4,030
Balance at October 2, 2021	210,779		261,767		379,059		851,605
Acquisition	5,344		—		—		5,344
Divestitures	(6,961)		(2,205)		(4,137)		(13,303)
Foreign currency translation	(9,643)		(155)		(28,528)		(38,326)
Balance at October 1, 2022	199,519		259,407		346,394		805,320
Adjustments to prior year acquisitions	122		—		—		122
Foreign currency translation	4,247		68		11,544		15,859
Balance at September 30, 2023	$	203,888	$	259,475	$	357,938	$	821,301

Goodwill in our Space and Defense Controls segment is net of a $4,800 accumulated impairment loss at September 30, 2023. Goodwill in our Medical Devices reporting unit, included in our Industrial Systems segment, is net of a $38,200 accumulated impairment loss at September 30, 2023.

The components of intangible assets are as follows:

		September 30, 2023				October 1, 2022
	Weighted-<br>Average<br>Life (years)	Gross Carrying<br>Amount		Accumulated<br>Amortization		Gross Carrying<br>Amount		Accumulated<br>Amortization
Customer-related	11	$	133,269	$	(93,648)	$	135,899	$	(88,179)
Technology-related	9	69,242		(56,106)		69,856		(52,951)
Program-related	23	37,465		(21,672)		35,305		(18,817)
Marketing-related	8	21,890		(18,995)		21,925		(17,833)
Other	10	1,773		(1,581)		1,693		(1,488)
Intangible assets	12	$	263,639	$	(192,002)	$	264,678	$	(179,268)

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.

In 2023, we recorded $4,409 in impairment charges on long-lived assets in our Aircraft Controls and Industrial Systems segments. These charges relate to a decline in value with the associated business and the retirement of a trade name intangible. In 2022, we recorded $2,125 in impairment charges on long-lived assets in our Industrial Systems segment. These charges relate to intangibles assets associated with a product line we are no longer pursuing. In 2021, we recorded $1,144 in impairment charges on long-lived assets in our Space and Defense Controls segment, relating to intangibles assets that experienced a decline in value.

Amortization of acquired intangible assets is as follows:

	2023		2022		2021
Acquired intangible asset amortization	$	11,514	$	13,106	$	13,454

Based on acquired intangible assets recorded at September 30, 2023, amortization is estimated to be approximately:

	2024		2025		2026		2027		2028
Estimated future amortization of acquired intangible assets	$	10,400	$	9,300	$	9,100	$	7,800	$	7,000

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Note 9 - Equity Method Investments and Joint Ventures

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

	September 30, 2023		October 1, 2022
Moog Aircraft Service Asia	$	1,302	$	843
NOVI LLC	325		609
Suffolk Technologies Fund 1, L.P.	1,180		928
Net investment balance	$	2,807	$	2,380

Losses from equity method investments and joint ventures were $62, $724 and $1,746 for the years ended September 30, 2023, October 1, 2022 and October 2, 2021, respectively and are included in Other in the Consolidated Statements of Earnings.

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

We hold a 20% ownership interest in NOVI LLC ("NOVI") that is included in our Space and Defense Controls segment. NOVI specializes in applying machine learning algorithms to space situational awareness.

Suffolk Technologies Fund 1, L.P., is a limited partnership included in our Industrial Systems segment that invests in startups to transform the construction, real estate and property maintenance industries in the U.S. We have a remaining on-call capital commitment of up to $6,476.

Hybrid Motion Solutions (“HMS”) is a joint venture in our Industrial Systems segment in which we hold a 50% ownership interest. HMS specializes in hydrostatic servo drives and leverages synergies to enter new markets. The joint venture focuses on research and development, design and assembly as well as service. Our share of cumulative losses to date has exceeded our initial investment, and as such, we had no net investment balance recorded as of September 30, 2023. In addition to the investment, we had a loan to HMS for $2,613, which we wrote off during 2023 and is included in Asset Impairment in the Consolidated Statement of Earnings.

Investments in, and the operating results of, entities in which we do not have a controlling financial interest or the ability to exercise significant influence over the operations are accounted for using the cost method of accounting. As of September 30, 2023 we had cost method investments of $9,875, which are included as Other assets in the Consolidated Balance Sheets.

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Note 10 - Indebtedness

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

Long-term debt consists of:

	September 30,<br>2023		October 1,<br>2022
U.S. revolving credit facility	$	334,500	$	321,300
SECT revolving credit facility	33,000		20,000
Senior notes 4.25%	500,000		500,000
Other long-term debt	—		916
Senior debt	867,500		842,216
Less deferred debt issuance cost	(4,408)		(4,428)
Less current installments	—		(916)
Long-term debt	$	863,092	$	836,872

On October 27, 2022, we amended our U.S. revolving credit facility, which extended the maturity date of the credit facility from October 15, 2024 to October 27, 2027. The credit facility has a capacity of $1,100,000 and provides an expansion option, which permits us to request an increase of up to $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 outstanding credit facility borrowings is 6.93% and is based on SOFR plus the applicable margin, which was 1.60% at September 30, 2023.

The SECT has a revolving credit facility with a borrowing capacity of $35,000. On April 21, 2023, the SECT amended the credit facility, which extended the maturity date of the credit facility from July 26, 2024 to October 26, 2025. Interest is based on SOFR plus an applicable margin of 2.23%. A commitment fee is also charged based on a percentage of the unused amounts available and is not material.

We have $500,000 aggregate principal amount of 4.25% senior notes due December 15, 2027 with interest paid semiannually on June 15 and December 15 of each year. The senior notes are unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries and contain normal incurrence-based covenants and limitations such as the ability to incur additional indebtedness, pay dividends, make other restricted payments and investments, create liens and certain corporate acts such as mergers and consolidations. We are in compliance with all covenants.The effective interest rate for these notes after considering the amortization of deferred debt issuance costs is 4.60%.

Maturities of long-term debt are:

	2024		2025		2026		2027		2028		Thereafter
Long-term debt maturities	$	—	$	—	$	33,000	$	—	$	834,500	$	—

At September 30, 2023, we had pledged assets with a net book value of $1,636,196 as security for long-term debt.

At September 30, 2023, we had $712,475 of unused short and long-term borrowing capacity, including $710,475 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.

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Note 11 - Other Accrued Liabilities

Other accrued liabilities consists of:

	September 30, 2023		October 1, 2022
Employee benefits	$	47,653	$	56,136
Contract reserves	45,257		46,547
Warranty accrual	22,939		23,072
Accrued income taxes	29,631		17,776
Other	66,289		71,845
Other accrued liabilities	$	211,769	$	215,376

Activity in the warranty accrual is summarized as follows:

	2023		2022		2021
Warranty accrual at beginning of period	$	23,072	$	26,602	$	27,707
Additions from acquisitions	—		—		990
Warranties issued during current period	11,227		9,227		13,937
Adjustments to pre-existing warranties	(350)		(764)		(519)
Reductions for settling warranties	(11,264)		(10,366)		(15,630)
Divestiture adjustment	—		(618)		—
Foreign currency translation	254		(1,009)		117
Warranty accrual at end of year	$	22,939	$	23,072	$	26,602

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Note 12 - Derivative Financial Instruments

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

Derivatives designated as hedging instruments

We use foreign currency contracts as cash flow hedges to effectively fix the exchange rates on future payments and revenue. To mitigate exposure in movements between various currencies, including the Philippine peso, we had outstanding foreign currency contracts with notional amounts of $6,787 at September 30, 2023. These contracts mature at various times through March 1, 2024.

We use forward currency contracts to hedge our net investment in certain foreign subsidiaries. As of September 30, 2023, we had no outstanding net investment hedges.

Interest rate swaps are used to adjust the proportion of total debt that is subject to variable and fixed interest rates. The interest rate swaps are designated as hedges of the amount of future cash flows related to interest payments on variable-rate debt that, in combination with the interest payments on the debt, convert a portion of the variable-rate debt to fixed-rate debt. At September 30, 2023, we had no outstanding interest rate swaps.

Foreign currency contracts, net investment hedges and interest rate swaps 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 foreign currency contracts and interest rate swaps are not perfectly effective in offsetting the change in the value of the payments and revenue being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was not material in 2023, 2022 or 2021.

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 $115,660 at September 30, 2023. 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:

	Statements of Earnings location	2023		2022		2021
Net gain (loss)
Foreign currency contracts	Other	$	2,781	$	(10,396)	$	648

Summary of derivatives

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

	Balance Sheets location	September 30, 2023		October 1, 2022
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current assets	$	295	$	562
Foreign currency contracts	Other assets	—		165
	Total asset derivatives	$	295	$	727
Foreign currency contracts	Accrued liabilities and other	$	581	$	3,877
Foreign currency contracts	Other long-term liabilities	—		751
	Total liability derivatives	$	581	$	4,628
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	$	93	$	679
Foreign currency contracts	Accrued liabilities and other	$	324	$	738

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Note 13 - Fair Value

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

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

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

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

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

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

	Balance Sheets location	September 30, 2023		October 1, 2022
Foreign currency contracts	Other current assets	$	388	$	1,241
Foreign currency contracts	Other assets	—		165
	Total assets	$	388	$	1,406
Foreign currency contracts	Accrued liabilities and other	$	905	$	4,615
Foreign currency contracts	Other long-term liabilities	—		751
Acquisition contingent consideration	Other long-term liabilities	3,089		3,272
	Total liabilities	$	3,994	$	8,638

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

	September 30, 2023		October 1, 2022
Balance at beginning of period	$	3,272	$	—
Additions from acquisition	(491)		3,053
Increase in discounted future cash flows recorded as interest expense	308		219
Balance at end of period	$	3,089	$	3,272

Our only financial instrument for which the carrying value differs from its fair value is long-term debt. At September 30, 2023, the fair value of long-term debt was $812,693 compared to its carrying value of $867,500. The fair value of long-term debt is classified as Level 2 within the fair value hierarchy and was estimated based on quoted market prices.

Certain receivables, inventories, property, plant and equipment, ROU assets, and intangible assets have been measured at fair values on a nonrecurring basis using future discounted cash flows and other observable inputs (Level 3) and are not included in the fair value tables above. Impairment losses and inventory write-downs of $18,973, $19,960 and $1,500 in 2023, 2022 and 2021, respectively, are recorded as a result of these measurements and are described in Note 4 - Receivables, Note 5 - Inventories, Note 6 - Property, Plant and Equipment, Note 7 - Leases and Note 8 - Goodwill and Intangible Assets.

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Note 14 - Restructuring

In 2023, we initiated restructuring actions in relation to portfolio shaping activities. These actions have and will result in workforce reductions, principally in the U.S. and Europe. The 2023 restructuring charge consists of $6,905 for severance and $1,092 for facility closure and other costs. The 2023 plan has elements, primarily retention agreements, that will continue through 2027 and could result in additional costs of up to approximately $11,000.

In 2022, we initiated restructuring actions in relation to portfolio shaping activities in our Space and Defense and Industrial Systems segments and for slower than expected commercial aircraft business recovery in our Aircraft Controls segment. These actions have and will result in workforce reductions, principally in the U.S., China, Europe and the U.K. The 2022 restructuring charge consists of non-cash charges related to an inventory write-down of $1,692 and equipment of $538 as well as severance and other costs of $8,971.

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		Total
Balance at October 3, 2020	$	1,247	$	—	$	9,095	$	10,342
Adjustments to provision	(457)		—		(711)		(1,168)
Cash payments - 2020 plan	(611)		—		(2,423)		(3,034)
Cash payments - 2018 plan	—		—		(524)		(524)
Foreign currency translation	—		—		49		49
Balance at October 2, 2021	179		—		5,486		5,665
Charged to expense - 2022 plan	3,996		3,755		3,450		11,201
Non-cash charges - 2022 plan	—		(2,230)		—		(2,230)
Cash payments - 2022 plan	(3,767)		(1,297)		(613)		(5,677)
Cash payments - 2020 plan	(179)		—		(443)		(622)
Cash payments - 2018 plan	—		—		(432)		(432)
Foreign currency translation	—		—		(770)		(770)
Balance at October 1, 2022	229		228		6,678		7,135
Charged to expense - 2023 plan	458		2,308		5,808		8,574
Adjustments to provision	(15)		(37)		(525)		(577)
Cash payments - 2023 plan	(95)		(678)		(1,450)		(2,223)
Cash payments - 2022 plan	(229)		(190)		(1,885)		(2,304)
Cash payments - 2020 plan	—		—		(372)		(372)
Cash payments - 2018 plan	—		—		(359)		(359)
Foreign currency translation	(1)		(9)		313		303
Balance at September 30, 2023	$	347	$	1,622	$	8,208	$	10,177

As of September 30, 2023, the restructuring accrual consists $6,057 for the 2023 plan, $650 for the 2022 plan, $2,293 for the 2020 plan and $1,177 for the 2018 plan. Restructuring is expected to be paid within a year, except portions classified as long-term liabilities based on the nature of the reserve and the timing of the expected payments.

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Note 15 - 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"), which consists of two defined contribution options, the RSP and the RSP(+). Effective January 1, 2020, all employees hired prior to January 1, 2019 are eligible to either participate in the new RSP(+) or remain in the existing RSP. All employees hired after January 1, 2019 are automatically enrolled in the new RSP(+). The Company’s contributions to both the RSP and RSP(+) are based on a percentage of the employee’s eligible compensation and age and are in addition to the employer match on voluntary employee contributions.

The RSP and RSP(+) includes an employee stock ownership feature. As one of the investment alternatives, participants in the RSP and RSP(+) can acquire our stock at market value. Shares are allocated and compensation expense is recognized as the employer share match is earned. At September 30, 2023, the participants in the RSP and RSP(+) owned 1,814,252 Class B shares.

Expense for all defined contribution plans consists of:

	2023		2022		2021
U.S. defined contribution plans	$	45,868	$	43,550	$	36,131
Non-U.S. defined contribution plans	8,650		8,157		8,890
Total expense for defined contribution plans	$	54,518	$	51,707	$	45,021

As of January 1, 2021, one of our non-U.S. defined benefit plans was replaced by a defined contribution plan. The transaction eliminated balance sheet exposure for the plan, reducing the projected benefit obligation by $63,333, the fair value of plan assets by $57,643 and resulted in a curtailment gain of $5,830.

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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
	2023		2022		2023		2022
Change in projected benefit obligation:
Projected benefit obligation at prior year measurement date	$	530,946	$	704,989	$	127,739	$	205,093
Service cost	12,913		19,827		2,674		4,248
Interest cost	28,112		18,246		5,448		2,413
Contributions by plan participants	—		—		170		184
Actuarial (gains) losses	(17,701)		(198,538)		(5,874)		(48,255)
Foreign currency exchange impact	—		—		8,838		(28,435)
Benefits paid	(17,391)		(12,845)		(6,514)		(5,136)
Settlements	(40,518)		—		(2,146)		(2,312)
Other	(1,485)		(733)		(161)		(61)
Projected benefit obligation at measurement date	$	494,876	$	530,946	$	130,174	$	127,739
Change in plan assets:
Fair value of assets at prior year measurement date	$	445,723	$	640,513	$	90,994	$	127,766
Actual return on plan assets	20		(186,536)		1,828		(17,686)
Employer contributions	6,095		5,324		7,455		8,210
Contributions by plan participants	—		—		170		184
Benefits paid	(17,391)		(12,845)		(6,514)		(5,136)
Settlements	(40,518)		—		(2,146)		(2,312)
Foreign currency exchange impact	—		—		5,558		(19,971)
Other	(1,485)		(733)		(161)		(61)
Fair value of assets at measurement date	$	392,444	$	445,723	$	97,184	$	90,994
Funded status and amount recognized in assets and liabilities	$	(102,432)	$	(85,223)	$	(32,990)	$	(36,745)
Amount recognized in assets and liabilities:
Long-term assets	$	—	$	—	$	13,647	$	10,672
Current and long-term pension liabilities	(102,432)		(85,223)		(46,637)		(47,417)
Amount recognized in assets and liabilities	$	(102,432)	$	(85,223)	$	(32,990)	$	(36,745)
Amount recognized in AOCIL, before taxes:
Prior service cost (credit)	$	—	$	—	$	737	$	724
Actuarial losses	145,536		160,659		10,726		13,209
Amount recognized in AOCIL, before taxes	$	145,536	$	160,659	$	11,463	$	13,933

On September 26, 2023, we made a lump sum payment to certain retirees and beneficiaries in our qualified U.S. defined benefit pension plan. The settlement reduced the projected benefit obligation and fair value of assets by $40,518 and resulted in a one-time settlement charge of $12,542.

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 $587,754 in 2023 and $611,225 in 2022. At the measurement date in 2023, our plans had fair values of plan assets totaling $489,628. The following table provides aggregate information for the pension plans, which have accumulated benefit obligations in excess of plan assets:

	September 30, 2023		October 1, 2022
Accumulated benefit obligation	$	138,054	$	130,315
Fair value of plan assets	13,107		11,231

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The following table provides aggregate information for the pension plans, which have projected benefit obligations in excess of plan assets:

	September 30, 2023		October 1, 2022
Projected benefit obligation	$	583,029	$	615,339
Fair value of plan assets	433,960		482,700

Weighted-average assumptions used to determine net periodic benefit cost and weighted-average assumptions used to determine benefit obligations as of the measurement dates are as follows:

	U.S. Plans						Non-U.S. Plans
	2023		2022		2021		2023		2022		2021
Assumptions for net periodic benefit cost:
Service cost discount rate	5.5	%	3.3	%	3.1	%	4.5	%	2.0	%	1.5	%
Interest cost discount rate	5.4	%	2.7	%	2.6	%	4.5	%	1.7	%	1.2	%
Return on assets	6.5	%	5.0	%	5.0	%	4.3	%	2.9	%	3.2	%
Rate of compensation increase	3.8	%	3.5	%	3.3	%	3.2	%	3.0	%	2.6	%
Assumptions for benefit obligations:
Discount rate	5.9	%	5.5	%	3.2	%	4.7	%	4.4	%	1.8	%
Rate of compensation increase	3.8	%	3.8	%	3.5	%	3.2	%	3.1	%	2.8	%

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.

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In determining our U.S. pension expense for 2023, we assumed an average rate of return on U.S. pension assets of approximately 6.5% measured over a planning horizon with reasonable and acceptable levels of risk. The rate of return was based on the actual asset allocation of 30% in equity securities and 70% in fixed income securities at October 1, 2022. In determining our non-U.S. pension expense for 2023, we assumed an average rate of return on non-U.S. pension assets of approximately 4.3% measured over a planning horizon with reasonable and acceptable levels of risk. The rate of return assumed an average asset allocation of 40% in equity securities and 60% in fixed income securities and other investments.

The weighted average asset allocations by asset category for the pension plans as of September 30, 2023 and October 1, 2022 are as follows:

	U.S. Plans			Non-U.S. Plans
	Target	2023<br>Actual	2022<br>Actual	Target	2023<br>Actual	2022<br>Actual
Asset category:
Equity	35%-45%	40%	30%	20%-40%	25%	26%
Fixed Income	55%-65%	60%	70%	50%-70%	68%	65%
Other	—%	—%	—%	5%-15%	7%	9%

The valuation methodologies used for pension plan assets measured at fair value have been applied consistently.

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 ("NAV") of shares held by the plan at year end.

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.

Fixed income securities: Valued using methods, such as dealer quotes, available trade information, spreads, bids and offers provided by a pricing vendor.

Money market funds: Institutional short-term investment vehicles valued daily.

Cash and cash equivalents: Direct cash holdings valued at cost (Level 1) or cash collateral for the initial margin requirements on futures contracts (Level 2) which approximates fair value.

Collective investment trust: NAV of the fund is calculated daily or weekly by the investment manager.

Unit linked life insurance funds: NAV 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: Valued at NAV 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.

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The following tables present the consolidated plan assets using the fair value hierarchy, which is described in Note 13 - Fair Value, as of September 30, 2023 and October 1, 2022.

U.S. Plans, September 30, 2023	Level 1		Level 2		Level 3		Total
Investments at fair value:
Shares of registered investment companies:
Equity funds	$	143,528	$	—	$	—	$	143,528
Fixed income funds	125,724		—		—		125,724
Money market funds	—		9,386		—		9,386
Cash and cash equivalents	—		8,410		—		8,410
Total investments in fair value hierarchy	269,252		17,796		—		287,048
Investments measured at NAV practical expedient (1)							105,396
Total investments at fair value	$	269,252	$	17,796	$	—	$	392,444		Non-U.S. Plans, September 30, 2023	Level 1		Level 2		Level 3		Total
---	---	---	---	---	---	---	---	---
Investments at fair value:
Mutual funds:
Equity funds	$	—	$	6,346	$	—	$	6,346
Fixed income funds	—		6,567		—		6,567
Equity securities	6,694		—		—		6,694
Fixed income securities	—		19,045		—		19,045
Collective investment trusts	—		19,044		—		19,044
Unit linked life insurance funds	—		35,988		—		35,988
Money market funds	—		904		—		904
Cash and cash equivalents	978		—		—		978
Insurance contracts and other	—		—		1,618		1,618
Total investments at fair value	$	7,672	$	87,894	$	1,618	$	97,184		U.S. Plans, October 1, 2022	Level 1		Level 2		Level 3		Total
---	---	---	---	---	---	---	---	---
Investments at fair value:
Shares of registered investment companies:
Equity funds	$	116,598	$	—	$	—	$	116,598
Fixed income funds	180,291		—		—		180,291
Money market funds	—		7,144		—		7,144
Cash and cash equivalents	—		5,790		—		5,790
Total investments in fair value hierarchy	296,889		12,934		—		309,823
Investments measured at NAV practical expedient (1)							135,900
Total investments at fair value	$	296,889	$	12,934	$	—	$	445,723		Non-U.S. Plans, October 1, 2022	Level 1		Level 2		Level 3		Total
---	---	---	---	---	---	---	---	---
Investments at fair value:
Mutual funds:
Equity funds	$	—	$	5,091	$	—	$	5,091
Fixed income funds	—		6,020		—		6,020
Equity securities	5,739		—		—		5,739
Fixed income securities	—		18,515		—		18,515
Collective investment trusts	—		17,229		—		17,229
Unit linked life insurance funds	—		35,089		—		35,089
Money market funds	—		840		—		840
Cash and cash equivalents	465		—		—		465
Insurance contracts and other	—		—		2,006		2,006
Total investments at fair value	$	6,204	$	82,784	$	2,006	$	90,994

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(1)Certain investments that are measured at fair value using the NAV 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:

	Non-U.S. Plans
Balance at October 2, 2021	$	2,991
Return on assets	36
Purchases from contributions to Plans	1,430
Settlements paid in cash	(1,801)
Foreign currency translation	(650)
Balance at October 1, 2022	2,006
Return on assets	23
Purchases from contributions to Plans	2,310
Settlements paid in cash	(2,684)
Foreign currency translation	(37)
Balance at September 30, 2023	$	1,618

The following table summarizes investments measured at fair value based on NAV per share as of September 30, 2023:

	Fair Value
	September 30, 2023		October 1, 2022		Unfunded Commitments		Redemption Frequency	Redemption Notice Period
Collective investment trusts	$	92,140	$	119,470	$	—	Daily	5 days
Limited partnerships (1)	13,256		16,430		3,799		Varies	10-45 days
Total	$	105,396	$	135,900	$	3,799

(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.

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.

Expense for defined benefit plans is as follows:

	U.S. Plans						Non-U.S. Plans
	2023		2022		2021		2023		2022		2021
Service cost	$	12,913	$	19,827	$	22,488	$	2,674	$	4,248	$	5,290
Interest cost	28,112		18,246		17,103		5,448		2,413		2,277
Expected return on plan assets	(28,589)		(29,803)		(30,543)		(4,244)		(3,401)		(4,102)
Amortization of prior service cost	—		—		—		55		58		45
Amortization of actuarial loss	13,449		15,586		13,721		399		3,877		5,568
Curtailment gain	—		—		—		—		—		(5,830)
Settlement (gain) loss	12,542		—		—		(151)		280		(44)
Total expense for defined benefit plans	$	38,427	$	23,856	$	22,769	$	4,181	$	7,475	$	3,204

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Benefits expected to be paid to the participants of the plans are:

	U.S. Plans		Non-U.S. Plans
2024	$	19,653	$	6,479
2025	22,702		6,743
2026	25,438		7,920
2027	27,999		7,115
2028	30,434		8,865
Five years thereafter	182,979		42,211

We presently anticipate contributing approximately $6,200 to the SERP Trust for the non-qualified plan and $7,500 to the non-U.S. plans in 2024.

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 2023 and 2022 are shown in the following table:

	September 30, 2023		October 1, 2022
Change in Accumulated Postretirement Benefit Obligation (APBO):
APBO at prior year measurement date	$	3,674	$	6,281
Service cost	16		33
Interest cost	166		90
Contributions by plan participants	453		559
Benefits paid	(903)		(478)
Actuarial (gains) losses	(566)		(2,811)
APBO at measurement date	$	2,840	$	3,674
Funded status	$	(2,840)	$	(3,674)
Accrued postretirement benefit liability	$	2,840	$	3,674
Amount recognized in AOCIL, before taxes:
Actuarial gains	5,252		7,579
Amount recognized in AOCIL, before taxes	$	5,252	$	7,579

The cost of the postretirement benefit plan is as follows:

	2023		2022		2021
Service cost	$	16	$	33	$	52
Interest cost	166		90		124
Amortization of actuarial gain	(2,321)		(1,274)		(513)
Net periodic postretirement benefit income	$	(2,139)	$	(1,151)	$	(337)

As of the measurement date, the assumed discount rate used in the accounting for the postretirement benefit obligation was 5.6% in 2023, 5.2% in 2022 and 2.5% in 2021. The assumed service cost discount rate and interest cost discount rate used in the accounting for the net periodic postretirement benefit cost were 5.1% and 5.1%, respectively in 2023, 2.7% and 1.5%, respectively in 2022 and 2.5% and 1.4%, respectively in 2021.

For measurement purposes, a 7.3% annual per capita rate of increase of medical and drug costs were assumed for 2024, gradually decreasing to 4.5% for 2035 and years thereafter.

Employee and management profit sharing reflects a discretionary payment based on our financial performance. Profit share expense was $38,702, $32,993 and $34,257 in 2023, 2022 and 2021, respectively.

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Note 16 - 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:

	2023			2022			2021
Earnings before income taxes:
Domestic	$	136,080		$	151,870		$	141,665
Foreign	79,972			51,109			62,109
Total	$	216,052		$	202,979		$	203,774
Federal statutory income tax rate	21.0		%	21.0		%	21.0		%
Increase (decrease) in income taxes resulting from:
Impacts of Tax Act	(0.8)		%	(0.4)		%	(1.2)		%
Revaluation of deferred taxes	—		%	—		%	1.6		%
Withholding taxes	0.4		%	0.6		%	0.4		%
Reversal of indefinite reinvestment assertion	0.5		%	—		%	0.2		%
R&D and foreign tax credits	(6.4)		%	(5.4)		%	(4.6)		%
Divestiture impacts	—		%	2.3		%	—		%
Foreign tax rates	6.8		%	4.5		%	4.4		%
Equity-based compensation	(0.3)		%	(0.2)		%	(0.1)		%
Change in valuation allowance for deferred taxes	(0.8)		%	(2.3)		%	(1.6)		%
State taxes, net of federal benefit	0.1		%	1.9		%	2.1		%
Other	0.3		%	1.6		%	0.6		%
Effective income tax rate	20.8		%	23.6		%	22.8		%

Our accounting policy is to treat tax on the Global Intangible Low-Tax Income ("GILTI") as a current period cost included in tax expense the year incurred. As such, we don't measure the impact of the GILTI in our determination of deferred taxes. In 2023, we recorded $1,578 of GILTI tax and received a benefit of $3,159 related to the Foreign-Derived Intangible Income deduction. In 2023, we also recorded a tax benefit for provision to return adjustments of $2,338 primarily related to domestic research and development tax credits. In addition, we recorded a current year expense of $2,201 for a total accrual of $10,535 for taxes on undistributed earnings not considered permanently reinvested.

During 2023, 2022 and 2021, we repatriated available unremitted earnings from various foreign subsidiaries that were previously taxed under the Tax Act of $39,156, $37,986 and $41,987, respectively. We no longer indefinitely reinvest unremitted earnings and therefore we record a liability related to the remaining unremitted earnings generated by the foreign subsidiaries in the current year. We continue to be permanently invested in outside basis differences other than the unremitted earnings as we have no plans to liquidate or sell those foreign subsidiaries.

The components of income taxes are as follows:

	2023		2022		2021
Current:
Federal	$	41,714	$	6,270	$	9,907
Foreign	32,269		26,730		23,801
State	6,602		3,063		4,684
Total current	80,585		36,063		38,392
Deferred:
Federal	(30,756)		8,076		4,625
Foreign	629		1,742		2,898
State	(5,404)		1,921		639
Total deferred	(35,531)		11,739		8,162
Income taxes	$	45,054	$	47,802	$	46,554

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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, tax planning strategies, carryback opportunities and reversal of existing deferred tax liabilities 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 30,<br>2023		October 1,<br>2022
Deferred tax assets:
Benefit accruals	$	59,738	$	65,863
Inventory reserves	28,301		30,053
Tax benefit carryforwards	7,897		10,885
Contract reserves not currently deductible	10,467		10,447
Lease liability	16,342		18,473
Research and development	41,118		—
Other accrued expenses	6,212		14,824
Total gross deferred tax assets	170,075		150,545
Less valuation allowance	(6,430)		(8,650)
Total net deferred tax assets	$	163,645	$	141,895
Deferred tax liabilities:
Differences in bases and depreciation of property, plant and equipment	$	170,284	$	167,990
Pension	22,238		28,802
Total gross deferred tax liabilities	192,522		196,792
Net deferred tax liabilities	$	(28,877)	$	(54,897)

Deferred tax assets and liabilities are reported in separate captions on the Consolidated Balance Sheets.

At September 30, 2023, foreign tax loss carryforwards total $1,452 with expirations ranging from 2024 to 2028. We have $895 of federal tax credit carryforward with expirations of 2031 and 2033 and $6,285 state tax credit carryforward with expirations of 2027 to indefinite life. The change in the valuation allowance relates to tax benefit carryforwards that were utilized or expired during 2023 and credits that were generated in 2023 but will likely not be used before expiration.

Effective for tax year ended September 30, 2023, the Tax Cuts and Jobs Act (TCJA) of 2017 requires taxpayers to capitalize and amortize research and development costs pursuant to IRC Section 174. Domestic expenses are amortized over a 5 year period and foreign over a 15 year period. As a result of the act, a deferred tax asset of $41,118 was established in 2023.

We record unrecognized tax benefits as liabilities and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Further, we record interest and penalties related to unrecognized tax benefits in income tax expense. In 2023, we recorded a $1,072 benefit for the reversal of the uncertain tax position as a result of concluding the benefit is likely to be realized. In 2022, we expensed interest and penalties of $43 related to $848 of unrecognized tax benefits.

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 tax years before 2020. 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.

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Note 17 - Earnings per Share

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

	2023	2022	2021
Basic weighted-average shares outstanding	31,831,687	31,977,482	32,112,589
Dilutive effect of equity-based awards	212,539	139,546	185,367
Diluted weighted-average shares outstanding	32,044,226	32,117,028	32,297,956		Anti-dilutive shares from equity-based awards	818	50,320	50,012
---	---	---	---

Note 18 - 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 30, 2023 are as follows:

	Shares
Conversion of Class B to Class A shares	7,457,369
Employee Stock Purchase Plan	1,310,543
2014 Long Term Incentive Plan	1,662,796
2008 Stock Appreciation Rights Plan	1,035,822
Class A and B shares reserved for issuance	11,466,530

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 30, 2023, in addition to the shares reserved for issuance upon the exercise of outstanding equity awards, there were 677,923 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.

On November 20, 2020, the Board of Directors authorized a new share repurchase program to replace the previously existing share repurchase program. This program authorizes repurchases that includes both Class A and Class B common stock, and allows us to buy up to an aggregate 3,000,000 common shares. Shares acquired by the SECT or the SERP Trust are not included in this program. During 2023, we repurchased 97,849 of our Class A and B common stock for $7,697. During 2022, we repurchased 486,923 of our Class A and B common stock for $35,626. During 2021, we repurchased 243,147 of our Class A and B common stock for $19,253. As of September 30, 2023, the total remaining authorization for future common share repurchases under our program is 2,172,081 shares.

Previously, the Board of Directors authorized a share repurchase program that was amended from time to time to authorize additional repurchases. Shares acquired by the SECT or the SERP Trust were not included in this program. During 2021, we repurchased 155,963 of our Class A and Class B common stock for $10,193. As of September 30, 2023, there are no shares remaining for future common share repurchases under this program.

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Note 19 - 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.

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 2023, we granted awards in the form of performance-based restricted stock units ("PSUs"), time vested restricted stock units ("TVAs") 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:

	2023		2022		2021
Stock appreciation rights	$	1,584	$	2,370	$	2,345
Performance-based restricted stock units	2,479		1,718		1,151
Time vested restricted stock units	2,461		1,423		602
Restricted stock awards	1,102		850		730
Employee stock purchase plan	2,956		2,521		2,633
Total compensation cost before income taxes	$	10,582	$	8,882	$	7,461
Income tax benefit	$	1,156	$	970	$	893

Restricted Stock Units

Performance-Based Awards

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 2023 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 cliff vesting schedule of three years; 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-<br>Average<br>Grant Date Fair Value
Nonvested at October 1, 2022	58,444	$	78.41
Granted in 2023	40,949	85.17
Vested in 2023	(27,077)	73.39
Forfeited in 2023	(2,417)	80.29
Nonvested at September 30, 2023	69,899	$	84.25

As of September 30, 2023, total unvested compensation expense associated with nonvested PSUs amounted to $3,232 and will be recognized over a weighted-average period of two years.

The number of Class B shares to be issued for PSU awards granted in 2021 that vested based on the achievement of performance targets in 2023, will be approximately 26,800 shares.

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Time Vested Awards

TVAs consist of shares of our stock which are payable over a vesting schedule determined at the time the award is granted. TVAs vest in equal fixed dollar tranches over the agreed upon vesting term beginning one year after the date of the grant and will settle using the fair market value of shares on the date of vesting of the tranche. Although it is our intention to settle vested amount in shares, we reserve the right to settle in cash at our discretion.

TVAs are as follows:

Time Vested Restricted Stock Units	Number of Awards	Weighted-<br>Average<br>Fair Value
Nonvested at October 1, 2022	54,559	$	71.40
Granted in 2023	39,920	85.17
Vested in 2023	(17,768)	86.21
Forfeited in 2023	(1,220)	105.13
Decrease due to fair value change in 2023	(25,446)	n/a
Nonvested at September 30, 2023	50,045	$	112.72

As of September 30, 2023, total unvested compensation expense associated with nonvested TVAs amounted to $3,373 and will be recognized over a weighted-average period of one year.

The number of Class B shares to be issued for TVAs that are expected to vest in 2023 from time based service conditions is approximately 23,000 shares, based on our closing price of Class B common stock of $112.72 as of September 30, 2023.

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 12,464 RSAs granted and vested in 2023 at a price of $88.38 resulting in a fair value of the RSAs vested of $1,102.

Employee Stock Purchase Plan

Shares and the weighted-average price per share associated with the ESPP are as follows:

Employee Stock Purchase Plan	2023		2022		2021
Shares issued	155,704		139,121		141,647
Weighted-average price per share	$	70.91	$	67.91	$	58.52

Stock Appreciation Rights

The fair value of SARs granted was estimated on the date of grant using the Black-Scholes option-pricing model. In 2023, there were no SARs granted. The following table provides the range of assumptions used to value awards and the weighted-average fair value of the awards granted.

	2022			2021
Expected volatility	39% - 40%			38% - 41%
Risk-free rate	1.3		%	0.4% - 0.5%
Expected dividends	1.2		%	1.4		%
Expected term	5-6 years			5-6 years
Weighted-average fair value of awards granted	$	27.86		$	23.11

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 U.S. 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

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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 are as follows:

Stock Appreciation Rights	Number of Awards	Weighted-<br>Average<br>Exercise Price		Weighted-<br>Average<br>Remaining Contractual Life	Aggregate<br>Intrinsic<br>Value
Outstanding at October 1, 2022	858,503	$	73.67
Exercised in 2023	(152,698)	57.85
Expired in 2023	(1,736)	85.95
Forfeited in 2023	(2,559)	79.59
Outstanding at September 30, 2023	701,510	$	77.06	4.7 years	$	25,045
Exercisable at September 30, 2023	614,012	$	76.66	4.2 years	$	22,169

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 $112.96 and Class B common stock of $112.72 as of September 30, 2023. 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:

Stock Appreciation Rights	2023		2022		2021
Intrinsic value of SARs exercised	$	5,596	$	3,777	$	3,833
Total fair value of SARs vested	$	2,426	$	2,346	$	2,558

As of September 30, 2023, total unvested compensation expense associated with SARs amounted to $1,013 and will be recognized over a weighted-average period of one year.

Note 20 - Stock Employee Compensation Trust and Supplemental Retirement Plan Trust

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

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Note 21 - Accumulated Other Comprehensive Income (Loss)

The changes in AOCIL, net of tax, by component are as follows:

	Accumulated foreign currency translation		Accumulated retirement liability		Accumulated gain (loss) on derivatives		Total
AOCIL at October 2, 2021	$	(92,989)	$	(153,210)	$	(1,361)	$	(247,560)
OCI before reclassifications	(101,906)		13,845		(4,031)		(92,092)
Amounts reclassified from AOCIL	12,871		14,134		1,605		28,610
OCI, net of tax	(89,035)		27,979		(2,426)		(63,482)
AOCIL at October 1, 2022	(182,024)		(125,231)		(3,787)		(311,042)
OCI before reclassifications	41,089		(6,716)		1,021		35,394
Amounts reclassified from AOCIL	449		18,342		2,248		21,039
OCI, net of tax	41,538		11,626		3,269		56,433
AOCIL at September 30, 2023	$	(140,486)	$	(113,605)	$	(518)	$	(254,609)

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

The amounts reclassified from AOCIL into earnings are as follows:

	Statements of Earnings location	2023		2022
Retirement liability:
Prior service cost		$	55	$	58
Actuarial losses		11,527		18,189
Settlement loss		12,391		280
Reclassification from AOCIL into earnings		23,973		18,527
Tax effect		(5,631)		(4,393)
Net reclassification from AOCIL into earnings		$	18,342	$	14,134
Derivatives:
Foreign currency contracts	Sales	$	517	$	996
Foreign currency contracts	Cost of sales	2,394		1,044
Reclassification from AOCIL into earnings		2,911		2,040
Tax effect		(663)		(435)
Net reclassification from AOCIL into earnings		$	2,248	$	1,605

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

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

	2023		2022
Retirement liability:
Net actuarial gain (loss) during period	$	(8,432)	$	15,521
Tax effect	1,716		(1,676)
Net deferral in AOCIL of retirement liability	$	(6,716)	$	13,845
Derivatives:
Foreign currency contracts	$	1,319	$	(5,190)
Net gain (loss)	1,319		(5,190)
Tax effect	(298)		1,159
Net deferral in AOCIL of derivatives	$	1,021	$	(4,031)

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Note 22 - Segments

Aircraft Controls. We design, manufacture and integrate primary and secondary flight controls and avionics 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. 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.

Our military production programs include the F-35 Joint Strike Fighter, 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 787 and 737-MAX, the Airbus A320, A330 and A350XWB programs, the Embraer E195-E2 and a variety of business jets.

We are currently working on the development of the Textron Bell V-280 Valor, the MQ-25 aerial refueling drone and other classified funded development military programs.

Aftermarket sales, which represented 30%, 30% and 27% of 2023, 2022 and 2021 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 solutions for a wide array of space and defense applications including space vehicles, launch vehicles, military vehicles, air defense platforms, naval vessels, as well as tactical, hypersonic, and strategic missiles.

We design, manufacture, and integrate steering and propulsion controls for space launch vehicles, hypersonic missiles, and Missile Defense Agency (MDA) vehicles. Launch programs of note include NASA's new Space Launch System for the Artemis program, as well as legacy launch vehicles Atlas and Vulcan. We have also developed modular space vehicle products, which have their own avionics, power, propulsion, and communications systems and are configurable for short durations up through multiyear missions in a wide range of orbits and transfer capabilities. Our spacecraft avionics are used for a variety of purposes and missions, including a complete flight control computer, payload data processing, and processing of discrete elements onboard a spacecraft. Mission specific actuation mechanisms control solar array panels, antenna and thrusters. We also provide discrete isolation systems for the entire spacecraft during launch and for vibration sensitive systems during spacecraft operation. Our propulsion and fluid control solutions accelerate the spacecraft for orbit-insertion, station keeping, and attitude control. Our fluid control systems are also used in Environmental Control and Life Support System (ECLSS) for crewed missions, such as the Orion Multi-Purpose Crew Vehicle that is part of NASA’s Artemis program and the Habitation and Logistics Outpost (HALO), both of which will support humans working on the moon.

We produce an innovative turreted weapon system, the Reconfigurable Integrated-weapons Platform (RIwP®), for several military vehicle programs. In addition, we design controls for gun aiming, stabilization and automatic ammunition loading. Our coordinated multi-axis control systems support military vehicles, radars and launchers. We also manufacture controls for steering tactical and strategic missiles including Lockheed Martin's HELLFIRE® and PAC-3 interceptor, the U.S. National Missile Defense Agency's (MDA) Layered Missile Defense initiatives, multiple hypersonic missiles, as well as Raytheon's TOW missiles. Further, we design, build, and integrate weapons Stores Management Systems (SMS) for light attack aerial reconnaissance, ground, and sea platforms. We also produce high-power, quiet controls designed and built for many naval vessels including surface ships, Unmanned Undersea Vehicles (UUVs) and submarines such as the Ohio and Columbia classes.

Also, we design and manufacture various component products that serve both the space and defense segments by providing mission critical power, data and motion control capabilities. Slip rings allow unimpeded rotation while delivering power and data through a rotating interface. Our motion control products include high-performance motors, position feedback devices and actuators. The military electronics include a range of transceiver and Ethernet-based devices. These capabilities can be vertically integrated to support a broad range of applications which include military vehicles, aircraft, missiles, radar, and satellites.

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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. Our components product categories include hydraulics, slip rings, rotary unions and fiber optic rotary joints, motors and infusion and enteral pumps and associated sets across similar markets. We have also developed control components and systems for construction vehicles to run as zero-emission, autonomous machines with improved performance and safety capabilities.

In the simulation and test market, we supply electromechanical motion simulation bases for the flight simulation and training applications. 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.

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. We also manufacture medical devices including infusion therapy pumps and associated administration sets and enteral clinical nutrition pumps along with disposable sets. Medical device customers use our enteral feeding products in the delivery of enteral nutrition for patients in their own homes, hospitals and long-term care facilities.

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Disaggregation of net sales by segment are as follows:

Market Type	2023		2022		2021
Net sales:
Military	$	700,080	$	745,376	$	781,921
Commercial	689,067		511,085		379,317
Aircraft Controls	1,389,147		1,256,461		1,161,238
Space	407,153		337,773		332,946
Defense	540,098		534,570		466,289
Space and Defense Controls	947,251		872,343		799,235
Energy	123,864		125,574		120,173
Industrial Automation	485,502		435,074		427,076
Simulation and Test	124,980		99,815		89,459
Medical	248,378		246,516		254,812
Industrial Systems	982,724		906,979		891,520
Net sales	$	3,319,122	$	3,035,783	$	2,851,993
Customer Type	2023		2022		2021
---	---	---	---	---	---	---
Net sales:
Commercial	$	689,067	$	511,085	$	379,317
U.S. Government (including OEM)	518,033		566,855		617,034
Other	182,047		178,521		164,887
Aircraft Controls	1,389,147		1,256,461		1,161,238
Commercial	112,777		111,569		126,751
U.S. Government (including OEM)	778,229		704,675		614,984
Other	56,245		56,099		57,500
Space and Defense Controls	947,251		872,343		799,235
Commercial	965,867		891,238		865,269
U.S. Government (including OEM)	5,204		7,565		18,510
Other	11,653		8,176		7,741
Industrial Systems	982,724		906,979		891,520
Commercial	1,767,711		1,513,892		1,371,337
U.S. Government (including OEM)	1,301,466		1,279,095		1,250,528
Other	249,945		242,796		230,128
Net sales	$	3,319,122	$	3,035,783	$	2,851,993
Revenue Recognition Method	2023		2022		2021
---	---	---	---	---	---	---
Net sales:
Over-time	$	1,098,608	$	1,003,432	$	939,251
Point in time	290,539		253,029		221,987
Aircraft Controls	1,389,147		1,256,461		1,161,238
Over-time	883,727		806,994		746,613
Point in time	63,524		65,349		52,622
Space and Defense Controls	947,251		872,343		799,235
Over-time	137,338		121,405		122,066
Point in time	845,386		785,574		769,454
Industrial Systems	982,724		906,979		891,520
Over-time	2,119,673		1,931,831		1,807,930
Point in time	1,199,449		1,103,952		1,044,063
Net sales	$	3,319,122	$	3,035,783	$	2,851,993

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Sales to Boeing were $349,961, $339,119 and $345,907, or 11%, 11% and 12% of sales, in 2023, 2022 and 2021, respectively, including sales to Boeing Commercial Airplanes of $166,748, $139,615 and $118,549 in 2023, 2022 and 2021, respectively. Sales to Lockheed Martin were $294,017, $260,902 and $330,778, or 9%, 9% and 12% in 2023, 2022 and 2021, respectively. Sales arising from U.S. Government prime or sub-contracts, including military sales to Boeing and Lockheed Martin are made primarily from our Aircraft Controls and Space and Defense Controls segments and are included in the Customer Type table above.

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:

	2023		2022		2021
Operating profit:
Aircraft Controls	$	144,803	$	123,620	$	96,678
Space and Defense Controls	95,949		86,844		88,333
Industrial Systems	102,165		72,384		85,948
Total operating profit	342,917		282,848		270,959
Deductions from operating profit:
Interest expense	63,578		36,757		33,892
Equity-based compensation expense	10,582		8,882		7,461
Pension settlement	12,542		—		—
Non-service pension expense	12,324		6,072		(2,194)
Corporate and other expenses, net	27,839		28,158		28,026
Earnings before income taxes	$	216,052	$	202,979	$	203,774
Depreciation and amortization:
Aircraft Controls	$	43,636	$	42,337	$	41,580
Space and Defense Controls	20,227		19,399		18,655
Industrial Systems	26,157		26,515		29,731
Corporate	213		138		193
Total depreciation and amortization	$	90,233	$	88,389	$	90,159
Identifiable assets:
Aircraft Controls	$	1,683,401	$	1,469,968	$	1,471,338
Space and Defense Controls	1,012,616		873,341		839,783
Industrial Systems	1,088,753		1,046,754		1,078,025
Corporate	23,266		41,778		44,023
Total assets	$	3,808,036	$	3,431,841	$	3,433,169
Capital expenditures:
Aircraft Controls	$	77,046	$	70,526	$	63,514
Space and Defense Controls	65,130		44,255		39,863
Industrial Systems	30,949		24,620		25,338
Corporate	161		30		19
Total capital expenditures	$	173,286	$	139,431	$	128,734

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Sales, based on the customer’s location, and property, plant and equipment by geographic area are as follows:

	2023		2022		2021
Net sales:
United States	$	2,152,967	$	2,041,952	$	1,935,626
Germany	203,666		164,388		148,739
Other	962,489		829,443		767,628
Net sales	$	3,319,122	$	3,035,783	$	2,851,993
Property, plant and equipment, net:
United States	$	537,908	$	466,427	$	438,851
United Kingdom	125,471		61,950		62,662
Philippines	33,559		32,905		35,851
Other	117,758		107,626		108,414
Property, plant and equipment, net	$	814,696	$	668,908	$	645,778

Note 23 - Related Party Transactions

John Scannell, Moog's Non-Executive Chairman of the Board of Directors, is a member of the Board of Directors of M&T Bank Corporation and M&T Bank. We currently engage with M&T Bank in the ordinary course of business for financing routine purchases and lease transactions, which totaled $13,670, $14,284 and $14,176 for 2023, 2022 and 2021, respectively. At September 30, 2023, we held outstanding leases with a total remaining obligation of $12,956. At September 30, 2023, outstanding deposits on our behalf for future equipment leases totaled $2,191. M&T Bank also maintains an interest of approximately 12% in our U.S. revolving credit facility. Further details of the U.S. revolving credit facility can be found in Note 10 - Indebtedness. Wilmington Trust, a subsidiary of M&T Bank, is the trustee of the pension assets for our qualified U.S. defined benefit pension plan. For further details, see Note 15 - Employee Benefit Plans.

Note 24 - Commitments and Contingencies

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

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

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

We are contingently liable for $21,083 related to standby letters of credit issued by banks to third parties on our behalf at September 30, 2023. Purchase commitments outstanding at September 30, 2023 are $1,279,156 including $101,551 for property, plant and equipment.

Note 25 - Subsequent Events

On November 2, 2023, the Board of Directors declared a $0.27 per share quarterly dividend payable on issued and outstanding shares of our Class A and Class B common stock on December 8, 2023 to shareholders of record at the close of business on November 22, 2023.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Moog Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Moog Inc. (the Company) as of September 30, 2023 and October 1, 2022, the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2023 and October 1, 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 14, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

	Estimated contract costs at completion
Description of the Matter	As discussed in Note 2 of the consolidated financial statements, revenue for certain of the Company’s contracts with its customers is recognized over time as work progresses toward completion and is measured based on the ratio of cumulative costs incurred to date to the estimated total contract costs at completion. For the year ended September 30, 2023, the Company recognized revenue of $2.1 billion or 64% of total net sales on this basis.<br><br><br><br>Auditing management’s estimated contract costs at completion was complex and highly judgmental due to the significant judgments applied by management including the application of significant assumptions such as estimated direct labor hours, direct material costs, and other direct costs. A significant change in an estimate on one or more contracts could have a material effect on the Company’s statement of earnings.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of estimated contract costs at completion, including the determination of the underlying significant assumptions described above.<br><br><br><br>To test the estimated contract cost at completion, we performed audit procedures that included, among others, inspecting the approved contract and inquiring of program managers regarding the nature of the contract and the scope of work to be performed, testing the actual costs incurred through inspection of source documentation and testing the significant assumptions described above. Our testing of each of these assumptions included a combination of inquiries of finance directors and program managers, inspection of source documentation to support the future estimated costs and analytical procedures comparing profit rates to similar contracts, as applicable. We also assessed the historical accuracy of management’s estimated costs at completion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2003.

Buffalo, NY

November 14, 2023

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2023 based upon the framework in Internal Control - Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting is effective as of September 30, 2023.

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.

/s/ PAT ROCHE
Pat Roche
Chief Executive Officer
(Principal Executive Officer)
/s/ JENNIFER WALTER
---
Jennifer Walter
Vice President,
Chief Financial Officer
(Principal Financial Officer)

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Moog Inc.

Opinion on Internal Control over Financial Reporting

We have audited Moog Inc.’s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Moog Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2023 and October 1, 2022, the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and schedule listed in the Index at Item 15(2) and our report dated November 14, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Buffalo, NY

November 14, 2023

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Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A.	Controls and Procedures.

Disclosure Controls and Procedures.

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

Management’s Report on Internal Control over Financial Reporting.

See the report appearing under Item 8, Financial Statements and Supplemental Data, of this report.

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.	Other Information.

On November 13, 2023, the Board of Directors adopted and approved Amended and Restated By-laws for the Company, that amended the restated the Company's prior Amended and Restated By-Laws. Among other things, the amendments effected by the Amended and Restated By-laws:

•address matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including (i) providing that a shareholder delivering a notice of director nomination must specify whether such shareholder intends to use the Universal Proxy Rules and must represent to the Company in writing that such shareholder will comply with the Universal Proxy Rules requirements in connection therewith, (ii) providing the Company a remedy if a shareholder fails to satisfy the Universal Proxy Rules requirements, and (iii) requiring shareholders intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the meeting;

•require that a shareholder soliciting proxies from other shareholders must use a proxy card color other than white; and

•revise to permit the Board to establish the term of office for any director for a period less than three years in connection with a director's election or re-election to the Board to accommodate the classification of the Board as contemplated by the Amended and Restated By-laws.

The Amended and Restated By-laws also incorporate other ministerial, clarifying and conforming changes. The above description does not purport to be complete and is qualified in its entirety by reference to the full text, which is filed as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated by reference herein.

During the quarter ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10.	Directors, Executive Officers and Corporate Governance.

Information concerning the Company’s directors required by Item 401 of Regulation S-K will appear under the caption “Proposal 1 - Election of Directors” in the 2023 Proxy Statement and is incorporated herein by reference. Information concerning the Company’s executive officers required by Item 401 of Regulation S-K is presented under the caption “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K. Information required by Item 405 of Regulation S-K will be included under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2023 Proxy Statement and is incorporated herein by reference. Information required by Items 407(d)(4) and (d)(5) of Regulation S-K will be included under the captions “Audit Committee” and “Audit Committee Report” in the 2023 Proxy Statement and is incorporated herein by reference.

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer and Controller. The code of ethics is available upon request without charge by contacting our Chief Financial Officer at 716-652-2000.

In the event that we amend or grant any waiver from a provision of the code of ethics that applies to the principal executive officer, principal financial officer and that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons on our website.

Item 11.	Executive Compensation.

Information required by Item 402 of Regulation S-K will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” and “Compensation of Directors” in the 2023 Proxy Statement and is incorporated herein by reference. Information required by Item 407(e)(4) and 407(e)(5) of Regulation S-K will be included under the captions “Executive Compensation Committee Interlocks and Insider Participation” and “The Executive Compensation Committee Report” in the 2023 Proxy Statement and is incorporated herein by reference.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information required by Item 201(d) of Regulation S-K will be included under the caption “Equity Compensation Plan Information” in the 2023 Proxy Statement and is incorporated herein by reference. Information required by Item 403 of Regulation S-K will be included under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2023 Proxy Statement and is incorporated herein by reference.

Item 13.	Certain Relationships and Related Transactions, and Director Independence.

Information required by Item 404 of Regulation S-K will be included under the caption “Related Party Transactions” in the 2023 Proxy Statement and is incorporated herein by reference. Information required by Item 407(a) of Regulation S-K will be included under the caption “Director Independence” in the 2023 Proxy Statement and is incorporated herein by reference.

Item 14.	Principal Accountant Fees and Services.

Information required by this Item 14 will be included under the caption “Audit Fees and Pre-Approval Policy” in the 2023 Proxy Statement and is incorporated herein by reference.

Table of Contents

PART IV

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.

Table of Contents

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 13, 2023.		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
	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.		X
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.		X
10.4	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
10.5	Credit Agreement by and between Moog Inc. Stock Employee Compensation Trust and Citizens Bank, N.A. dated July 26, 2018.		X
10.6	Third Amendment to the Credit Agreement by and between Moog Inc. Stock Employee Compensation Trust and Citizens Bank, N.A. dated April 21, 2023.		X
	Management Contracts or Compensatory Plan or Arrangement
10.7	2008 Stock Appreciation Rights Plan.	14A	December 10, 2007
10.8	First Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan.	14A	December 13, 2012
10.9	Second Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan.	8-K	December 26, 2012
10.10	Form of Stock Appreciation Rights Award Agreement under 2008 Stock Appreciation Rights Plan.	10-K	November 25, 2008
10.11	2014 Long Term Incentive Plan.	14A	December 12, 2014
10.12	First Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 17, 2015.	10-K	November 14, 2022
10.13	Second Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 15, 2016.	10-K	November 14, 2022
10.14	Third Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 11, 2019.	10-K	November 14, 2022
10.15	Fourth Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 17, 2020.	10-K	November 14, 2022
10.16	Fifth Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 16, 2021.	10-Q	January 28, 2022
10.17	Form of Stock Appreciation Rights Award Agreement under the 2014 Long Term Incentive Plan.	8-K	November 20, 2015
10.18	Form of Restricted Stock Unit 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 (for awards granted on or after November 15, 2021).	10-K	November 15, 2021
10.20	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
10.21	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
10.22	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
10.23	Moog Inc. Management Short Term Incentive Plan, dated September 29, 2017.	8-K	October 5, 2017

Table of Contents

10.24	First Amendment to the Moog Inc. Management Short Term Incentive Plan, dated July 26, 2018.	8-K	July 27, 2018
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. Deferred Compensation Plan for Directors and Officers, amended and restated effective January 1, 2005.	10-K	November 14, 2022
10.28	First Amendment to the Moog Inc. Deferred Compensation Plan for Directors and Officers, effective November 16, 2021.	10-Q	January 28, 2022
10.29	Form of Employment Termination Benefits Agreement between Moog Inc.and Employee-Officers.	10-K	September 25, 1999
10.30	Form of Employment Termination Benefits Agreement between Moog Inc. and Employee-Officers.	10-Q	April 28, 2023
10.31	Form of Indemnification Agreement for officers, directors and key employees.	8-K	November 30, 2004
10.32	Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan dated August 9, 2017.	8-K	August 11, 2017
10.33	Defined Contribution Supplemental Executive Retirement Plan, dated March 4, 2016.	10-Q	May 2, 2016
10.34	First Amendment to the Defined Contribution Supplemental Executive Retirement Plan, dated July 26, 2018.	10-Q	July 27, 2018
10.35	Moog Inc. Retirement Savings Restoration Plan.	10-K	November 14, 2022
	First Amendment to the Moog Inc.Retirement Savings Restoration Plan.	10-K	November 14, 2022
10.36	Other Material Contracts
10.37	Moog Inc. Supplemental Retirement Plan Trust, as amended and restated, effective January 1, 2015.	10-Q	May 4, 2015
10.38	Moog Inc. Stock Employee Compensation Trust Agreement amended and restated as of August 13, 2014.	10-Q	February 3, 2015
10.39	Amendment No.1 to the Moog Inc. Stock Employee Compensation Trust Agreement, dated May 8, 2018.	10-Q	July 27, 2018
	Other Exhibits
21	Registrant Subsidiary Listing.		X
23	Consent of Ernst & Young LLP.		X
97	Moog Inc. Compensation Clawback Policy, dated November 2023.		X
	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., Securities and Exchange Commission file number 1-05129.

Item 16.	Form 10-K Summary.

None.

Table of Contents

Valuation and Qualifying Accounts

(dollars in thousands)									Schedule II
			Additions				Foreign
	Balance at		charged to				exchange		Balance
	beginning		expenses and				impact		at end
Description	of year		other accounts		Deductions*		and other		of year
Fiscal year ended October 2, 2021
Contract reserves	$	72,412	$	41,572	$	55,377	$	250	$	58,857
Allowance for credit losses	6,313		2,245		4,238		31		4,351
Reserve for inventory valuation	153,311		26,513		25,151		982		155,655
Deferred tax valuation allowance	14,784		2,513		3,729		328		13,896
Fiscal year ended October 1, 2022
Contract reserves	$	58,857	$	23,607	$	35,099	$	(818)	$	46,547
Allowance for credit losses	4,351		1,686		1,083		(346)		4,608
Reserve for inventory valuation	155,655		25,252		33,876		(6,426)		140,605
Deferred tax valuation allowance	13,896		—		4,598		(648)		8,650
Fiscal year ended September 30, 2023
Contract reserves	$	46,547	$	94,829	$	96,046	$	(73)	$	45,257
Allowance for credit losses	4,608		1,786		2,200		(184)		4,010
Reserve for inventory valuation	140,605		20,286		21,336		2,244		141,799
Deferred tax valuation allowance	8,650		2,454		4,254		(420)		6,430

* Includes the effects of divestitures.

Table of Contents

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Moog Inc.

(Registrant)

By	/s/ PAT ROCHE
	Pat Roche
	Chief Executive Officer
	Date:	November 14, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 14, 2023.

/s/ PAT ROCHE	/s/ WILLIAM G. GISEL, JR.
Pat Roche	William G. Gisel, Jr.
Chief Executive Officer	Director
(Principal Executive Officer)
Director
/s/ JENNIFER WALTER	/s/ PETER J. GUNDERMANN
Jennifer Walter	Peter J. Gundermann
Vice President and Chief Financial Officer	Director
(Principal Financial Officer)
/s/ MICHAEL J. SWOPE	/s/ KRAIG H. KAYSER
Michael J. Swope	Kraig H. Kayser
Controller	Director
(Principal Accounting Officer)
/s/ JOHN R. SCANNELL	/s/ BRIAN J. LIPKE
John R. Scannell	Brian J. Lipke
Chairman of the Board and Director	Director
/s/ JANET M. COLETTI	/s/ MAHESH NARANG
Janet M. Coletti	Mahesh Narang
Director	Director
/s/ DONALD R. FISHBACK	/s/ BRENDA L. REICHELDERFER
Donald R. Fishback	Brenda L. Reichelderfer
Director	Director

95

Document

AMENDED AND RESTATED BY-LAWS

of

MOOG INC.

Effective November 13, 2023

BY-LAWS OF

MOOG INC.

ARTICLE I MEETINGS OF SHAREHOLDERS

Sec. 1.01.    ANNUAL MEETING. The Annual Meeting of Shareholders shall be held

not more than 180 days after the end of the fiscal year of the Corporation at such date, time and place within or without the State of New York as shall be established by resolution of the Board of Directors. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled meeting.

Sec. 1.02.    SPECIAL MEETING. Special Meetings of Shareholders, unless otherwise provided by law, may be called at any time by resolution of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting and only such business may be transacted as is related to the purpose or purposes set forth in such request. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled special meeting. Such meetings shall be held at the principal office of the Corporation or at such other place, within or without the State of New York, as the Board of Directors shall designate.

Sec. 1.03.    NOTICE OF MEETING. The Secretary or any other person authorized by the Board of Directors shall serve personally, by mail or by electronic transmission upon each shareholder entitled to vote thereat a written notice of any meeting, addressed to each such shareholder at his or her address as it appears on the books of the Corporation. Such notice shall state the place, date and hour of such meeting. If the notice is of a special meeting, it shall also state the purpose or purposes for which such meeting is called, and by or at whose direction it is being issued. When any action proposed to be taken would, if taken, entitle shareholders to receive payment for their shares pursuant to § 623 of the New York Business Corporation Law, the notice of such meeting shall include a statement to that effect. Notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days prior to such meeting.

Sec. 1.04    QUORUM. Except as otherwise provided by statute or the Certificate of Incorporation, the holders of a majority of the shares of each class of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of shareholders, but despite the absence of a quorum, a majority of the shareholders present may adjourn the meeting to some future time not more than twenty (20) days later, without notice other than announcement at the meeting, and at any such adjourned meeting at which a quorum is present any business may be transacted that might have been transacted at the meeting as originally noticed.

Sec. 1.05.    VOTING. At all meetings of shareholders, all questions, the manner of deciding which is not specifically regulated by statute, by the Certificate of Incorporation or by these By-Laws, shall be determined by vote of a majority of the shares present or represented at such meetings and voting on such questions. For every share of stock standing in his or her name on the books of the Corporation, each shareholder of record of Class A shares shall be entitled to one-tenth vote per share and each shareholder of record of Class B shares shall be entitled to one vote per share. All voting shall be viva voce, except that any shareholder may request that the vote be by ballot, in which case each ballot shall state the name of the shareholder voting and the class and number of shares standing in his name on the books of the Corporation, and in addition, if such ballot be cast by proxy, the name of the proxy shall be stated. The casting of all votes of shareholders shall be governed by the provisions of these By-Laws, except as otherwise expressly provided by law.

Sec. 1.06.    BUSINESS TRANSACTED. At the Annual Meeting of Shareholders, directors shall be elected and such other business may be transacted as is properly brought before the meeting in accordance with the following:

(a)Requirements. To be considered as properly brought before an Annual Meeting of Shareholders, business must be: (i) specified in the notice of meeting, (ii) otherwise properly brought before the meeting by, or at the direction of, the Board of Directors or (iii) otherwise properly brought before the meeting by any holder of record (both as of the time notice of such business is given by the shareholder as set forth below and as of the record date for the Annual Meeting of Shareholders in question) of any shares of the Corporation entitled to vote at such Annual Meeting of Shareholders on such business who also complies with the requirements set forth below. Such business must be a proper matter for shareholder action under the New York Business Corporation Law.

(b)Timing. In addition to any other applicable requirements provided by law, for business to be properly brought by a shareholder before an Annual Meeting of Shareholders, such shareholder shall: (i) give timely notice as required by this Section 1.06(b) to the Secretary of the Corporation and (ii) be present at such meeting in person. For all Annual Meetings of Shareholders, a shareholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Shareholders (the “Anniversary Date”); provided, however, that in the event the Annual Meeting of Shareholders is scheduled to be held on a date more than thirty (30) days before the Anniversary Date or more than thirty (30) days after the Anniversary Date, a shareholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the 10th day following the day on which public announcement of the date of such annual meeting is first made by the Corporation.

For purposes of these By-Laws, “public announcement” shall mean: (i) disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, (ii) a report or other document filed publicly with the Securities and Exchange Commission (including, without limitation, a Form 8-K), or (iii) a letter or report sent to shareholders of record of the Corporation at the close of business on the day of the mailing of such letter or report.

(c)Proposals. A shareholder’s notice to the Secretary shall set forth as to each matter proposed by such shareholder to be brought before an Annual Meeting of Shareholders:

(i) a brief description of the business the shareholder desires to bring before such annual meeting and the reasons for conducting such business at such annual meeting, (ii) the name and address, as they appear on the Corporation’s stock transfer books, of the shareholder proposing such business, (iii) the class or series and number of shares of the Corporation’s capital stock beneficially owned by the shareholder proposing such business, (iv) the names and addresses of the beneficial owners, if any, of any capital stock of the Corporation registered in such shareholder’s name on such books, and the class or series and number of shares of the Corporation’s stock beneficially owned by such beneficial owners, (v) the names and addresses of other shareholders known by the shareholder proposing such business to support such proposal, and the class or series and number of shares of the Corporation’s stock beneficially or of record owned by such other shareholders and (vi) any material interest of the shareholder proposing to bring such business before such meeting (or any other shareholders known to be supporting such proposal) in such proposal.

(d)Nominations. No person shall be elected by the shareholders as a director of the Corporation unless nominated in accordance with the procedures set forth below:

(i)Nominations of candidates for election as directors of the Corporation at any Annual Meeting of Shareholders may be made only: (A) by, or at the direction of, the Board of Directors or (B) by any holder of record (both as of the time notice of such nomination is given by the shareholder as set forth below and as of the record date for the Annual Meeting of Shareholders in question) of a class of shares of the Corporation entitled to vote for the election of the directors and only as to such class of director whose election such shareholder would be entitled to vote thereon at an Annual Meeting of Shareholders, who complies with the timing, informational and other requirements set forth in this Section 1.06. Any shareholder who seeks to make such a nomination must be present in person at the Annual Meeting of Shareholders. Only persons nominated in accordance with the procedures set forth in this Section 1.06 shall be eligible for election as directors at an Annual Meeting of Shareholders. Nominations, other than those made by, or at the direction of, the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in Section 1.06(b).

(ii)In addition to the information required in Section 1.06(c), a shareholder’s notice to the Secretary with respect to a nomination shall (A)set forth as to each person whom the shareholder proposes to nominate for election as a director: (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such person, (3) the class or series and number of shares of the Corporation’s capital stock which are beneficially owned by such person on the date of such shareholder notice,

(4) the consent of each nominee to being named in the proxy statement as a nominee and to serve as a director if elected, (5) a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder or in connection therewith and (6) such information concerning such person as is required to be disclosed concerning a nominee for election as director of the Corporation pursuant to the rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (B) a representation (1) as to whether such shareholder intends, or is part of a group that intends, to solicit proxies in support of director nominees other than the Corporation’s nominees, in accordance with Rule 14a-19 promulgated under the Exchange Act, (2) that such shareholder, or the group of which such shareholder is a part, intends to solicit the holders of shares representing at least 67% of the voting power of the Corporation’s shares entitled to vote on the election of directors in support of such shareholder’s director nominees, other than the Corporation’s nominees, in accordance with Rule 14a-19(a)(3) promulgated under the Exchange Act, (3) that such shareholder, or the group of which such shareholder is a part, intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's

outstanding capital stock required to elect such shareholder’s director nominee, and (4) that such shareholder will comply with all applicable law, rules and regulations in connection with the nomination, solicitation and election of the proposed nominee, as applicable (including Rules 14-6 and 14a-19 promulgated under the Exchange Act), and, to the extent requested by the Corporation, provide reasonable evidence that it has complied with such law, rules and regulations.

(e)If the Board of Directors or a designated committee thereof determines that any proposal or nomination made by a shareholder was not made in a timely fashion in accordance with the provisions of this Section 1.06, or that the information provided in a shareholder’s notice does not satisfy the information requirements of this Section 1.06 in any material respect, such proposal or nomination shall not be considered at the Annual Meeting of Shareholders in question. If neither the Board of Directors nor such committee makes a determination as to the validity of any proposal or director nomination in the manner set forth above, the presiding officer at the Annual Meeting of Shareholders shall determine whether the proposal or nomination was made in accordance with the terms of this Section 1.06. If the presiding officer determines that any proposal or nomination was not made in a timely fashion in accordance with the provisions of this Section 1.06 or that the information provided in a shareholder’s notice does not satisfy the information requirements of this Section 1.06 in any material respect, such proposal or nomination shall not be presented for action at the annual meeting in question. If the Board of Directors, a designated committee thereof or the presiding officer determines that a proposal or nomination was made in accordance with the requirements of this Section 1.06, the presiding officer shall so declare at the Annual Meeting of Shareholders and ballots shall be provided for use at the meeting with respect to such proposal and/or such nominee shall be eligible for election at the meeting, as applicable.

(f)Without limiting the other provisions and requirements of this Section 1.06, unless otherwise required by law, if any shareholder (A) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such shareholder’s nominees. Upon request by the Corporation, if any shareholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such shareholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence (as determined by the Corporation or one of its representatives, acting in good faith) that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(g)Notwithstanding the foregoing provisions of this Section 1.06, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law, and nothing in this By-Law shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement, or the Corporation’s right to refuse inclusion thereof, pursuant to Rule 14a-8 under the Exchange Act.

Sec. 1.07.    PROXIES. Every shareholder having a right to vote at any meeting or to express consent or dissent shall be entitled to authorize another person or persons to vote for him by proxy. No proxy shall be valid unless it shall be in writing and signed by the shareholder or his attorney-in-fact thereunto duly authorized in writing, and specify the meeting or meetings at which such proxy may be exercised. Every proxy shall be revocable at the pleasure of the person executing it, except to the extent otherwise permitted by and in conformity with law. No proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided in such proxy. Any shareholder soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Sec. 1.08.    RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

In each such case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend, or such allotment of rights, or otherwise to be recognized as shareholders for the related purpose, notwithstanding any registration of transfer of shares on the books or the Corporation after any such record date so fixed.

When any determination is made as provided in this Section, such determination shall apply to any adjournment of any meeting except where a new record date is fixed by the Board of Directors for such adjourned meeting.

ARTICLE II DIRECTORS

Sec. 2.01.    NUMBER. The affairs and business of this Corporation shall be managed

by a Board of Directors composed of not less than three (3) nor more than fifteen (15) persons, 18 years of age or more, who need not be shareholders. The Board of Directors shall include such number of directors, within the preceding limitations, as shall be determined from time to time by resolution adopted by the vote of a majority of the entire Board.

In addition to being divided into Class A directors and Class B directors, as hereinafter provided, the Board of Directors shall further be divided into three (3) subclasses of directors, which are hereby designated as Class I, Class II and Class III, respectively, which shall be as nearly equal in number as is possible. At each Annual Meeting of Shareholders, directors to succeed those whose terms expire at such Annual Meeting shall be elected to hold office for the term of office specified in Section 2.03.

Except as may otherwise be provided in the Certificate of Incorporation, at least 25% of the Board of Directors, rounded up to the nearest whole number, shall be designated as Class A directors. In the event of any increase in the number of directors, within the limits of this Section, the vacancy or vacancies so resulting shall be filled until the following Annual Meeting of Shareholders by a vote of a majority of the directors then in office, so long as at least 25% of the enlarged Board consists of directors elected by the holders of Class A Common shares or by persons appointed to fill vacancies created by the death, resignation or removal of persons elected by the holders of Class A Common shares.

The directors elected by the holders of the Class A Common shares shall be designated as Class A-I, Class A-II, or Class A-III, depending upon the term of office for which each such director is elected, and similarly, the directors elected by the holders of the Class B common shares shall be designated as Class B-I, Class B-II, or Class B-III directors, based upon the expiration date of their respective terms of office.

Sec. 2.02.    HOW ELECTED. Directors shall be elected at the Annual Meeting of Shareholders, with the persons to be elected as each Class A or Class B director to be those persons who shall receive a plurality of the votes cast by the holders of the outstanding shares of each such Class of shares and the persons so elected shall constitute the Board of Directors.

Sec. 2.03.    TERM OF OFFICE. Each director shall be elected to serve a term of three

(3)years, or such other shorter term as the Board of Directors may determine in order to accommodate the classifications of the Board as contemplated by this Article II, and thereafter until his successor has been elected and has qualified.

Sec. 2.04.    DUTIES. The Board of Directors may exercise all powers of the Corporation and shall have the control and general management of the affairs and business of the Corporation. Such directors shall in all cases act as a Board, regularly convened, and may, by majority vote, take such action and adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with any provisions of law, the Certificate of Incorporation or these By-Laws.

Sec. 2.05.    DIRECTORS MEETINGS. Regular meetings of the Board shall be held immediately following the Annual Meeting of Shareholders, and at such other times as the Board may determine by resolution. Special meetings of the Board may be called by the Chairman of the Board at any time and shall be called by the Chairman of the Board or the Secretary upon the written request of two (2) directors. Meetings of the Board shall be held at such date, time and place within or without the State of New York as may be determined by the Board.

Sec. 2.06.    NOTICE OF MEETING. The Secretary shall serve upon each director a written notice of all meetings of the Board of Directors, other than the regular annual meeting or any regular meeting held in accordance with a resolution establishing such meetings duly adopted by the Board at its regular annual meeting. Such notice shall be addressed to each director at his address as shown on the records of the Secretary and shall specify the place, date and time of such meeting. Such notice shall be delivered personally, by mail (including reputable overnight carrier), by electronic mail, by facsimile transmission, by telegram or given to the director orally, at least three (3) days before the date of such meeting, including the day of mailing. At any meeting at which all directors are present, or of which all directors not present have waived in writing the giving of such notice, any notice otherwise required shall be dispensed with and any business may be transacted which could have been transacted if the same were specified in such notice.

Sec. 2.07.    QUORUM. At any meeting of the Board of Directors, a majority of the entire Board shall be necessary to and constitute a quorum for the transaction of business unless otherwise provided by law or by the Certificate of Incorporation but in the event of a quorum not being present, a lesser number may adjourn the meeting to another time and place not more than ten (10) days later, without notice other than announcement at the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Sec. 2.08.    VOTING. At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares of stock that he or she may hold. Unless otherwise provided by statute or by the Certificate of Incorporation, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Sec. 2.09.    VACANCIES. Vacancies in the Board of Directors occurring during terms of office, whether occurring upon removal with or without cause, or otherwise, shall be filled for the remainder of the term by the vote of the holders of the Class of common shares who originally elected the director whose office is vacant, at the next Annual Meeting of Shareholders or Special Meeting of Shareholders called for such purpose following the creation of such vacancy, but until such meeting, the vacancy may be filled by the vote of the remaining directors

representing the Class of common shares who originally elected the director whose termination in office created such vacancy.

Sec. 2.10.    RESIGNATION. Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, or the Secretary of the Corporation. Unless an effective date is specified in such notice, it shall become effective upon receipt by the Board or such officer, and no action on such resignation shall be necessary to make it effective.

Sec. 2.11.    COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members one or more committees, each consisting of one (1) or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board. However, no such committee shall have authority as to any of the following matters:

(a)the submission to shareholders of any action as to which shareholders’ authorization is required by law;

(b)the filling of vacancies in the Board of Directors or on any committee;

(c)the fixing of compensation of any director for serving on the Board or on any committee;

(d)the amendment or repeal of these By-Laws, or the adoption of new By- Laws;

(e)the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member or members at any meeting of such committee. Each such committee shall serve at the pleasure of the Board of Directors. It shall keep minutes of its meetings and report the same to the Board of Directors.

Sec. 2.12.    COMPENSATION. The Board of Directors may determine, from time to time, the amount of compensation plus expenses of attendance, to be paid to directors for their attendance at any meeting of the Board or of its committees. Salaried employees of the Corporation shall not be paid separate compensation for serving on the Board of Directors.

Sec. 2.13.    DIRECTOR EMERITUS. Any person who shall have served as a director of the corporation for 10 or more years, may, upon attaining the age of 70 years, be elected a Director Emeritus by the Board of Directors. The election of a Director Emeritus shall be for a term of one year, and such person may be re elected annually thereafter, by the Board of Directors, at the time of the annual meeting of the Board. A Director Emeritus shall be entitled to attend meetings of the Board of Directors and may participate in such meetings, but shall not have a vote as a director of the Corporation. A Director Emeritus shall receive such compensation as may be established, from time to time, by the Board of Directors.

Sec. 2.14.    ELECTRONIC PARTICIPATION. Any one or more members of the Board of Directors, or of any Committee of the Board, may participate in any regular or special meeting of the Board or any Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.

ARTICLE III

[RESERVED]

ARTICLE IV OFFICERS

Sec. 4.01.    GENERAL. The Board of Directors shall elect or appoint from among the

directors a Chairman of the Board, who shall be deemed to be an officer of the Corporation. The Board of Directors shall also elect or appoint a Chief Executive Officer, a Chief Financial Officer, a Secretary, and a Treasurer. The Board of Directors may (but shall not be required to) elect or appoint one or more Vice Chairmen of the Board from among the directors, a Chief Operating Officer, a President, one or more Executive Vice Presidents and one or more Vice Presidents (the number and titles of such Executive Vice Presidents or Vice Presidents to be determined by the Board), and such other officers, assistant officers, agents and employees as it shall deem necessary, who shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors from time to time. Any two or more offices may be held by the same person.

Sec. 4.02.    ELECTION. Unless otherwise provided for by resolution of the Board of Directors, each officer of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately before or following the Annual Meeting of Shareholders, and shall hold office until the meeting of the Board immediately before or following the next Annual Meeting of Shareholders, and the election and qualification of his or her successor. Between Annual Meetings, the Board of Directors may appoint new additional officers or fill an officer vacancy at any time.

Sec. 4.03.    SENIOR MANAGEMENT OFFICIAL. The Board of Directors from time to time may designate an officer of the Corporation as “the senior management official” for purposes of the United States National Industrial Security Program Operating Manual (“NISPOM”) or any successor or equivalent requirement with respect to the Corporation’s performance of classified contracts. With respect to matters of industrial security and compliance with the NISPOM, the Senior Management Official (“SMO”) shall be solely responsible for management and operational decisions of the Corporation’s industrial security program, be accountable only to the Board of Directors, and shall have the authority to limit or deny access by any other officer or individual employed by the Corporation, except the SMO, Facility Security Officer and Insider Threat Program Senior Official to classified materials. The Board shall only designate an individual as the SMO who holds or can obtain a personnel security clearance and otherwise satisfy the requirements of the NISPOM. Without specific action by the Board to designate an individual as the SMO, no officer or other individual shall be deemed to be the SMO merely by election or appointment as an officer of the Corporation.

Sec. 4.04.    DUTIES OF OFFICERS. The duties and powers of the officers of the Corporation, subject to specific directions and limitations established by the Board of Directors from time to time, shall be as follows:

CHAIRMAN OF THE BOARD

The Chairman of the Board shall preside at all meetings of shareholders and of the Board of Directors, and shall have such other powers and perform such duties as may from time to time be assigned by the Board, including the specified duties of any other officers.

VICE CHAIRMAN OF THE BOARD

The Vice Chairman of the Board, or if there be more than one, the Vice Chairmen of the Board, shall have such powers and perform such duties as may from time to time be assigned by the Board of Directors.

CHIEF EXECUTIVE OFFICER

The Chief Executive Officer shall be responsible for the execution, carrying out and fulfillment of all policies, determinations and regulations of the Board of Directors, the formulation and presentation to the Board of Directors of long-range plans for the Corporation, and shall have such other powers and perform such duties as may from time to time be assigned by the Board of Directors.

CHIEF OPERATING OFFICER

The Chief Operating Officer, if elected or appointed by the Board of Directors, shall generally assist and report to the Chief Executive Officer, and shall have such other powers and perform such duties as may from time to time be assigned by the Board of Directors or Chief Executive Officer, with the exception of the duties and responsibilities of the Chief Executive Officer or the SMO.

PRESIDENT

The President, if elected or appointed by the Board of Directors, shall have such other powers and perform such duties as may from time to time be assigned by the Board of Directors or Chief Executive Officer, except for duties and responsibilities required of the Chief Executive Officer and the SMO may only be assigned by the Board of Directors.

EXECUTIVE VICE PRESIDENT

The Executive Vice President, or if there be more than one-elected or appointed by the Board of Directors, the Executive Vice Presidents in order of their seniority, by title, or in such other order determined by the Board of Directors, shall generally assist the Chief Executive Officer and perform such other duties as the Board of Directors or the Chief Executive Officer shall prescribe, except for duties and responsibilities required of the Chief Executive Officer and the SMO may only be assigned by the Board of Directors.

CHIEF FINANCIAL OFFICER

The Chief Financial Officer shall be responsible for the affairs and obligations of the Corporation involving financial matters, financial controls, accounting policies, risk management, securities regulation and disclosure, and shall have such other powers and perform such other duties or may from time to time be assigned by the Board of Directors.

VICE PRESIDENT

The Vice President, or if there be more than one, the Vice Presidents in order of their seniority, by title, or in any other order determined by the Board of Directors, shall perform such other duties as the Board of Directors or the Chief Executive Officer shall prescribe, except for the duties and responsibilities required of the Chief Executive Officer and the SMO may only be prescribed by the Board of Directors.

SECRETARY

The Secretary shall attend all meetings of the Board and all meetings of shareholders, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his or her signature or the signature of the Treasurer, Assistant Secretary or Assistant Treasurer. The Secretary shall keep in safe custody the certificate books and shareholder records and such other books and records as the Board may direct, and shall perform all other duties incident to the office of Secretary.

ASSISTANT SECRETARY

The Assistant Secretaries, if any, in order of their seniority or any other order determined by the Board of Directors, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties incident to the office of Secretary as the Board of Directors or the Secretary shall prescribe.

TREASURER

The Treasurer shall have care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. Except as otherwise provided by resolution of the Board of Directors, the Treasurer shall disburse funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief Financial Officer, Chief Executive Officer, and directors at any regular meeting of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

ASSISTANT TREASURER

The Assistant Treasurers, if any, in order of their seniority or in any other order determined by the Board of Directors, shall in the absence or disability of the Treasurer, perform the duties and exercise the power of Treasurer, and shall perform such other duties incident to the office of Treasurer as the Board of Directors or the Treasurer shall prescribe.

CONTROLLER

The Controller, if any, shall maintain adequate records of all assets, liabilities and transactions of the Corporation and shall have adequate audits thereof currently and regularly made. In conjunction with other officers, the Controller shall initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with maximum safety, efficiency and economy. The Controller shall attend such meetings and shall report to the Chief Financial Officer, the Chief Executive Officer or the Board, as the Board of Directors may prescribe.

ASSISTANT CONTROLLER

The Assistant Controller, or if there be more than one, the Assistant Controllers in order of their seniority or any other order determined by the Board of Directors, shall in the absence or disability of the Controller, perform the duties and exercise the powers of Controller, and shall perform such other duties incident to the office of Controller as the Board of Directors or the Controller shall prescribe.

Sec. 4.05.    VACANCIES, HOW FILLED. All vacancies in any office shall be filled for the unexpired portion of the term by the Board of Directors without undue delay at its next regular meeting or at a meeting specifically called for that purpose.

Sec. 4.06.    REMOVAL OF OFFICERS. The Board of Directors may remove any officer at any time, with or without cause, by a majority vote of the entire Board.

Sec. 4.07.    RESIGNATION. Any officer may resign at any time by giving written notice to the Chairman of the Board of Directors or the Secretary of the Corporation. Unless an effective date is specified in such notice, it shall become effective upon receipt by the Chairman of the Board or such officer, and no action on such resignation shall be necessary to make it effective.

Sec. 4.08.    COMPENSATION OF OFFICERS. The officers shall receive such salary or compensation as may be determined by the Executive Compensation Committee, if any, unless otherwise provided by the Board of Directors. The fact that any officer is a director shall not preclude such officer from receiving a salary or from voting upon any resolution establishing the same.

ARTICLE V CORPORATE SEAL

Sec. 5.01.    FORM. The Board of Directors shall adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization, the words “Corporate Seal, New York” and such other matters as the Board of Directors may consider proper.

ARTICLE VI SHARE CERTIFICATES

Sec. 6.01.    FORM; SIGNATURE. The certificates for shares shall be in such form as the Board of Directors may determine from time to time. Such certificates shall be signed by the Chief Executive Officer and the Secretary or Treasurer and shall be sealed with the seal of the Corporation. Such seal may be a facsimile, engraved or printed. Where any such certificate is signed by a transfer agent or registered by a registrar, other than the Corporation itself, the signatures of any such Chief Executive Officer, Secretary or Treasurer upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued with the same effect as if he were such officer and had not ceased to be such at the date of its issue.

Every certificate of stock issued by the Corporation shall plainly state upon the face thereof: That the Corporation is formed under the laws of the State of New York; the name of the registered holder; the number, kind and class of shares, and the designation of the series, if any, which it represents; and the par value of each share represented by such certificate or a statement that such shares are without par value.

Each series of certificates shall be consecutively numbered. The name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the Corporation’s books as well as on the face of such certificate.

Sec. 6.02.    TRANSFERS OF CERTIFICATES. Certificates for shares of the Corporation shall be transferable on the books of the Corporation, by the holder thereof in person or by his attorney, upon surrender for cancellation of such certificates, together with evidence of succession, assignment or authority to transfer and payment of any applicable transfer taxes.

Sec. 6.03.    LOST, STOLEN OR DESTROYED STOCK CERTIFICATES. Nocertificate for shares of stock shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of evidence of the loss, theft or destruction, and upon indemnification of the Corporation and its agents to the extent and in the manner the Board of Directors may from time to time prescribe.

Sec. 6.04.    REGULATIONS. The Board of Directors shall have the power and authority to make such rules and regulations as it may deem expedient, concerning the issue, transfer and registration of certificates for shares.

Sec. 6.05.    TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one or more transfer agents or transfer clerks and/or one or more registrars of transfers, and may require all stock certificates to bear the signature of a transfer agent or transfer clerk and/or a registrar of transfers. The Board may at any time terminate the appointment of any transfer agent or transfer clerk or any registrar of transfers.

Sec. 6.06.    OWNER OF CERTIFICATE. The holder of record of any certificate for shares shall be deemed the holder in fact thereof and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such certificate on the part of any other persons, whether or not it shall have actual other or notice thereof, except as otherwise expressly provided by law.

ARTICLE VII DIVIDENDS

Sec. 7.01.    WHEN DECLARED. Within any limitations in the Certificate of Incorporation and to the extent permitted by law, the Board of Directors may declare dividends from the surplus profits of the Corporation in cash, in property, or in the shares of the Corporation, whenever, in its opinion, the conditions of the Corporation’s affairs will render it expedient for such dividends to be declared.

Sec. 7.02.    PAYMENT. The Board of Directors, in declaring any dividend, may determine the shareholders entitled to receive such dividend by fixing a record date for the determination of shareholders and making any such dividend payable only to those persons who are shareholders of record as of such date. The Board may also determine the date when payment of any such dividend is to be made.

Sec. 7.03.    RESERVES. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the same manner as it was created.

ARTICLE VIII

CONTRACTS, BILLS, NOTES, DEPOSITORIES

Sec. 8.01.    BILLS, NOTES, ETC. All bills payable, notes, checks, drafts, warrants or other negotiable instruments shall be made in the name of the Corporation, and shall be signed and countersigned by such officers or agents as shall be designated by resolution of the Board of Directors. No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft or warrant or other negotiable instrument, or endorse the same in the name of the Corporation or contract or cause to be contracted any debt or liability in the name or in behalf of the Corporation, except as herein expressly prescribed and provided.

Sec. 8.02.    CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general and continuing or may be confined to specific instances. An authorized officer or agent that enters into any contract or executes and delivers any instrument related to the performance of a contract subject to the United States National Industrial Security Program shall be a U.S. citizen.

Sec. 8.03.    DEPOSITORIES. The Board of Directors shall designate the trust company, or trust companies, bank or banks, in which shall be deposited the money or securities of the Corporation.

ARTICLE IX

OFFICES

Sec. 9.01.    PRINCIPAL OFFICE. The principal office of the Corporation shall be at

Seneca and Jamison Road, East Aurora, County of Erie and State of New York, and the exact address of such office may be determined, and changed, from time to time by resolution of the Board of Directors.

Sec. 9.02.    OTHER OFFICES. The Corporation may have offices and places of business at such other places within or without the State of New York, as the Board of Directors may from time to time determine, or the business of the Corporation may require.

ARTICLE X FISCAL YEAR

Sec. 10.01.    FISCAL YEAR. Unless otherwise fixed by resolution of the Board of

Directors, the fiscal year of the Corporation shall end on the last Saturday in September in each year.

ARTICLE XI INSPECTORS OF ELECTION

Sec. 11.01.    APPOINTMENT. The Board of Directors, prior to the Annual Meeting of

Shareholders in each year, shall appoint one or more inspectors of election to act at such Annual Meeting of Shareholders and at all other meetings of shareholders held during the ensuing year. In the event of the failure of the Board of Directors to make any such appointments, or if any inspector of election shall for any reason fail to attend and act at such meeting, an inspector of election or inspectors of election, as the case may be, may be appointed by the chairman of the meeting at which such inspectors are to act.

ARTICLE XII AMENDMENTS

Sec. 12.01.    BY SHAREHOLDERS. These By-Laws may be amended or repealed and

new By-Laws adopted by vote of the holders of all shares at the time entitled to vote in the election of directors. Unless a separate class vote is required by statute or the Certificate of Incorporation, a majority of the votes cast by the holders of all shares voting as single class at any meeting duly called in accordance with these By-Laws is necessary for such action.

Sec. 12.02.    BY DIRECTORS. These By-Laws may also be amended or repealed and new By-Laws adopted at any regular or special meeting of the Board of Directors, by the affirmative vote of a majority of the entire Board. Any By-Law amended, repealed or adopted by the Board may be amended or repealed by the shareholders at any Annual Meeting of Shareholders, or at any Special Meeting of Shareholders called for that purpose, by the affirmative vote of the holders of a majority of the shares at the time entitled to vote for the election of directors.

ARTICLE XIII INDEMNIFICATION

Sec. 13.01.    INDEMNIFICATION.

(a)The Corporation shall indemnify its directors and officers and every other person whom the Corporation may indemnify under Section 722 of the New York Business Corporation Law as now in effect or as hereafter amended (or any successor provision) to the fullest extent permissible under and consistent with the New York Business Corporation Law.

The right of indemnification provided in this Section 13.01 shall not be deemed exclusive of any other rights to which such director or officer or other person may be entitled apart from this Section 13.01.

(b)In furtherance and not in limitation of the provisions of Section 13.01(a) of this Article XIII:

(i)Non-Exclusivity of Rights. The Corporation may indemnify any person to whom the Corporation is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other rights created by (A) a resolution of shareholders,

(B) a resolution of the Board of Directors or (C) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner. The right to be indemnified and to the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or directors or otherwise.

(ii)Expenses. The Corporation shall, from time to time, reimburse or advance to any person referred to in Section 13.01(a) the funds necessary for payment of, expenses, including reasonable attorneys’ fees, incurred in connection with any action or proceeding referred to in Section 13.01(a), up on receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to such person establishes that (A) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (B) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Interpretation of Rights to Indemnification. Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Section shall be entitled to the greater of the indemnification (or advancement of expenses) provided (A) under the applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or (B) under the applicable law in effect at the time indemnification (or advancement of expenses) is sought.

(iii)Other Rights. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Section, (A) shall be deemed to arise from a contract between the Corporation and any person entitled to be indemnified or to the reimbursement or advancement of expenses pursuant to this Section 13.01(b), pursuant to which such person may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and the such person and (B) shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the estate, heirs, executors and administrators of such person, and shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

(iv)Right of Claimant to Bring Suit. If a request to be indemnified is made under Section 13.01(a) of this Article XIII, the Board shall make a determination pursuant to § 723(b) of the New York Business Corporation Law within 30 days after such request as to whether the person so requesting indemnification is entitled to indemnification under this Article XIII and the New York Business Corporation Law. If a request to be indemnified or for the reimbursement or advancement of expenses under Section 13.01(b) is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the New York Business Corporation Law or hereunder for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New York Business Corporation Law or hereunder, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(v)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the New York Business Corporation Law.

(vi)Separability. If this Section 13.01 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, any every other person covered by this Section as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Section 13.01(b) that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE XIV EXCLUSIVE FORUM

Sec. 14.01.    EXCLUSIVE FORUM. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the New York Business Corporation Law or the Certificate of Incorporation or these By-Laws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, shall be a state court located within the County of Erie in the State of New York [or, if no state court located within the County of Erie in the State of New York has jurisdiction, the U.S. District Court for the Western District of New York (Buffalo Division)].

Document

EXECUTION VERSION

FIRST AMENDMENT TO THE

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 29, 2022, is entered into by and among the following parties:

(i)MOOG RECEIVABLES LLC, a Delaware limited liability company, as Seller;

(ii)MOOG INC., a New York corporation (“Moog”), in its individual capacity (“Moog”) and as initial Master Servicer (in such capacity, together with its successors and assigns in such capacity, the “Master Servicer”);

(iii)WELLS FARGO BANK, N.A., as a Purchaser; and

(iv)WELLS FARGO BANK, N.A., as Administrative Agent.

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Purchase Agreement described below.

BACKGROUND

The parties hereto have entered into that certain Amended and Restated Receivables Purchase Agreement, dated as of November 4, 2021 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”) and desire to amend the Receivables Purchase Agreement as set forth herein; and

Concurrently herewith, the Seller and Moog are entering into that certain Assignment Agreement, dated as of the date hereof (the “Assignment Agreement”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.

SECTION 2.Representations and Warranties of the Seller and Master Servicer. Each of the Seller and the Master Servicer hereby represents and warrants, as to itself, to each Purchaser Party, as follows:

(a)Representations and Warranties. Immediately after giving effect to this Amendment and the Assignment Agreement, the representations and warranties made by such Person in the Transaction Documents to which it is a party are true and correct as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date.

(b)Enforceability. This Amendment, the Assignment Agreement and each other Transaction Document to which it is a party, as amended hereby, constitutes its legal, valid and binding obligation enforceable against such Person in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c)No Termination Event. No Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from this Amendment or the Assignment Agreement.

(d)Capital Coverage Deficit. No Capital Coverage Deficit exists or would exist after giving effect to this Amendment or the Assignment Agreement.

SECTION 3.Effect of Amendment. All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.

SECTION 4.Effectiveness. This Amendment shall become effective as of the date hereof upon the Administrative Agent’s receipt of the following:

(a)counterparts of this Amendment, executed by each of the parties hereto; and

(b)counterparts of the Assignment Agreement (whether by facsimile or otherwise), executed by each of the parties thereto.

SECTION 5.Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 6.Transaction Document. This Amendment shall be a Transaction Document for purposes of the Receivables Purchase Agreement.

SECTION 7.Counterparts. This Amendment may be executed in any number of counterparts number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by electronic means shall be equally effective as delivery of an originally executed counterpart.

748276043 21691544	2

SECTION 8.GOVERNING LAW. THIS AMENDMENT INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

SECTION 9.Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement or any provision hereof or thereof.

[Signature pages follow]

748276043 21691544	3

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

MOOG RECEIVABLES LLC, as Seller

By: /s/ Christopher P. Donnini         Name: Christopher P. Donnini Title: Treasurer

MOOG INC., individually and as Master Servicer

By: /s/ Christopher P. Donnini         Name: Christopher P. Donnini Title: Treasurer

S-1    First Amendment to the

Amended and Restated Receivables Purchase Agreement

(Moog Receivables LLC)

748276043 21691544

WELLS FARGO BANK, N.A.,

as Administrative Agent

By: /s/ Darrell Cole                 Name:     Darrell Cole

Title: Vice President

WELLS FARGO BANK, N.A,

as Purchaser

By: /s/ Darrell Cole                 Name:     Darrell Cole

Title: Vice President

S-2    First Amendment to the

Amended and Restated Receivables Purchase Agreement

(Moog Receivables LLC)

748276043 21691544

EXHIBIT A

AMENDMENTS TO RECEIVABLES PURCHASE AGREEMENT

(Attached)

First Amendment to the

Amended and Restated Receivables Purchase Agreement

(Moog Receivables LLC)

748276043 21691544

Document

EXECUTION VERSION

SECOND AMENDMENT TO THE

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This SECOND AMENDMENT TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 21, 2023, is entered into by and among the following parties:

(i)MOOG RECEIVABLES LLC, a Delaware limited liability company, as Seller;

(ii)MOOG INC., a New York corporation (“Moog”), in its individual capacity (“Moog”) and as initial Master Servicer (in such capacity, together with its successors and assigns in such capacity, the “Master Servicer”);

(iii)WELLS FARGO BANK, N.A., as a Purchaser; and

(iv)WELLS FARGO BANK, N.A., as Administrative Agent.

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Purchase Agreement described below.

BACKGROUND

The parties hereto have entered into that certain Amended and Restated Receivables Purchase Agreement, dated as of November 4, 2021 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”) and desire to amend the Receivables Purchase Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended to incorporate the changes shown on the marked pages of the Receivables Purchase Agreement attached hereto as Exhibit A.

SECTION 2.Representations and Warranties of the Seller and Master Servicer. Each of the Seller and the Master Servicer hereby represents and warrants, as to itself, to each Purchaser Party, as follows:

(a)Representations and Warranties. Immediately after giving effect to this Amendment, the representations and warranties made by such Person in the Transaction Documents to which it is a party are true and correct as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date.

(b)Enforceability. This Amendment and each other Transaction Document to which it is a party, as amended hereby, constitutes its legal, valid and binding obligation enforceable against such Person in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c)No Termination Event. No Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from this Amendment.

SECTION 3.Effect of Amendment. All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.

SECTION 4.Effectiveness. This Amendment shall become effective as of the date hereof upon the Administrative Agent’s receipt counterparts of this Amendment, executed by each of the parties hereto.

SECTION 5.Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 6.Transaction Document. This Amendment shall be a Transaction Document for purposes of the Receivables Purchase Agreement.

SECTION 7.Counterparts. This Amendment may be executed in any number of counterparts number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by electronic means shall be equally effective as delivery of an originally executed counterpart.

SECTION 8.GOVERNING LAW. THIS AMENDMENT INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

SECTION 9.Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement or any provision hereof or thereof.

[Signature pages follow]

751382379 21691544	2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

MOOG RECEIVABLES LLC, as Seller

By: /s/ Christopher P. Donnini         Name: Christopher P. Donnini Title: Treasurer

MOOG INC., individually and as Master Servicer

By: /s/ Christopher P. Donnini         Name: Christopher P. Donnini Title: Treasurer

S-1    Second Amendment to the

Amended and Restated Receivables Purchase Agreement

(Moog Receivables LLC)

751382379 21691544

WELLS FARGO BANK, N.A.,

as Administrative Agent

By: /s/ Michael J. Landry             Name:     Michael J. Landry

Title: Director

WELLS FARGO BANK, N.A,

as Purchaser

By: /s/ Michael J. Landry             Name:     Michael J. Landry

Title: Director

S-2    Second Amendment to the

Amended and Restated Receivables Purchase Agreement

(Moog Receivables LLC)

751382379 21691544

EXHIBIT A

AMENDMENTS TO RECEIVABLES PURCHASE AGREEMENT

(Attached)

Second Amendment to the

Amended and Restated Receivables Purchase Agreement

(Moog Receivables LLC)

751382379 21691544

Document

ANNEX 1

$35,000,000.00 REVOLVING CREDIT FACILITY

CREDIT AGREEMENT

by and between

MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST

and

CITIZENS BANK, N.A.

Dated July 26, 2018

TABLE OF CONTENTS

Section    Page

1.    CERTAIN DEFINITIONS	1
1.1    Certain Definitions	1
1.2    Construction	17
1.3    Accounting Principles	18
1.4    Rates Generally..	19
2.    REVOLVING CREDIT FACILITIES	19
2.1    Revolving Credit Commitments	19
2.2    Fees	19
2.3    Revolving Credit Loan Requests	20
2.4    Making Revolving Credit Loans	21
2.5    Revolving Credit Note	21
2.6    Use of Proceeds	21
3.    INTEREST RATES.	21
3.1    Interest Rate Options	21
3.2    Interest After Default	22
3.3    Term SOFR Conforming Changes	22
3.4    Inability to Determine Rates	22
3.5    Compensation for Losses	23
3.6    Illegality..	23
3.7    Benchmark Replacement Setting	24
4.    PAYMENTS	25
4.1    Payments	25
4.2    Interest and Principal Payment Dates	25
4.3    Prepayments	25
4.4    Increased Costs	27
4.5    Increased Capital Costs	28
4.6    Taxes	28
5.    REPRESENTATIONS AND WARRANTIES	30
5.1    Representations and Warranties	30
6.    CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	34
6.1    First Loans	34
6.2    Each Additional Loan	36
7.    COVENANTS	36
7.1    Affirmative Covenants	36
7.2    Negative Covenants	37
7.3    Reporting Requirements	39
8.    DEFAULT	40

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8.1    Events of Default	40
8.2    Consequences of Event of Default	42
8.3    Notice of Sale	43
9.    MISCELLANEOUS	44
9.1    No Implied Waivers; Cumulative Remedies; Writing Required	44
9.2    Reimbursement and Indemnification of Bank by Loan Parties; Taxes	44
9.3    Holidays	44
9.4    Funding by Branch, Subsidiary or Affiliate	44
9.5    Notices	45
9.6    Severability	45
9.7    Governing Law	45
9.8    Prior Understanding	46
9.9    Duration; Survival	46
9.10    Successors and Assigns	46
9.11    Confidentiality	46
9.12    Counterparts	47
9.13    Exceptions	47
9.14    CONSENT TO FORUM; WAIVER OF JURY TRIAL	47
9.15    Certifications From Bank and Participants	48

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LIST OF EXHIBITS

EXHIBITS

EXHIBIT 1.1(R)    -    REVOLVING CREDIT NOTE

EXHIBIT 2.3.1    -    REVOLVING CREDIT LOAN REQUEST

EXHIBIT 7.3.4    -    QUARTERLY COMPLIANCE CERTIFICATE

EXHIBIT 7.3.5    -    BORROWING BASE CERTIFICATE

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated July 26, 2018, and is made by and between Moog Inc. Stock Employee Compensation Trust (subject to the provisions of Section 1.2.13, the "Borrower") and Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania, the "Bank").

WITNESSETH:

WHEREAS, the Borrower has requested the Bank to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed Thirty-Five Million and 00/100 Dollars ($35,000,000.00); and

WHEREAS, the Bank is willing to provide such credit upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, covenant and agree as follows:

1.CERTAIN DEFINITIONS

1.1Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

ABR Loan means a Loan bearing interest based on the Alternate Base Rate.

Affiliate as to any Person shall mean, subject to the last sentence of this definition, any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds five percent (5.0%) or more of any class of the voting or other equity interests of such Person, or (iii) five percent (5.0%) or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Notwithstanding the foregoing, in any context of describing any Affiliate of any Loan Party, Affiliate as to such Loan Party shall have the meaning ascribed to such term in the Moog Loan Agreement.

Agreement shall mean this Credit Agreement, as the same may be supplemented, amended, modified or restated from time to time, including all schedules and exhibits.

Alternate Base Rate shall mean, for any day, a rate per annum equal to the sum of (A) the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Rate in effect on such day plus .50% per annum, (iii) the Daily SOFR Rate on such day plus 1.00% per annum and (iv) the Floor; plus (B) the Applicable Spread. If the Bank shall have determined (which determination shall be conclusive absent clearly manifest error) that it is unable to ascertain the Federal Funds Rate or the Daily SOFR Rate for any reason, including the inability or failure of the Bank to obtain sufficient quotations in accordance with the terms of the definition of the term Federal Funds Rate, the Alternate Base Rate shall be determined without regard to clause (ii) or (iii), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Daily SOFR Rate, as applicable, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Daily SOFR Rate, as applicable, respectively.

Anti-Corruption Laws shall have the meaning set forth in Section 5.1.17 hereof.

Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the OFAC (as any of the forgoing Laws may from time to time be amended, renewed, extended or replaced).

Authorized Representatives shall mean, with respect to the Borrower, the Trustee or such other Persons, designated by written notice to the Bank from the Borrower, in form and substance satisfactory to the Bank, authorized to execute notices, reports and other documents on behalf of the Borrower required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Bank, in form and substance satisfactory to the Bank. The Borrower hereby acknowledges and agrees that the Bank may conclusively rely on any notice, report or other document executed by any Authorized Representative on behalf of the Borrower, whether such Authorized Representative is a trustee, officer, manager or employee of the Borrower, a third party duly authorized to act on Borrower’s behalf hereunder, or otherwise.

Available Tenor means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of any Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of any Interest Period pursuant to Section 3.7(d).

Bank shall mean as set forth in the preamble hereof.

Bank-Provided Hedge shall mean a Hedging Contract which is provided by the Bank (or any Affiliate of the Bank) in connection with the Obligations and with respect to which the Bank confirms meets the following requirements: such Hedging Contract (i) is documented in a standard International Swap Dealer Association Agreement or similar agreement acceptable to the Bank, (ii) provides for the method of calculating the reimbursable amount of the provider's credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes. The liabilities of any Loan Party to the provider of the Bank-Provided Hedge (the "Hedge Liabilities") shall be "Obligations" hereunder, guaranteed obligations under the Guaranty Agreements and otherwise treated as Obligations for purposes of each of the other Loan Documents.

Benchmark means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.7(a). Any reference to "Benchmark" shall include, as applicable, the published component used in the calculation thereof.

Benchmark Replacement means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Bank for the applicable Benchmark Replacement Date:

(1) Daily Simple SOFR;

(2)the sum of: (a) the alternate benchmark rate that has been selected by the Bank and the Borrower as giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate and an adjustment as a replacement for the then-current Benchmark for Dollar-denominated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

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provided, that any such Benchmark Replacement shall be administratively feasible as determined by the Bank in its sole discretion. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

Benchmark Replacement Adjustment means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Bank and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated credit facilities at such time.

Benchmark Replacement Date means a date and time determined by the Bank, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

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(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

Benchmark Unavailability Period means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.7 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.7.

Beneficial Ownership Certification means, with respect to the Borrower, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially in the form provided by the Bank or such other form reasonably satisfactory to the Bank.

Beneficial Ownership Regulation means 31 C.F.R. § 1010.230.

Borrower shall mean as set forth in the preamble hereof.

Borrowing Base shall mean at any time fifty percent (50%) of the then current market value (based solely on share price) of all capital stock of the Company owned by the Borrower, including shares of capital stock acquired with the proceeds of any Loan. The Borrowing Base as of the Closing Date shall be calculated based upon the information set forth in the Federal Reserve Form U-1 delivered to the Bank pursuant to Section 6.1.12, and thereafter shall be calculated pursuant to the most recent Borrowing Base Certificate delivered pursuant to the terms of this Agreement.

Borrowing Base Certificate shall mean a certificate in the form of Exhibit 7.3.5 pursuant to which the Borrower shall compute the Borrowing Base. The Borrower shall deliver the Borrowing Base Certificate at the time specified in Section 7.3.5.

Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof, which shall be a Business Day.

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Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any SOFR Loans which have the same Interest Period under the same Revolving Credit Loan Request by the Borrower shall constitute one Borrowing Tranche, (ii) all Daily SOFR Loans shall constitute one Borrowing Tranche and (iii) all ABR Loans shall constitute one Borrowing Tranche.

Business Day shall mean (a) any day which is neither a Saturday, Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Pittsburgh, Pennsylvania.

Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

Closing Date shall mean July 26, 2018.

Commitment Fee shall have the meaning assigned to that term in Section 2.2(b).

Company shall mean Moog Inc., a New York corporation.

Compliance Certificate shall have the meaning assigned to such term in Section 7.3.4.

Conforming Changes means, with respect to either the use or administration of the Benchmark, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including, for example and not by way of limitation or prescription, changes to the definition of "Alternate Base Rate," the definition of "Business Day," the addition of a concept of "interest period" or any similar or analogous definition, or the modification of the definition of "interest period" or any similar or analogous definition, the definition of "U.S. Government Securities Business Day," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Bank decides may be appropriate in connection with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit the use and administration thereof by the Bank in a manner substantially consistent with market practice (or, if the Bank decides that adoption of any portion of such market practice is not administratively feasible or if the Bank determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Bank decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

Daily Simple SOFR means, for any day, a rate per annum equal to the greater of (a) the sum of (i) SOFR, with the conventions for this rate (which will include a lookback) being established by the Bank in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for business loans; provided, that if the Bank decides that any such convention is not administratively feasible for the Bank, then the Bank may establish another convention in its reasonable discretion plus (ii) the Daily Simple SOFR Adjustment, and (b) the Floor.

Daily Simple SOFR Adjustment means 0.10%.

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Daily SOFR Loan means a Loan bearing interest based on the Daily SOFR Rate.

Daily SOFR Rate means, for any day, a rate per annum equal to Daily Simple SOFR in effect on such day for a one-month Interest Period.

Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.

Event of Default shall mean any of the events described in Section 8.1 and referred to therein as an "Event of Default."

Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

Expiration Date shall mean the earlier of (i) October 26, 2025 and (ii) the occurrence of a Termination Event.

Federal Funds Rate means, for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average of the quotations for such day on such transactions received by the Bank from three federal funds brokers of recognized standing selected by it and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Floor means 0.00% per annum.

GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts.

Government Securities Business Day means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

Guarantor shall mean, collectively, the Company and any other Person (if any) that is from time to time party to a Guaranty Agreement (including, without limitation, any Person which joins any Guaranty Agreement and/or this Agreement as a Guarantor after the date hereof)

Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

Guaranty Agreement or Guaranty Agreements means, singularly or collectively, as the context may require, any Guaranty and Suretyship Agreement executed and delivered on or after the date hereof by any Person to the Bank with respect to the Obligations or any portion thereof, and any other agreement pursuant to which a Person guarantees the Obligations or any portion thereof, in each case in form and substance satisfactory to the Bank.

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Hedge Liabilities shall have the meaning assigned to that term in the definition of Bank-Provided Hedge.

Hedging Contracts shall mean any interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into between any Loan Party and any financial institution subject to the Bank's approval, and designed to protect such Loan Party against fluctuations in interest rates or currency exchange rates.

Hedging Obligations shall mean, with respect to any Loan Party, all liabilities of such Loan Party under Hedging Contracts.

Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit or Hedging Contract, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due), or (v) any Guaranty of Indebtedness for borrowed money.

Indemnified Taxes shall mean all Taxes excluding any Taxes measured by the Bank’s net income (including any branch profits or similar taxes), net profits or gross receipts (including any franchise taxes imposed in lieu thereof).

Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Person or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of such Person's creditors generally or any substantial portion of its creditors; undertaken under any Law.

Interest Payment Date means (a) with respect to any ABR Loan or Daily SOFR Loan, the last Business Day of each calendar month and the Expiration Date of the Credit Facility under which such Loan was made, and (b) with respect to any SOFR Loan, the last day of the Interest Period therefor and, in the case of any Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at a three-month interval after the first day of such Interest Period, and the Expiration Date of the Credit Facility under which such SOFR Loan was made.

Interest Period means, with respect to any applicable Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability thereof), as specified in the applicable Committed Loan Notice; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the Expiration Date and (iv) no tenor that has been removed from this definition pursuant to Section 3.7(d) shall be available for specification in such Committed Loan Notice. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

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Interest Rate Option or Interest Rate Options shall mean, singularly or collectively, as the context may require, the option of the Borrower to have Revolving Credit Loans bear interest at the Alternate Base Rate, the Daily SOFR Rate or Term SOFR, under the terms and conditions set forth in Section 3.1.1.

Internal Revenue Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or settlement agreement with any Official Body.

Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

Loan Documents shall mean this Agreement, the Guaranty Agreements, the Notes, agreements related to Bank-Provided Hedges, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents. For purposes of clarity, “Loan Documents” shall not include the Moog Loan Agreement or any Loan Document (as such term is defined in the Moog Loan Agreement).

Loan Parties shall collectively mean the Borrower and the Guarantors and Loan Party shall separately mean the Borrower or each Guarantor.

Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and any Revolving Credit Loan.

London Banking Day shall mean a day on which dealings in U.S. dollar deposits are transacted in the London interbank market.

Material Adverse Change shall mean any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, or results of operations of any Loan Party, (c) impairs materially or could reasonably be expected to impair materially the ability of any Loan Party to duly and punctually pay or perform its Obligations, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Bank, to the extent permitted, to enforce its legal remedies pursuant to this Agreement or any other Loan Document.

Moog Loan Agreement shall mean that certain Fourth Amended and Restated Loan Agreement, dated as of March 28, 2013, by and among the Company, certain subsidiaries of the Company party thereto from time to time, the Bank and the other lenders party thereto from time to time, HSBC Bank USA, National Association, as administrative agent, swingline lender and issuing bank, Manufacturers and Traders Trust Company, as lead syndication agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents and the Bank, as documentation agent, as further amended, restated, modified or supplemented from time to time.

Note or Notes shall mean, singularly or collectively, as the context may require, the Revolving Credit Note and/or any other note or notes of the Borrower executed and delivered pursuant to this Agreement, together with all extensions, renewals, refinancings or refundings in whole or in part, as amended, restated, modified or supplemented from time to time.

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Notices shall have the meaning assigned to that term in Section 9.5.

Obligations shall mean, collectively (A) any obligation or liability of any Loan Party to the Bank or any of its Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes and any other Loan Document, including all loans, advances, debts, liabilities, obligations, covenants and duties owing by any Loan Party to the Bank or any of its Affiliates, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes and any other Loan Document, (B) liabilities to the Bank under any Bank-Provided Hedge (but not including the liabilities to other Persons under any other Hedging Contract), and (C) any liabilities to the Bank or any Affiliate of the Bank under any Other Bank Provided Financial Service Product.

Official Body shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

Other Bank Provided Financial Service Product shall mean agreements or other arrangements under which the Bank or any Affiliate of the Bank provides any of the following products or services to the Borrower: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) foreign currency exchange.

Permitted Liens shall mean:

(i)    Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(ii)    Liens, security interests and mortgages in favor of the Bank or any affiliate of the Bank securing the Obligations including liabilities under any Bank-Provided Hedge and any Other Bank Provided Financial Services Product; and

(iii)    The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of entry, and in either case they do not, in the aggregate, materially impair the ability of the Borrower to perform its Obligations hereunder or under the other Loan Documents:

(1)    Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the Borrower maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien;

(2)    Claims, Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits;

(3)    statutory nonconsensual Liens; or

(4)    Liens resulting from final judgments or orders described in Section 8.1.6.

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Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

Potential Default shall mean any event or condition which with notice or passage of time, or any combination of the foregoing, would constitute an Event of Default.

Prime Rate shall mean a rate per annum equal to the rate of interest announced by the Bank in Pittsburgh, Pennsylvania, from time to time as its "Prime Rate". Any change in the Prime Rate shall be effective immediately from and after such change in the Prime Rate. Interest accruing by reference to the Prime Rate shall be calculated on the basis of actual days elapsed and a three hundred sixty-five (365) or three hundred sixty-six (366) day year. The Borrower acknowledge that the Bank may make loans to its customers above, at or below the Prime Rate.

Principal Office shall mean the designated office of the Bank located at 525 William Penn Place, Pittsburgh, Pennsylvania 15219 or such other office of the Bank as the Bank may designate in writing from time to time.

Regulation U shall mean Regulation U as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time, and all official rulings and interpretations thereunder or thereof.

Regulations shall have the meaning specified in Section 8.15.1.

Relevant Governmental Body means the Board of Governors of the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

Revolving Credit Commitment shall mean Thirty-Five Million and 00/100 Dollars ($35,000,000.00).

Revolving Credit Loan Request shall have the meaning given to such term in Section 2.3.1.

Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Bank to the Borrower pursuant to Section 2.1.

Revolving Credit Note shall mean the Revolving Credit Note of the Borrower in substantially the form of Exhibit 1.1(R) evidencing the Revolving Credit Loans together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

Revolving Facility Usage shall mean at any time the sum of the principal amount of the Revolving Credit Loans outstanding.

SOFR means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator on the website of the SOFR Administrator, currently at http//www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time).

SOFR Administrator means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

SOFR Loan means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of "Alternate Base Rate" or the definition of "Daily SOFR Rate."

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Standard & Poor's shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

Subsidiary of any Person at any time means any corporation, trust, partnership, limited liability company or other business entity (i) of which more than fifty percent (50%) of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person's Subsidiaries, or (ii)  which is controlled or capable of being controlled by such Person or one or more of such Person's Subsidiaries.

Taxes shall mean any federal, state, local or foreign net or gross income, gross receipts, turnover, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, export taxes and withholdings, exchange control mandatory differentials, mandatory savings, capital stock, franchise, profits, withholding, social security (or similar), unemployment, supplementary, retirement system, disability, real property, personal property, sales, use, transfer, registration, value added, recording, intangible, documentary, goods and services, ad valorem, net proceeds, net worth, special assessments, workers' compensation, utility, production, gains, alternative or add-on minimum, estimated, or other tax of any kind whatsoever.

Term SOFR means a rate per annum equal to the greater of (a) the sum of (i) Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the "Term SOFR Determination Day") that is two (2) Government Securities Business Days prior to the first day of such Interest Period as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Government Securities Business Day is not more than three (3) Government Securities Business Days prior to such Term SOFR Determination Day, plus (ii) the Term SOFR Adjustment, and (b) the Floor.

Term SOFR Adjustment means 0.10%.

Term SOFR Administrator means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Bank in its reasonable discretion).

Term SOFR Determination Day has the meaning specified in the definition “Term SOFR.”

Term SOFR Reference Rate means the forward-looking term rate based on SOFR published by the Term SOFR Administrator and displayed on CME’s Market Data Platform (or other commercially available source providing such quotations as may be selected by the Bank from time to time).

Termination Event shall mean the occurrence of any event whereby (i) the Bank is no longer a party to the Moog Loan Agreement, or (ii) the Moog Loan Agreement terminates or otherwise ceases to be in full force and effect, unless such termination or cessation is in connection with the refinancing thereof pursuant to an agreement whereby the Bank is a party thereto.

Trust Agreement shall mean that certain Moog Inc. Stock Employee Compensation Trust Agreement (2014 Restatement), effective as of August 13, 2014, between the Company and G. Wayne Hawk, as trustee, as further amended, restated, modified or supplemented from time to time.

Trustee shall mean Robert T. Brady, an individual, as successor to G. Wayne Hawk, or any other successor trustee validly appointed to serve as trustee of the Borrower.

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Unadjusted Benchmark Replacement means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

Website Posting shall have the meaning specified in Section 9.5.

Withholding Certificate shall have the meaning specified in Section 9.15.1.

1.2Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents:

1.2.1.References to Borrower. Any and all references to the Borrower contained in any representation or covenant of the Borrower hereunder shall be a representation or covenant with respect to each and every Borrower, both individually and collectively;

1.2.2.Number; Inclusion. References to the plural include the singular, the plural, the part and the whole; "or", when the circumstances would prescribe, has the inclusive meaning represented by the phrase "and/or," and "including" has the meaning represented by the phrase "including without limitation";

1.2.3.Determination. References to "determination" of or by the Bank shall be deemed to include good-faith estimates by the Bank (in the case of quantitative determinations) and good-faith beliefs by the Bank (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;

1.2.4.Bank's Discretion and Consent. Whenever the Bank is granted the right herein to act or make a determination in its discretion, sole discretion, sole and absolute discretion or to grant or withhold consent such right shall be exercised in good faith;

1.2.5.Documents Taken as a Whole. The words "hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole and, unless otherwise specified herein, not to any particular provision of this Agreement or such other Loan Document;

1.2.6.Headings. The section and other headings contained in this Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect;

1.2.7.Implied References to this Agreement. Article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Documents, as the case may be, unless otherwise specified;

1.2.8.Persons. Reference to any Person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Loan Document, as the case may be, and reference to a Person in a particular capacity excludes such Person in any other capacity;

1.2.9.Modifications to Documents. Reference to any agreement (including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated;

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1.2.10.From, To and Through. Relative to the determination of any period of time, "from" means "from and including," "to" means "to but excluding," and "through" means "through and including"; and

1.2.11.Shall; Will. References to "shall" and "will" are intended to have the same meaning.

1.2.12.Time References. Unless otherwise specified, all references herein to times of day shall constitute references to Eastern Time.

1.2.13.References to Borrower. All references to the term "Borrower" set forth herein or in any other Loan Document shall refer to Moog Inc. Stock Employee Compensation Trust (as a distinct legal entity) and/or the Trustee, acting not in any individual capacity but solely in his/her/its capacity as trustee of Moog Inc. Stock Employee Compensation Trust, as the context may require based on the provisions set forth herein, applicable law and the terms of the Trust Agreement.

1.3Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 7.2 (and all defined terms used in the definition of any accounting term used in Section 7.2 shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.1.7. In the event of any change after the date hereof in GAAP, and if such change results in the inability to determine compliance with the financial covenants set forth in Section 7.2, if any, based upon the applicable Loan Party's regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with any Loan Party's financial statements at that time.

1.4Rates Generally. The Bank does not warrant or accept responsibility for, and shall not have any liability with respect to (a) administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, or any other matter related to, the Alternate Base Rate, the Benchmark, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether any Benchmark is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as those referencing or underlying any other rate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (or component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Bank and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Bank does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Bank may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Benchmark, or any alternative, successor or replacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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2.REVOLVING CREDIT FACILITIES

2.1Revolving Credit Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein and in the other Loan Documents, the Bank agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date provided that after giving effect to any such Revolving Credit Loan (i) the Revolving Facility Usage shall not exceed the Revolving Credit Commitment and (ii) the Revolving Credit Loans outstanding shall not exceed the Borrowing Base. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.

2.2Fees.

(a)    The Borrower shall pay to the Bank, on or before the Closing Date, a non-refundable closing fee with respect to the Revolving Credit Commitment in the amount of Five Thousand and 00/100 Dollars ($5,000.00).

(b)    Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Bank, as consideration for the Revolving Credit Commitment hereunder, a nonrefundable commitment fee (the "Commitment Fee") equal to 0.275% per annum (computed on the basis of a year of 360 days and actual days elapsed) on the average daily difference between the amount of (i) the Revolving Credit Commitment and the (ii) the Revolving Facility Usage. All Commitment Fees shall be payable in arrears on October 1, 2018 and on the first (1st) day of each fiscal quarter thereafter and on the Expiration Date or upon acceleration of the Revolving Credit Note.

2.3Revolving Credit Loan Requests.

2.3.1.Except as otherwise provided herein and subject to the terms and conditions hereof, with respect to the Revolving Credit Loans, the Borrower may from time to time prior to the Expiration Date:

(i)request the Bank to make a SOFR Loan, a Daily SOFR Loan or an ABR Loan;

(ii)request the Bank to renew an existing SOFR Loan;

(iii)request the Bank to convert an existing SOFR Loan or Daily SOFR Loan to an ABR Loan;

(iv)request the Bank to convert an existing Daily SOFR Loan to an ABR Loan or a SOFR Loan; or

(v)request the Bank to convert an existing ABR Loan to a SOFR Loan or a Daily SOFR Loan.

Each such request by the Borrower shall be made by delivering to the Bank within the times set forth in Section 2.3.2 hereof a duly completed request thereof substantially in the form of Exhibit 2.3.1 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a "Revolving Credit Loan Request"), it being understood that the Bank may rely on the authority of any Authorized Representative making such a telephonic request without the necessity of receipt of such written confirmation.

2.3.2.Each Revolving Credit Loan Request under Section 2.3.1 shall be delivered, made and confirmed no later than 1:00 p.m.:

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(i)not less than the second (2nd) Business Day nor more than the fifth (5th) Business Day prior to the proposed Borrowing Date with respect to the making or renewal of Revolving Credit Loans to which Term SOFR applies and/or the conversion of Revolving Credit Loans from ABR Loans or Daily SOFR Loans to SOFR Loans;

(ii)the proposed Borrowing Date with respect to the making of or conversion to a Revolving Credit Loan to which the Alternate Base Rate or the Daily SOFR Rate applies; or

(iii)the last day of the preceding Interest Period with respect to the conversion of Revolving Credit Loans from SOFR Loans to ABR Loans or Daily SOFR Loans.

2.3.3.Notwithstanding anything to the contrary contained herein, no portion of the outstanding principal amount of any SOFR Loan may be converted to a SOFR Loan of a different duration or an ABR Loan or a Daily SOFR Loan if such SOFR Loan relates to any Hedging Obligation. Each Revolving Credit Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Revolving Credit Loans comprising each Borrowing Tranche, which shall be in integral multiples of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) and not less than Fifty Thousand and 00/100 Dollars ($50,000.00) for each Borrowing Tranche to which the Term SOFR applies, and (iii) whether Term SOFR, the Daily SOFR Rate or the ABR Rate shall apply to the proposed Revolving Credit Loans comprising the applicable Borrowing Tranche. Each such request by the Borrower for the making of a Revolving Credit Loan shall only be advanced upon the satisfaction of requirements listed in Section 6.2.

2.4Making Revolving Credit Loans. The Bank shall, after receipt by it of a Revolving Credit Loan Request pursuant to Section 2.3, and subject to Section 6.2, fund such Revolving Credit Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 11:00 a.m. on the Borrowing Date.

2.5Revolving Credit Note. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans made to them by the Bank, together with interest thereon, shall be evidenced by the Revolving Credit Note dated the Closing Date payable to the order of the Bank in a face amount equal to the Revolving Credit Commitment.

2.6Use of Proceeds. The proceeds of the Revolving Credit Loans shall be used by the Borrower to purchase Class B common stock of the Company and to pay transaction costs and expenses incurred in connection herewith.

3.INTEREST RATES.

3.1Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans at the rates set forth below, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options to apply simultaneously to the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Revolving Credit Loans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans. If at any time the designated rate applicable to any Loan exceeds the Bank's highest lawful rate, the rate of interest on such Loan shall be limited to the Bank's highest lawful rate.

3.1.1.Interest Rate Options. The Borrower shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans:

(i)Term SOFR Rate Option: A rate per annum (computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) equal to Term SOFR plus two and one-eighth of one percent (2.125%);

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(ii)Alternate Base Rate Option. A rate per annum (computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as applicable, and actual days elapsed) equal to the Alternate Base Rate; or

(iii)Daily SOFR Rate Option: A rate per annum (computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) equal to the Daily SOFR Rate plus two and one-eighth of one percent (2.125%).

3.1.2.Automatic Rollover. Subject to the terms hereof, upon the expiration of an Interest Period for a SOFR Loan, the applicable SOFR Loan shall automatically be continued as a SOFR Loan for the same Interest Period at the then current applicable rate and in an amount equal to the principal amount of the expiring SOFR Loan less any principal repayments made by the Borrower, if any. Subject to the terms hereof, upon the expiration of an Interest Period for a Daily SOFR Loan, the applicable Daily SOFR Loan shall automatically be continued as a Daily SOFR Loan at the then current applicable rate and in an amount equal to the principal amount of the expiring Daily SOFR Loan less any principal repayments made by the Borrower, if any.

3.1.3.Rate Quotations. The Borrower may call the Bank on or before the date on which a Revolving Credit Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Bank nor affect the rate of interest which thereafter is actually in effect when the election is made.

3.2Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived, the Borrower may not select, convert to or renew a SOFR Loan or Daily SOFR Loan and each Borrowing Tranche to which Term SOFR or the Daily SOFR Rate applies shall automatically convert to an ABR Loan at the end of the applicable Interest Period for such SOFR Loan or Daily SOFR Loan, as applicable; and:

3.2.1.Interest Rates. The rate of interest for each Loan otherwise applicable pursuant to Section 3.1, shall be increased by three percent (3.0%) per annum;

3.2.2.Other Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of (i) the Alternate Base Rate plus (ii) an additional three percent (3.0%) per annum from the time such Obligation becomes due and payable and until it is paid in full; and

3.2.3.Acknowledgment. The Borrower acknowledge that the increase in rates referred to in this Section 3.2 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Bank is entitled to additional compensation for such risk; and all such interest shall be payable by the Borrower upon demand by the Bank.

3.3Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Bank will promptly notify the Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

3.4Inability to Determine Rates. Subject to Section 3.7, if, on or prior to the first day of any Interest Period for any SOFR Loan or prior to setting the daily interest rate for a Daily SOFR Loan:

(a)the Bank determines (which determination shall be conclusive and binding absent manifest error) that "Term SOFR" cannot be determined pursuant to the definition thereof, or

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(b)the Bank determines that for any reason in connection with any request for a SOFR Loan or a Daily SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan or the Daily SOFR Rate with respect to a proposed Daily SOFR Loan does not adequately and fairly reflect the cost to the Bank of funding such Loan,

the Bank will promptly so notify the Borrower.

Upon notice thereof by the Bank to the Borrower, any obligation of the Bank to make or maintain SOFR Loans or Daily SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans or Daily SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Bank revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected Interest Periods) or Daily SOFR Loans or, failing that, the Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to ABR Loans in the amount specified therein and (ii) (X) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (Y) each Daily SOFR Loan will be immediately converted into an ABR Loan. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.5. Subject to Section 3.7, if the Bank determines (which determination shall be conclusive and binding absent manifest error) that "Term SOFR" cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Bank without reference to clause (c) of the definition of "Alternate Base Rate" until the Bank revokes such determination.

3.5Compensation for Losses. In the event of (a) the payment or prepayment of any principal of any SOFR Loan other than on the last day of the Interest Period applicable thereto whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate the Bank for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds. A certificate of the Bank setting forth any amount or amounts that the Bank is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof.

3.6Illegality. If the Bank determines that any Law has made it unlawful, or that any Official Body has asserted that it is unlawful, for the Bank to make, maintain or fund Loans whose interest is determined by reference to SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by the Bank to the Borrower, (a) any obligation of the Bank to make or maintain SOFR Loans or Daily SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans or Daily SOFR Loans, shall be suspended, and (b) the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Bank without reference to clause (c) of the definition of "Alternate Base Rate", in each case until the Bank notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, if necessary to avoid such illegality, upon demand from the Bank, prepay or, if applicable, convert all SOFR Loans and Daily SOFR Loans to ABR Loans (the interest rate on which ABR Loans of the Bank shall, if necessary to avoid such illegality, be determined by the Bank without reference to clause (c) of the definition of "Alternate Base Rate"), on the last day of the Interest Period therefor in the case of SOFR Loans and immediately in the case of Daily SOFR Loans, if the Bank may lawfully continue to maintain such Loans to such day, or immediately, if the Bank may not lawfully continue to maintain such Loans to such day, and (ii) if necessary to avoid such illegality, the Bank shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of "Alternate Base Rate" in each case until the Bank determines that it is no longer illegal for the Bank to determine or charge interest rates based upon SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.5.

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3.7Benchmark Replacement Setting.

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and a Hedge Agreement shall be deemed not to be a "Loan Document" for purposes of this Section 3.7), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (eastern time) on the date notice of such Benchmark Replacement is provided to the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.

(b)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c)Notices; Standards for Decisions and Determinations. the Bank will promptly notify the Borrower of (i) the occurrence of a Benchmark Transition Event or the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. the Bank will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.7(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Bank pursuant to this Section 3.7, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.7.

(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Bank in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then (i) the Bank may modify the definition of "Interest Period" (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement), or (B) is not, or is no longer, subject to an announcement that is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Bank may modify the definition of "Interest Period" (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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(e)Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or Daily SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During a Benchmark Unavailability Period at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

4.PAYMENTS

4.1Payments. All payments and prepayments to be made in respect of principal, interest, Commitment Fees, or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Bank at the Principal Office in U.S. Dollars and in immediately available funds. The Bank's statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an "account stated."

4.2Interest and Principal Payment Dates. Interest on the Loans shall be due and payable on the applicable Interest Payment Date and on the Expiration Date or upon acceleration of the Notes. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated maturity date, upon acceleration or otherwise). If not sooner paid, the Borrower shall repay the Revolving Credit Loans together with all outstanding interest thereon on the Expiration Date.

4.3Prepayments.

4.3.1.Voluntary Prepayments of Daily SOFR Loans and ABR Loans. Subject to the provisions of this Section 4.3, the Borrower shall have the right, at its option, from time to time, to prepay the ABR Loans or the Daily SOFR Loans, in whole or in part, on any date prior to the Expiration Date; provided, however, the Borrower shall give the Bank at least three (3) days prior written notice of the Borrower's intention to make such prepayment and of (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment; provided, further, the Borrower shall pay to the Bank all interest accrued on the outstanding principal balance of the applicable ABR Loans or the Daily SOFR Loans to the date of such prepayment and all other fees, costs and charges required to be paid by the Borrower to and for the benefit of the Bank. If the Borrower prepays the Loans in part but fails to specify the Interest Rate Option that it is prepaying, such prepayment shall first be applied to ABR Loans, then to Daily SOFR Loans and then to SOFR Loans. All partial prepayments shall be applied to any installments due on the Loans in the inverse order of their respective due dates.

4.3.2.Voluntary Prepayments of SOFR Loans. When classified as a SOFR Loan, such SOFR Loan may be prepaid upon the terms and conditions set forth herein. The Borrower acknowledges that additional obligations may be associated with any such prepayment under the terms and conditions of any applicable Hedging Contracts. The Borrower shall give the Bank, no later than 10:00 a.m. at least four (4) Business Days' notice of any proposed prepayment of the applicable SOFR Loan, specifying (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment. Each partial prepayment of the principal amount of the applicable SOFR Loan shall be accompanied by the payment of all charges outstanding on the SOFR Loan (including any fees relating to such payment pursuant to Section 3.5) and of all accrued interest on

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the principal repaid to the date of payment. All partial prepayment shall be applied to any installments due on the Loans in the inverse order of their respective due dates.

4.3.3.Mandatory Prepayments. Whenever the Revolving Facility Usage exceeds the Borrowing Base, the Borrower shall make, within seven (7) days after the Borrower learns of such excess and whether or not the Bank has given notice to such effect, a mandatory prepayment of principal equal to the excess of the Revolving Facility Usage over the Borrowing Base, together with accrued interest on such principal amount. If Borrower fails to specify the applicable Interest Rate Option to which any such prepayment shall apply, all prepayments required pursuant to this Section 4.3.3 shall first be applied among the Interest Rate Options first to the principal amount of the Loans subject to the Alternate Base Rate, then to the principal amount of the Loans subject to the Daily SOFR Rate, and then to the principal amount of the Loans subject to Term SOFR (including any fees relating to such payment pursuant to Section 3.5).

4.4Increased Costs.

If any Change in Law:

(i)shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System of the United States) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank any other condition affecting any Loan or its obligation to make any Loan; or

(ii)shall impose on Bank any other condition affecting any Loan or its obligation to make any Loan, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by the Bank under this Agreement with respect thereto, by an amount deemed by the Bank to be material, then, within five (5) Business Days after written demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction (other than Taxes). A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of demonstrable error, be conclusive and binding on the Borrowers. In determining such amount, the Bank may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable.

4.5Increased Capital Costs. If any Change in Law affects or would affect the amount of capital required or expected to be maintained by the Bank, or Person controlling the Bank, and the Bank determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its commitments or the Loan made by the Bank is reduced to a level below that which the Bank or such controlling Person could have achieved but for such Change in Law, then, in any such case upon notice from time to time by the Bank to the Borrower, the Borrower shall immediately pay directly to the Bank additional amounts sufficient to compensate the Bank or such controlling Person for such reduction in rate of return (other than Taxes). A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. In determining such amount, the Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

4.6Taxes. All payments by the Borrower of principal of, and interest on, Loans and all other amounts payable hereunder shall be made free and clear of and without deduction or withholding of Taxes, except as required by any applicable Law. In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then the Borrower will:

(i)pay directly to the relevant authority the full amount required to be so withheld or deducted;

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(ii)promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and

(iii)with respect to Indemnified Taxes, pay to the Bank such additional amount or amounts as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction of Indemnified Taxes been required.

Moreover, if any Taxes are directly asserted against the Bank with respect to any payment received by the Bank hereunder, the Bank may pay such Taxes and the Borrower will, in the case of Indemnified Taxes, promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the Bank after the payment of such Indemnified Taxes (including any Indemnified Taxes on such additional amount) shall equal the amount the Bank would have received had not such Indemnified Taxes been asserted.

If the Borrower fail to pay any Indemnified Taxes when due to the appropriate taxing authority or fail to remit to the Bank the required receipts or other required documentary evidence, the Borrower shall indemnify the Bank for any incremental Indemnified Taxes, interest or penalties that may become payable by the Bank as a result of any such failure.

4.7

5.REPRESENTATIONS AND WARRANTIES

5.1Representations and Warranties. The Borrower represents and warrants to the Bank as follows:

5.1.1.Organization. The Borrower is a trust validly existing under the Laws of the State of New York. The Borrower is duly qualified or licensed to do business in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary, except where the failure to be so qualified or licensed could not reasonably be expected to constitute a Material Adverse Change. The Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct.

5.1.2.Power and Authority. The Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.

5.1.3.Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Borrower, and each other Loan Document which the Borrower is required to execute and deliver on or after the date hereof will have been duly executed and delivered by the Borrower on the required date of delivery of such Loan Document. This Agreement and each other Loan Document to which the Borrower is a party constitutes valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance.

5.1.4.No Conflict. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the Trust Agreement or other organizational documents of the Borrower or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower.

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5.1.5.Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower at law or equity before any Official Body, the effect of which, if adversely decided, would constitute a Material Adverse Change. The Borrower is not in violation of any order, writ, injunction or any decree of any Official Body.

5.1.6.Title to Properties. The Borrower has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens.

5.1.7.Financial Information. The financial information of the Borrower provided by the Borrower to the Bank as of the Closing Date is accurate and complete and, to the extent applicable, has been prepared in accordance with GAAP consistently applied (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the omission of footnotes). The Borrower has made full and true disclosure of all pertinent financial and other material information in connection with the transactions contemplated hereby.

5.1.8.Use of Proceeds.

5.1.8.1General. The Borrower intends to use the proceeds of the Loans in accordance with Section 2.6.

5.1.9.Full Disclosure. Neither this Agreement nor any other Loan Document to which the Borrower is a party, nor any certificate, statement, agreement or other documents furnished to the Bank by or on behalf of the Borrower in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact known to the Borrower which materially adversely affects the business, property, assets, financial condition, or results of operations of the Borrower which has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Bank prior to or at the date hereof in connection with the transactions contemplated hereby.

5.1.10.Taxes. All federal, state, local and other material tax returns required to have been filed with respect to the Borrower have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of the Borrower for any period.

5.1.11.Consents and Approvals. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents by the Borrower, all of which shall have been obtained or made on or prior to the Closing Date.

5.1.12.No Event of Default; Compliance with Instruments. No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to the Loan Documents which constitutes an Event of Default or Potential Default. The Borrower is not in violation of any term of the Trust Agreement or other organizational documents. The Borrower is not in violation of any agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound, except to the extent such violation would not constitute a Material Adverse Change.

5.1.13.Compliance with Laws. The Borrower is in compliance with all applicable Laws in all jurisdictions in which the Borrower is presently or will be doing business except to the extent any non-compliance would not constitute a Material Adverse Change.

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5.1.14.Contracts. The Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material contractual obligation of the Borrower, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.

5.1.15.Investment Companies; Regulated Entities. The Borrower is not an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control." The Borrower is not subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

5.1.16.Anti-Terrorism Laws. Neither the Borrower nor any Affiliate of the Borrower, nor to the knowledge of the Borrower, any officer, director, employee, agent, affiliate or representative thereof, is subject to or in violation of any law, regulation, or list of any governmental agency (including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits the Bank from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Borrower. The Borrower, any director or officer, or any employee, agent, or Affiliate, of the Borrower is a Person that is, or is owned or controlled by Persons that are, (i) the subject of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or any other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, currently, the Crimea, Donetsk and Luhansk Regions of Ukraine, Cuba, Iran, North Korea and Syria.

5.1.17.Anti-Corruption Laws. Neither the Borrower, nor any Affiliate of the Borrower, nor to the knowledge of the Borrower, any officer or director of any Borrower or any Affiliate of the Borrower has taken action, directly or indirectly, that would result in a material violation by such Persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the “UK Bribery Act”), and the US Foreign Corrupt Practices Act of 1977 (the “FCPA”) (collectively, the “Anti-Corruption Laws”). Furthermore, the Borrower, and to the knowledge of the Borrower and any Affiliate of the Borrower have conducted their businesses in material compliance with the Anti-Corruption Laws and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

6.CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

The obligation of the Bank to make Loans hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans and to the satisfaction of the following further conditions, in form and substance satisfactory to the Bank:

6.1First Loans. On the Closing Date:

6.1.1.Compliance with Representations, Covenants, no Event of Default, etc.. The representations and warranties of the Borrower contained in Section 5 and of the Loan Parties contained in each of the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist, there shall be no material litigation pending against any Loan Party and since December 31, 2017, no Material Adverse Change shall have occurred; and there shall be

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delivered to the Bank a certificate of the Borrower, dated the Closing Date and signed by the Trustee or other Authorized Representative of the Borrower, to each such effect.

6.1.2.Trustee's Certificate. There shall be delivered to the Bank a certificate dated the Closing Date and signed by the Trustee, certifying as appropriate as to:

(i)direction from the administrative committee of the Borrower to the Trustee authorizing, among other things, the execution, delivery and performance of this Agreement, the other Loan Document and any related agreements to which the Borrower is a party, certified by the Trustee as of the Closing Date; and, such certificate shall state that the direction thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

(ii)the names of the Trustee and any other Authorized Representative of the Borrower, if any, authorized to sign this Agreement and the other Loan Documents and act on behalf of the Borrower, and the true signatures of such Trustee and other Authorized Representatives, on which the Bank may conclusively rely; and

(iii)copies of the Trustee Agreement and any other formation documents of the Borrower.

6.1.3.Secretary's Certificate (Company). There shall be delivered to the Bank a certificate dated the Closing Date and signed by the Secretary of the Company, certifying as appropriate as to:

(i)resolutions of the board of directors of the Company authorizing, among other things, the execution, delivery and performance of the Loan Documents to which the Company is a party and any related agreements to which the Company is a party, certified by the Secretary on behalf of the Company as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

(ii)the names of the authorized officers of the Company authorized to sign the other Loan Documents and act on behalf of the Company, and the true signatures of such authorized officers, on which the Bank may conclusively rely; and

(iii)copies of the Company's organizational documents, including its certificate of incorporation and bylaws, as in effect on the Closing Date certified (to the extent applicable) by the appropriate state official where such documents are filed in a state office together with a certificate from the Secretary of State of the State of New York as to the continued existence and good standing of the Company in the State of New York.

6.1.4.Delivery of Loan Documents. The Agreement, the Guaranty Agreements, the Notes, and any other Loan Documents required by the Bank, shall have been duly executed and delivered to the Bank.

6.1.5.Opinion of Counsel. There shall be delivered to the Bank a written opinion of Hodgson Russ LLP, counsel for the Loan Parties, dated the Closing Date and in form and substance reasonably satisfactory to the Bank and its counsel.

6.1.6.Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Bank and counsel for the Bank, and the Bank shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Bank and said counsel, as the Bank or said counsel may reasonably request.

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6.1.7.Payment of Fees. The Borrower shall have paid or caused to be paid to the Bank to the extent not previously paid all commitment, closing and other fees accrued through the Closing Date and the costs and expenses for which the Bank is entitled to be reimbursed.

6.1.8.Consents. All material consents required to effectuate the transactions contemplated hereby shall have been obtained.

6.1.9.No Violation of Laws. The making of the Loans shall not contravene any Law applicable to any Loan Party or the Bank.

6.1.10.No Actions or Proceedings. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents, or the consummation of the transactions contemplated hereby or thereby or which, in the Bank's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

6.1.11.Lien Searches. The Bank shall have received copies of UCC searches with respect to the Borrower in the State of New York evidencing that no Liens exist against any assets of any Loan Party.

6.1.12.Regulation U. The Borrower shall have delivered to the Bank a completed and executed Federal Reserve Form U-1 in connection with the transactions contemplated hereby.

6.1.13.Termination Statements; Release Statements and Other Releases. Evidence satisfactory to the Bank that all necessary termination statements, release statements and other releases in connection with all Liens against Borrower (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing.

6.1.14.Repayment of Prohibited Indebtedness. All Indebtedness prohibited by Section 7.2.1 shall have been paid in full and any prior loan documentation shall have been terminated.

6.1.15.Due Diligence. The Bank shall have completed its due diligence with all aspects of the Loan Parties including a review of the books and records, accounting policies, and historical financial statements.

6.1.16.Contract Review. The Bank shall have reviewed all material contracts of the Loan Parties requested by the Bank, and such contracts and agreements shall be reasonably satisfactory in all respects to the Bank.

6.1.17.KYC. The Bank shall have received all documentation and other information requested by the Bank pursuant to applicable "know-your-customer" and anti-money laundering rules and regulations, including the USA Patriot Act.

6.1.18.Other Documents and Conditions. The Loan Parties shall have delivered such other documents and satisfied such other conditions as may be reasonably requested to be submitted to the Bank by the terms of this Agreement or of any Loan Document or set forth on the closing checklist with respect to the transactions contemplated by this Agreement.

6.2Each Additional Loan. It shall be a condition precedent to the making of any Loans that after giving effect to the proposed extensions of credit: the representations and warranties of the Loan Parties contained in Section 5 and of the Loan Parties in the other Loan Documents shall be true and correct in all material respects on and as of the date of such additional Loan with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein) and the Loan Parties shall have performed and complied with all covenants and conditions

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hereof; no Event of Default or Potential Default shall have occurred and be continuing; the making of the Loans shall not contravene any Law applicable to any Loan Party or the Bank; the Borrower shall have delivered to the Bank a duly executed and completed Revolving Credit Loan Request.

7.COVENANTS

7.1Affirmative Covenants. The Borrower covenants and agrees that until payment in full of the Loans and interest thereon, satisfaction of all of the Loan Parties' other Obligations under the Loan Documents and termination of the Revolving Credit Commitment, the Borrower shall comply at all times with the following affirmative covenants:

7.1.1.Preservation of Existence, Etc. The Borrower shall maintain its legal existence as trust and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary.

7.1.2.Payment of Liabilities, Including Taxes, Etc. The Borrower shall duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made, but only to the extent that failure to discharge any such liabilities would not constitute a Material Adverse Change, provided that the Borrower will pay all such liabilities forthwith upon the commencement of proceedings to foreclose any Lien which may have attached as security therefor.

7.1.3.Examination Rights. The Borrower shall permit any of the officers or authorized employees or representatives of the Bank to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times and as often as the Bank may, upon reasonable prior notice reasonably request.

7.1.4.Keeping of Records and Books of Account. The Borrower shall maintain and keep proper books of record and account as required by applicable Laws of any Official Body having jurisdiction over the Borrower and in which full, true and correct entries shall be made all its dealings and business and financial affairs.

7.1.5.Compliance with Laws and Licensing Bodies. The Borrower shall comply with all applicable Laws in all respects, provided that it shall not be deemed to be a violation of this Section 7.1.5 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The Borrower shall obtain and/or maintain all certificates of compliance and authority and other licenses that are necessary or required by any Official Body or licensing authority having jurisdiction over such Loan Party except to the extent such failure to maintain would not constitute a Material Adverse Change.

7.1.6.Use of Proceeds. The Borrower will use the proceeds of the Loans in accordance with Section 2.6.

7.1.7.Cash Management. Within ninety (90) days after the Closing Date, the Borrower shall have established and shall thereafter maintain its primary depository and cash management relationships with the Bank.

7.2Negative Covenants. The Borrower covenants and agrees that until payment in full of the Loans and interest thereon, satisfaction of all of the Loan Parties' other Obligations hereunder and termination of the Revolving Credit Commitment, the Borrower shall comply with the following negative covenants:

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7.2.1.Indebtedness. The Borrower shall not at any time create, incur, assume or suffer to exist any Indebtedness, except (i) Indebtedness under the Loan Documents; and (ii) Indebtedness to the Company in accordance with the terms of the Trust Agreement; provided that any such Indebtedness existing on the Closing Date or incurred thereafter shall not be secured directly or indirectly by margin stock within the meaning of Regulation U.

7.2.2.Liens. The Borrower shall not at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens.

7.2.3.Guaranties. The Borrower shall not at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person.

7.2.4.Loans and Investments. The Borrower shall not at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any capital contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except for investments made in accordance with and pursuant to the Trust Agreement.

7.2.5.Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person.

7.2.6.Dispositions of Assets. The Borrower shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse), except any of the foregoing made in accordance with and pursuant to the Trust Agreement so long as after giving effect thereto and the use of any proceeds received in respect thereof to make mandatory prepayments pursuant to Section 4.3.3, the Revolving Facility Usage is not in excess of the Borrowing Base.

7.2.7.Fiscal Year. The Borrower shall not change its fiscal year without providing at least ninety (90) days’ prior written notice to the Bank.

7.2.8.Amendments to Material Documents. The Borrower shall not amend in any respect the Trust Agreement or other formation documents or the material terms of any material contracts to which the Borrower is a party without providing at least thirty (30) calendar days' prior written notice to the Bank and, in the event such change would be adverse to the Bank as determined by the Bank in its sole discretion, obtaining the prior written consent of the Bank. Borrower shall provide a copy of any such proposed amendment to the Bank and the Bank shall have fifteen (15) days from its receipt thereof to determine whether such change would be adverse to the Bank and respond to Borrower. A failure by the Bank to respond within such fifteen (15) day period will be deemed a consent by the Bank to the proposed amendment.

7.2.9.Negative Pledges. The Borrower shall not directly or indirectly enter into or assume or become bound by any agreement (other than this Agreement and the other Loan Documents), or any provision of the Trust Agreement or any other formation document, prohibiting the creation or assumption of any Lien or encumbrance upon the Borrower's properties, whether now owned or hereafter created or acquired, or otherwise prohibiting or restricting any transaction contemplated hereby; provided that the foregoing shall not apply to restrictions and conditions imposed by any Law or by any Loan Document.

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7.2.10.Anti-Terrorism.     Neither the Borrower nor any Affiliate of Borrower shall be subject to or in violation of any law, regulation, or list of any government agency (including without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act or any list now or hereafter promulgated by the United Nations Security Council, European Union or United Kingdom) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits the Bank from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Borrower. The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Affiliate of the Borrower, joint venture partner or other Person, (i) to fund any activities or business of or with any such Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, in each case in violation of the applicable Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any such Person (including any Person participating in the Loans, whether as underwriter, advisor, investor or otherwise).

7.2.11.Anti-Corruption Laws. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments that could constitute a violation of any applicable Anti-Corruption Laws.

7.3Reporting Requirements. The Borrower covenants and agrees that until payment in full of the Loans and interest thereon, satisfaction of all of the Loan Parties' other Obligations hereunder and under the other Loan Documents and termination of the Revolving Credit Commitment, the Borrower will furnish or cause to be furnished to the Bank:

7.3.1.Quarterly Financial Statements of the Company. As soon as available and in any event within forty-five (45) calendar days after the end of each of the first (1st) three (3) fiscal quarters in each fiscal year, financial statements of the Company and its Consolidated (as defined in the Moog Loan Agreement) Subsidiaries, in accordance with Section 5.2(b) of the Moog Loan Agreement (as such exists on the date hereof).

7.3.2.Annual Financial Statements of the Company. As soon as available and in any event within ninety (90) calendar days after the end of each fiscal year, audited financial statements of the Company and its Consolidated (as defined in the Moog Loan Agreement) Subsidiaries, in accordance with Section 5.2(b) of the Moog Loan Agreement (as such exists on the date hereof).

7.3.3.Financial Statements of the Borrower. As soon as available and in any event within forty-five (45) calendar days after the end of each fiscal quarter, internally prepared financial statements of the Borrower in form and substance satisfactory to the Bank.

7.3.4.Certificate of the Borrower and the Company. Concurrently with the financial statements of the Borrower furnished to the Bank pursuant to Section 7.3.3, a certificate (each a "Compliance Certificate") of the Borrower and the Company signed by an Authorized Representative of the Borrower and the Company in the form of Exhibit 7.3.4 (i) to the effect that, except as described pursuant to Section 7.3.6, the representations and warranties of the Borrower contained in Section 5 and of the Loan Parties in the other Loan Documents to which they are a party are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties are true and correct in all material respects on and as of the specific dates or times referred to therein) and the Loan Parties have performed and complied with all covenants and conditions hereof, and (ii) to the effect that, except as described pursuant to Section 7.3.6, no Event of Default or Potential Default exists and is continuing on the date of such certificate.

7.3.5.Borrowing Base Certificate. As soon as available and in any event within fifteen (15) calendar days after the end of each calendar month, a Borrowing Base Certificate in the form of Exhibit 7.3.5 attached hereto and made a part hereof prepared as of the last day of such month, certified as to accuracy by an Authorized Representative of the Borrower and in such form as the Bank shall reasonably require.

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7.3.6.Notice of Default. Promptly after any Authorized Representative or any authorized officer of any Loan Party has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized Representative of the Borrower setting forth the details of such Event of Default or Potential Default and the action which the applicable Loan Party proposes to take with respect thereto.

7.3.7.Notice of Litigation. Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against the Borrower which involve a claim or series of claims which is or are not insured against and in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or which if adversely determined would constitute a Material Adverse Change.

7.3.8.Budgets, Forecasts, Other Reports and Information. Promptly upon their becoming available to the Loan Parties:

(i)a Consolidated (as defined in the Moog Loan Agreement) budget for Company and its Subsidiaries consisting of a balance sheet and income statement, to be supplied not later than ninety (90) days after the first (1st) day of each fiscal year with respect to such fiscal year,

(ii)a copy of any order issued by an Official Body in any proceeding to which the Borrower is a party, and

(iii)such other reports and information relating to Borrower's business or financial condition as the Bank may from time to time reasonably request. The Loan Parties shall also (a) furnish to the Bank such information and documentation as may be requested by the Bank from time to time for purposes of compliance by the Bank with applicable Laws (including without limitation the USA Patriot Act and other "know your customer" and anti-money laundering rules and regulations), and any policy or procedure implemented by the Bank to comply therewith and (b) notify the Bank promptly of (1) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and (2) the enactment or adoption of any Law which would constitute a Material Adverse Change.

8.DEFAULT

8.1Events of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):

8.1.1.Payments Under Loan Documents. The Borrower shall fail to pay any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity) or any interest on any Loan, or any other amount owing hereunder or under the other Loan Documents on the date on which such principal, interest or other amount becomes due in accordance with the terms hereof or thereof;

8.1.2.Breach of Warranty. Any representation or warranty made at any time by the Borrower herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

8.1.3.Breach of Anti-Corruption Covenant, Anti-Terrorism Covenant or Negative Covenants. The Borrower shall default in the observance or performance of any covenant contained in Section 7.2;

8.1.4.Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) days after the occurrence thereof (such grace period to be applicable only in the event such default can reasonably be expected to be able to be remedied by corrective action of the Loan Parties);

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8.1.5.Defaults in Other Agreements or Indebtedness. Either (i) any specified "event of default" under the Moog Loan Agreement or (ii) any Indebtedness (other than the Obligations) of the Borrower with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) or more, or, in the case of the foregoing clauses (i) and (ii), any other event or circumstance which would permit the holder of the Indebtedness under the Moog Loan Agreement or any such other Indebtedness to accelerate such Indebtedness (and/or the obligations of the applicable Loan Party thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness);

8.1.6.Final Judgments or Orders. Any final judgments or orders for the payment of money which is not insured against and is in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) in the aggregate shall be entered against the Borrower by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;

8.1.7.Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party's successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;

8.1.8.Uninsured Losses; Proceedings Against Assets. Any of the Borrower's assets the value of which is equal to or greater than One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

8.1.9.Notice of Lien or Assessment. A notice of Lien or assessment in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) which is not a Permitted Lien is filed of record with respect to all or any part of the Borrower’s assets by the United States, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, or any taxes or debts owing at any time or times hereafter to any one of these Persons becomes payable and the same is not paid within thirty (30) days after the same becomes payable;

8.1.10.Cessation of Business. Any Loan Party ceases to conduct its business as contemplated, or any Loan Party is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business and such injunction, restraint or other preventive order is not dismissed within three (3) days after the entry thereof;

8.1.11.Change of Trustee. The Trustee shall cease to be the trustee of the Borrower, and a replacement or successor Trustee is not appointed in accordance with, and within the timeframe prescribed by, the Trust Agreement;

8.1.12.Involuntary Proceedings. A proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding; or

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8.1.13.Voluntary Proceedings; Insolvency. Any Loan Party shall commence a voluntary case under any applicable bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such Law, or shall consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar official) of itself or for any substantial part of its property or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or admit in writing its inability to pay its debts as they mature, or shall take any action in furtherance of any of the foregoing.

8.2Consequences of Event of Default.

8.2.1.Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Sections 8.1.1 through 8.1.12 shall occur and be continuing, the Bank shall be under no further obligation to make Loans, and the Bank may by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Bank hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and

8.2.2.Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 8.1.13 or 8.1.13 shall occur, the Bank shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Bank hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

8.2.3.Set-off. If an Event of Default shall occur and be continuing, the Bank and any branch, Subsidiary or Affiliate of the Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan Party, to set-off against and apply to the then unpaid balance of all the Loans and all other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by the Bank or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower or such other Loan Party for its own account (but not including funds held in custodian or trust accounts) with the Bank or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not the Bank shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Guaranty or any other security, right or remedy available to the Bank; and

8.2.4.Suits, Actions, Proceedings. If an Event of Default shall occur and be continuing, and whether or not the Bank shall have accelerated the maturity of Loans pursuant to any of the foregoing provisions of this Section 8.2, the Bank, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Bank; and

8.2.5.Application of Proceeds. From and after the date on which the Bank has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Bank from the exercise of any remedy by the Bank, shall be applied as follows:

(i)first, to reimburse the Bank for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' and paralegals' fees and legal expenses, incurred by the

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Bank in connection collection of any Obligations of any of the Loan Parties under any of the Loan Documents;

(ii)second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Bank under this Agreement or any of the other Loan Documents or a Bank-Provided Hedge or any Other Bank Provided Financial Services Product, whether of principal, interest, fees, expenses or otherwise, in such manner as the Bank may determine in its discretion; and

(iii)the balance, if any, as required by Law.

8.2.6.Other Rights and Remedies. In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Bank shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Bank may exercise all post-default rights granted to the Bank under the Loan Documents or applicable Law.

8.3Notice of Sale. Any notice required to be given by the Bank of any intended action by the Bank, if given ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to the Loan Parties.

9.MISCELLANEOUS

9.1No Implied Waivers; Cumulative Remedies; Writing Required. No course of dealing and no delay or failure of the Bank in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power, remedy or privilege preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Bank under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. Any waiver, permit, consent or approval of any kind or character on the part of the Bank of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.

9.2Reimbursement and Indemnification of Bank by Loan Parties; Taxes. The Loan Parties, jointly and severally, agree unconditionally upon demand to pay or reimburse to the Bank and to save the Bank harmless against (i) liability for the payment of all out-of-pocket costs, expenses and disbursements (including reasonable fees and expenses of counsel for the Bank, incurred by the Bank (a) in connection with the negotiation, preparation, execution, administration and interpretation of this Agreement, and other instruments and documents to be delivered hereunder, (b) relating to any amendments, waivers or consents pursuant to the provisions hereof, (c) in connection with the enforcement of this Agreement or any other Loan Document, or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or otherwise, and (d) in any workout or restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Bank, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by the Bank hereunder or thereunder, provided that no Loan Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent the same results from the Bank's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Each Loan Party, jointly and severally, agrees unconditionally to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Bank to be payable in connection with this Agreement or any other Loan Document, and each Loan Party, jointly and severally, agrees unconditionally to save the Bank harmless from and against any

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and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions.

9.3Holidays. Whenever payment with respect to a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in the definition of Interest Period as set forth in Section 1.1 hereof) and such extension of time shall be included in computing interest and fees, except that the Revolving Credit Loans shall be due on the Business Day preceding the Expiration Date, if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.

9.4Funding by Branch, Subsidiary or Affiliate. The Bank shall have the right from time to time to make or maintain any Loan by arranging for a branch, Subsidiary or Affiliate of the Bank to make or maintain such Loan subject to the last sentence of this Section 9.4. If the Bank causes a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder, all terms and conditions of this Agreement shall, except where the context clearly requires otherwise, be applicable to such part of the Loans to the same extent as if such Loans were made or maintained by the Bank, but in no event shall the Bank's use of such a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder cause the Bank or such branch, Subsidiary or Affiliate to incur any cost or expenses payable by the Borrower hereunder or require the Borrower to pay any other compensation to the Bank (including any expenses incurred or payable pursuant to Section 4.4) which would otherwise not be incurred.

9.5Notices. Any notice, request, demand, direction or other communication (for purposes of this Section 9.5 only, a "Notice") to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes means of electronic transmission (i.e., "e-mail") or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a "Website Posting") if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 9.5) in accordance with this Section 9.5. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on the signature pages hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 9.5. Any Notice shall be effective:

(i)In the case of hand-delivery, when delivered;

(ii)If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(iii)In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, a Website Posting or overnight courier delivery of a confirmatory notice (received at or before noon on such next Business Day);

(iv)In the case of a facsimile transmission, when sent to the applicable party's facsimile machine's telephone number if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(v)In the case of electronic transmission, when actually received;

(vi)In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such web site) by another means set forth in this Section 9.5; and

(vii)If given by any other means (including by overnight courier), when actually received.

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9.6Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

9.7Governing Law. This Agreement shall be deemed to be a contract under the Laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York without regard to its conflict of laws principles.

9.8Prior Understanding. This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

9.9Duration; Survival. All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the making of Loans and shall not be waived by the execution and delivery of this Agreement, any investigation by the Bank, the making of Loans or payment in full of the Loans. All covenants and agreements of the Loan Parties contained in Sections 7.1, 7.2 and 7.2.10 herein shall continue in full force and effect from and after the date hereof so long as the Borrower may borrow hereunder and until termination of the Revolving Credit Commitment and payment in full of the Loans. All covenants and agreements of the Loan Parties contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Article 4 and Section 9.2, shall survive payment in full of the Loans and termination of the Revolving Credit Commitment.

9.10Successors and Assigns.

(i)This Agreement shall be binding upon and shall inure to the benefit of the Bank, the Loan Parties and their respective successors and assigns, except that none of the Loan Parties may assign or transfer any of their respective rights and Obligations hereunder or any interest herein. The Bank may, at its own cost, make assignments of or sell participations in all or any part of its Revolving Credit Commitment and the Loans made by it to one or more banks or other entities. In the case of a participation, the participant shall only have the rights specified in Section 8.2.3 (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by the Bank in favor of the participant relating thereto).

(ii)Any assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to the Borrower and the Bank the form of certificate described in Section 9.15.1 relating to federal income tax withholding. The Bank may furnish any publicly available information concerning any Loan Party or any Loan Party's Subsidiaries and any other information concerning any Loan Party or any Loan Party's Subsidiaries in the possession of the Bank from time to time to assignees and participants (including prospective assignees or participants), provided that such assignees and participants agree, in writing prior to such disclosure, to be bound by the provisions of Section 9.11.

(iii)Notwithstanding any other provision in this Agreement, the Bank may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement, the Notes and the other Loan Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent of the Borrower. No such pledge or grant of a security interest shall release the Bank of its obligations hereunder or under any other Loan Document.

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9.11Confidentiality.

9.11.1.General. The Bank agrees to keep confidential all information obtained from any Loan Party or any Loan Party's Subsidiaries, if applicable, which is nonpublic and confidential or proprietary in nature (including any information any Loan Party or Subsidiary specifically designates as confidential), except as provided below, and to use such information only in connection with this Agreement and for the purposes contemplated hereby. The Bank shall be permitted to disclose such information (i) to outside legal counsel, accountants and other professional advisors who need to know such information in connection with the administration and enforcement of this Agreement, subject to agreement of such Persons to maintain the confidentiality, (ii) to assignees and participants as contemplated by Section 9.10, and prospective assignees and participants, (iii) to the extent requested by any bank regulatory authority or, with notice to the Borrower, as otherwise required by applicable Law or by any subpoena or similar legal process, or in connection with any investigation or proceeding arising out of the transactions contemplated by this Agreement, (iv) if it becomes publicly available other than as a result of a breach of this Agreement or becomes available from a source not known to be subject to confidentiality restrictions, or (v) if the Borrower shall have consented to such disclosure, in writing prior to such disclosure.

9.11.2.Sharing Information With Affiliates of the Bank. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Loan Parties or one or more of their Affiliates (in connection with this Agreement or otherwise) by the Bank or by one or more Subsidiaries or Affiliates of the Bank and each of the Loan Parties hereby authorizes the Bank to share any information delivered to the Bank by such Loan Party and each Loan Party's Subsidiaries pursuant to this Agreement, or in connection with the decision of the Bank to enter into this Agreement, to any such Subsidiary or Affiliate of the Bank, it being understood that any such Subsidiary or Affiliate of the Bank receiving such information shall be bound by the provisions of Section 9.11.1 as if it were the Bank hereunder. Such authorization shall survive the repayment of the Loans and other Obligations and the termination of the Revolving Credit Commitment.

9.12Counterparts. This Agreement may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

9.13Exceptions. The representations, warranties and covenants contained herein shall be independent of each other, and no exception to any representation, warranty or covenant shall be deemed to be an exception to any other representation, warranty or covenant contained herein unless expressly provided, nor shall any such exceptions be deemed to permit any action or omission that would be in contravention of applicable Law.

9.14CONSENT TO FORUM; WAIVER OF JURY TRIAL. EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 9.5 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EACH LOAN PARTY AND THE BANK HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULLEST EXTENT PERMITTED BY LAW.

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9.15Certifications From Bank and Participants

9.15.1.Tax Withholding. Any assignee or participant of the Bank that is not incorporated under the Laws of the United States of America or a state thereof (and, upon the written request of the Bank or assignee or participant of the Bank) agrees that it will deliver to the Borrower and the Bank two (2) duly completed appropriate valid Withholding Certificates (as defined under §1.1441-1(c)(16) of the Income Tax Regulations (the "Regulations")) certifying its status (i.e. U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code. The term "Withholding Certificate" means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Any assignee or participant required to deliver to the Borrower and the Bank a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Bank in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Bank). Any assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to the Borrower and the Bank two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Bank. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Bank shall be entitled to withhold United States federal income taxes at the full thirty percent (30%) withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Bank is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any assignee or participant of the Bank for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

9.15.2.USA Patriot Act. Any assignee or participant of the Bank that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Bank the certification, or, if applicable, recertification, certifying that such assignee or participant is not a "shell" and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) at such other times as are required under the USA Patriot Act.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement the day and year first above written as a document under seal.

BORROWER:
Moog Inc. Stock Employee Compensation Trust<br><br><br><br><br><br>By: /s/ Robert T. Brady<br><br>Name: Robert T. Brady<br><br>Title: Trustee<br><br><br><br>Address:<br><br>c/o Robert T. Brady, trustee<br><br>286 Greenwood Ct.<br><br>East Aurora, New York 14052<br><br><br><br>With a copy (which shall not constitute required notice) to:<br><br><br><br>Moog Inc.<br><br>400 Jamison Road<br><br>Elma, NY 14059<br><br>Attention: Timothy P. Balkin, Treasurer
BANK:
CITIZENS BANK OF PENNSYLVANIA<br><br><br><br><br><br>By:<br><br>Name: Edward J. Kloecker, Jr.<br><br>Title: Senior Vice President<br><br><br><br>Address:<br><br>1128 State Street<br><br>Erie PA 16501<br><br>Attention: Edward J. Kloecker, Jr.<br><br>Telephone: 814-453-7233<br><br>Telecopy: 814-453-7225

268139687

a106-thirdamendmenttocre

268139748 THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement, dated April 21, 2023 (this "Amendment"), is by and between Moog Inc. Stock Employee Compensation Trust (subject to the provisions of Section 1.2.13 of the Credit Agreement, the "Borrower") and Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania) (the "Bank"). W I T N E S S E T H: WHEREAS, the Borrower and the Bank entered into that certain Credit Agreement, dated July 26, 2018, as amended by that certain (i) First Amendment to Credit Agreement, dated September 3, 2019, by and between the Borrower and the Bank and (ii) Second Amendment to Credit Agreement, dated July 15, 2021, by and between the Borrower and the Bank (as may be further amended, modified, supplemented or restated from time to time, the "Credit Agreement"); and WHEREAS, the Borrower desires to amend certain terms and provisions of the Credit Agreement, and the Bank desires to permit such amendments pursuant to the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. All capitalized terms used herein that are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise. 2. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example double underlined text) as set forth in the pages of the Credit Agreement attached hereto as Annex 1. 3. The Credit Agreement is hereby amended by inserting a new Exhibit 2.3.1 thereto, attached as Exhibit A hereto. 4. The provisions of Sections 2 and 3 of this Amendment shall not become effective until the Bank has received the following items, each in form and substance acceptable to the Bank: (a) this Amendment, duly executed by the Borrower and the Bank; (b) payment to the Bank of a $10,000.00 renewal fee; (c) the documents and conditions listed in the Preliminary Closing Agenda set forth on Annex 2 attached hereto and made a part hereof; (d) such other documents as may be reasonably requested by the Bank; and (e) payment of all other fees and expenses owed to the Bank and the Bank's counsel in connection with this Amendment. 5. The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except

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• 2 - 268139748 representations and warranties that expressly relate solely to an earlier date or time, which representations and warranties are true and correct on and as of the specific dates or times referred to therein, and except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement. 6. The Borrower acknowledges and agrees that each and every document, instrument or agreement which at any time has secured payment of the Obligations including, without limitation, the Guaranty Agreement(s) hereby continues to secure the Obligations. 7. The Borrower hereby represents and warrants to the Bank that (i) the Borrower has full power to enter into, execute, deliver and carry out this Amendment and the other documents executed in connection herewith and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Amendment or the other documents executed in connection herewith by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by the Borrower will conflict with, constitute a default under or result in any breach of (a) the terms and conditions of the Trust Agreement or other organizational documents of the Borrower or (b) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower, and (iii) each of this Amendment and the other documents executed in connection herewith has been duly and validly executed and delivered by the Borrower and constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance. 8. The Borrower represents and warrants that (i) no Potential Default or Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof and (ii) it presently has no known claims or actions of any kind at Law or in equity against the Bank arising out of or in any way relating to the Loan Documents. 9. To induce the Bank to enter into this Amendment, the Borrower hereby releases, acquits and forever discharges the Bank, and all officers, directors, agents, employees, successors and assigns of the Bank, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that the Borrower now has or ever had against the Bank arising under or in connection with the Credit Agreement or any of the other Loan Documents or otherwise, in each case arising prior to the date of this Amendment. The Borrower represents and warrants to the Bank that the Borrower has not transferred or assigned to any Person any such claim that the Borrower ever had or claimed to have against the Bank. 10. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 11. The agreements contained in this Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Amendment amends the Credit Agreement and is not a novation thereof.

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• 3 - 268139748 This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by e-mail or telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 12. This Amendment shall be deemed to be a contract under the Laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York without regard to its conflict of laws principles. The Borrower hereby consents to the jurisdiction and venue of the courts of the State of New York sitting in New York County, New York and the United States District Court for the Southern District of New York with respect to any suit arising out of or mentioning this Amendment. [INTENTIONALLY LEFT BLANK]

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268139748 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Amendment to be duly executed as of the date first above written, as an instrument under seal. BORROWER: Moog Inc. Stock Employee Compensation Trust By: /s/ Robert T. Brady Name: Robert T. Brady Title: Trustee BANK: Citizens Bank, N.A. By: /s/ Edward J. Kloecker, Jr. Name: Edward J. Kloecker, Jr. Title: Senior Vice President

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268139748 CONSENT OF GUARANTOR The undersigned guarantor (the "Guarantor") consents to the provisions of the foregoing Third Amendment to Credit Agreement (the "Amendment") and confirms and agrees that: (a) the Guarantor’s obligations under its Guaranty and Suretyship Agreement, dated July 26, 2018 (the "Guaranty"), shall be unimpaired by the Amendment; (b) the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania) (the "Bank"), its officers, directors, employees, agents or attorneys with respect to its Guaranty; and (c) all of the terms, conditions and covenants in the Guarantor's Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Guarantor's obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in its Guaranty are true and correct in all respects as of the date of the Amendment. IN WITNESS WHEREOF, and intending to be legally bound hereby, the due execution of this Consent of Guarantor as of the date of the Amendment. GUARANTOR: Moog Inc. By: /s/ Christopher P. Donnini Name: Christopher P. Donnini Title: Treasurer

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268139748 ANNEX 1 Amended Credit Agreement (see attached)

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268139748 ANNEX 2 Preliminary Closing Agenda (see attached)

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268139748 PRELIMINARY CLOSING AGENDA This preliminary closing agenda contains the documents delivered in connection with a third amendment to credit facility provided to Moog Inc. Stock Employee Compensation Trust (the "Borrower"), by Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania) (the "Bank"). No. LOAN DOCUMENTS Responsible Party 1. Third Amendment to Credit Agreement, by and between the Borrower and the Bank (the "Amendment"), as consented to by Moog Inc., a New York corporation (the "Guarantor"). Bank Annex 1 – Amended Credit Agreement. Bank Annex 2 – Preliminary Closing Agenda. Bank Exhibit A – Amended Exhibit 2.3.1 to Credit Agreement – Form of Revolving Credit Loan Request. Bank 2. Amended Schedules to the Credit Agreement, if needed and as applicable. Borrower ORGANIZATIONAL DOCUMENTS Borrower 3. Certificate of the Trustee of the Trust as to (i) resolutions of the Administrative Committee of the Trust authorizing the Trust to enter into the Amendment, (ii) incumbency and (iii) no amendments to the Trust Agreement of the Trust. Borrower

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ANNEX 1 268139687 $35,000,000.00 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and between MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST and CITIZENS BANK, N.A. OF PENNSYLVANIA Dated July 26, 2018

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• i - 268139687 TABLE OF CONTENTS Section Page 1. CERTAIN DEFINITIONS ................................................................................................. 1 1.1 Certain Definitions ...................................................................................................1 1.2 Construction ...........................................................................................................17 1.3 Accounting Principles ............................................................................................18 1.4 Rates Generally.. ....................................................................................................19 2. REVOLVING CREDIT FACILITIES ............................................................................. 19 2.1 Revolving Credit Commitments ............................................................................19 2.2 Fees ........................................................................................................................19 2.3 Revolving Credit Loan Requests ...........................................................................20 2.4 Making Revolving Credit Loans ............................................................................21 2.5 Revolving Credit Note ...........................................................................................21 2.6 Use of Proceeds......................................................................................................21 3. INTEREST RATES. ......................................................................................................... 21 3.1 Interest Rate Options..............................................................................................21 3.2 Interest After Default .............................................................................................22 3.3 Term SOFR Conforming Changes.........................................................................22 3.4 Inability to Determine Rates ..................................................................................22 3.5 Compensation for Losses .......................................................................................23 3.6 Illegality.. ...............................................................................................................23 3.7 Benchmark Replacement Setting ...........................................................................24 4. PAYMENTS ..................................................................................................................... 25 4.1 Payments ................................................................................................................25 4.2 Interest and Principal Payment Dates ....................................................................25 4.3 Prepayments ...........................................................................................................25 4.4 Increased Costs ......................................................................................................27 4.5 Increased Capital Costs ..........................................................................................28 4.6 Taxes ......................................................................................................................28 5. REPRESENTATIONS AND WARRANTIES ................................................................. 30 5.1 Representations and Warranties .............................................................................30 6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT ............. 34 6.1 First Loans .............................................................................................................34 6.2 Each Additional Loan ............................................................................................36 7. COVENANTS .................................................................................................................. 36 7.1 Affirmative Covenants ...........................................................................................36 7.2 Negative Covenants ...............................................................................................37 7.3 Reporting Requirements ........................................................................................39

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• ii - 268139687 8. DEFAULT ........................................................................................................................ 40 8.1 Events of Default ...................................................................................................40 8.2 Consequences of Event of Default .........................................................................42 8.3 Notice of Sale .........................................................................................................43 9. MISCELLANEOUS ......................................................................................................... 44 9.1 No Implied Waivers; Cumulative Remedies; Writing Required ...........................44 9.2 Reimbursement and Indemnification of Bank by Loan Parties; Taxes .................44 9.3 Holidays .................................................................................................................44 9.4 Funding by Branch, Subsidiary or Affiliate ...........................................................44 9.5 Notices ...................................................................................................................45 9.6 Severability ............................................................................................................45 9.7 Governing Law ......................................................................................................45 9.8 Prior Understanding ...............................................................................................46 9.9 Duration; Survival ..................................................................................................46 9.10 Successors and Assigns..........................................................................................46 9.11 Confidentiality .......................................................................................................46 9.12 Counterparts ...........................................................................................................47 9.13 Exceptions ..............................................................................................................47 9.14 CONSENT TO FORUM; WAIVER OF JURY TRIAL........................................47 9.15 Certifications From Bank and Participants ............................................................48

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• iii - 268139687 LIST OF EXHIBITS EXHIBITS EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 2.3.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 7.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 7.3.5 - BORROWING BASE CERTIFICATE

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268139687 CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated July 26, 2018, and is made by and between Moog Inc. Stock Employee Compensation Trust (subject to the provisions of Section 1.2.13, the "Borrower") and Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania, (the "Bank"). WITNESSETH: WHEREAS, the Borrower has requested the Bank to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed Thirty-Five Million and 00/100 Dollars ($35,000,000.00); and WHEREAS, the Bank is willing to provide such credit upon the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, covenant and agree as follows: 1. CERTAIN DEFINITIONS 1.1 Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: Adjusted LIBOR Rate means, relative to any LIBOR Rate Loan to be made as, continued as, maintained as, or converted into, a LIBOR Rate Loan for any LIBOR Interest Period, a rate per annum determined by dividing (x) the LIBOR Rate for such LIBOR Interest Period by (y) a percentage equal to one hundred percent (100%) minus the LIBOR Reserve Percentage. If the Adjusted LIBOR Rate determined as above would be less than zero, then such rate shall be deemed to be zero. ABR Loan means a Loan bearing interest based on the Alternate Base Rate. Affiliate as to any Person shall mean, subject to the last sentence of this definition, any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds five percent (5.0%) or more of any class of the voting or other equity interests of such Person, or (iii) five percent (5.0%) or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Notwithstanding the foregoing, in any context of describing any Affiliate of any Loan Party, Affiliate as to such Loan Party shall have the meaning ascribed to such term in the Moog Loan Agreement. Agreement shall mean this Credit Agreement, as the same may be supplemented, amended, modified or restated from time to time, including all schedules and exhibits. Alternate Base Rate shall mean, for any day, a rate per annum equal to the sum of (A) the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Rate in effect on such day

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• 2 - 268139687 plus .50% per annum, (iii) the Daily SOFR Rate on such day plus 1.00% per annum and (iv) the Floor; plus (B) the Applicable Spread. If the Bank shall have determined (which determination shall be conclusive absent clearly manifest error) that it is unable to ascertain the Federal Funds Rate or the Daily SOFR Rate for any reason, including the inability or failure of the Bank to obtain sufficient quotations in accordance with the terms of the definition of the term Federal Funds Rate, the Alternate Base Rate shall be determined without regard to clause (ii) or (iii), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Daily SOFR Rate, as applicable, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Daily SOFR Rate, as applicable, respectively. Anti-Corruption Laws shall have the meaning set forth in Section 5.1.17 hereof. Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the OFAC (as any of the forgoing Laws may from time to time be amended, renewed, extended or replaced), trade sanctions programs and embargoes, economic or financial sanctions, import/export licensing, money laundering, corruption or bribery and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws (including but not limited to the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, the USA Patriot Act, Executive Order No. 13224, and the United States Foreign Corrupt Practices Act of 1977), all as amended, supplemented or replaced from time to time. Authorized Representatives shall mean, with respect to the Borrower, the Trustee or such other Persons, designated by written notice to the Bank from the Borrower, in form and substance satisfactory to the Bank, authorized to execute notices, reports and other documents on behalf of the Borrower required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Bank, in form and substance satisfactory to the Bank. The Borrower hereby acknowledges and agrees that the Bank may conclusively rely on any notice, report or other document executed by any Authorized Representative on behalf of the Borrower, whether such Authorized Representative is a trustee, officer, manager or employee of the Borrower, a third party duly authorized to act on Borrower’s behalf hereunder, or otherwise. Available Tenor means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of any Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then- removed from the definition of any Interest Period pursuant to clause (iv) of Section 3.7(d) 4.10(b). Bank shall mean as set forth in the preamble hereof. Bank-Provided Hedge shall mean a Hedging Contract which is provided by the Bank (or any Affiliate of the Bank) in connection with the Obligations and with respect to which the Bank confirms meets the following requirements: such Hedging Contract (i) is documented in a standard International Swap Dealer Association Agreement or similar agreement acceptable to the Bank, (ii)

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• 3 - 268139687 provides for the method of calculating the reimbursable amount of the provider's credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes. The liabilities of any Loan Party to the provider of the Bank-Provided Hedge (the "Hedge Liabilities") shall be "Obligations" hereunder, guaranteed obligations under the Guaranty Agreements and otherwise treated as Obligations for purposes of each of the other Loan Documents. Base Rate shall mean the Prime Rate. Base Rate Loan shall mean any Loan which bears interest with reference to the Base Rate. Base Rate Option shall mean the option of the Borrower to have Revolving Credit Loans bear interest at the rate and under the terms and conditions set forth in Section 3.1.1(ii). Benchmark means, initially, USD LIBOR the Term SOFR Reference Rate; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR the Term SOFR Reference Rate or the then- current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (i) of Section 3.7(a) 4.10(b). Any reference to "Benchmark" shall include, as applicable, the published component used in the calculation thereof. Benchmark Replacement means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Bank for the applicable Benchmark Replacement Date: (1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment; (2)(1) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; (3)(2) the sum of: (a) the alternate benchmark rate that has been selected by the Bank and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate and an adjustment as a replacement for the then-current Benchmark for U.S. dDollar-denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided, that any such Benchmark Replacement shall be administratively feasible as determined by the Bank in its sole discretion. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Bank in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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• 4 - 268139687 Benchmark Replacement Adjustment means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement: (1) for purposes of clauses (1) and (2) of the definition of "Benchmark Replacement," the first alternative set forth in the order below that can be determined by the Bank: (a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; (b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and (2) for purposes of clause (3) of the definition of "Benchmark Replacement Adjustment means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement," the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Bank and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dDollar-denominated syndicated or bilateral credit facilities at such time.; provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Bank in its reasonable discretion. Benchmark Replacement Conforming Changes means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of Business Day, the definition of any Interest Period, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Bank decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Bank in a manner substantially consistent with market practice (or, if the Bank decides that adoption of any portion of such market practice is not administratively feasible or if the Bank determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Bank decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). Benchmark Replacement Date means a date and time determined by the Bank, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

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• 5 - 268139687 (1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (2) in the case of clause (3) of the definition of "Benchmark Transition Event," the first date of the public on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non- representativeness will be determined by reference to the most recent statement or publication of information referenced therein; or in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. (3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Borrower, so long as the Bank has not received, by 5:00 p.m. (New York City time) on the fifth (5 th ) Business Day after the date notice of such Early Opt-in Election is provided to the Borrower, written notice of objection to such Early Opt-in Election from the Borrower. For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve Board System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely;, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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• 6 - 268139687 (3) a public statement or publication of information by the regulatory supervisor for or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Authority having jurisdiction over the Bank the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer not, or as of a specified future date will not be, representative. For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). Benchmark Unavailability Period means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.7 4.10(b) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.7 4.10(b). Beneficial Ownership Certification means, with respect to the Borrower, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially in the form provided by the Bank or such other form reasonably satisfactory to the Bank. Beneficial Ownership Regulation means 31 C.F.R. § 1010.230. Blocked Person shall have the meaning assigned to such term in Section 5.1.16.2. Board shall have the meaning assigned to such term in the definition of LIBOR Reserve Percentage. Borrower shall mean as set forth in the preamble hereof. Borrowing Base shall mean at any time fifty percent (50%) of the then current market value (based solely on share price) of all capital stock of the Company owned by the Borrower, including shares of capital stock acquired with the proceeds of any Loan. The Borrowing Base as of the Closing Date shall be calculated based upon the information set forth in the Federal Reserve Form U-1 delivered to the Bank pursuant to Section 6.1.12, and thereafter shall be calculated pursuant to the most recent Borrowing Base Certificate delivered pursuant to the terms of this Agreement. Borrowing Base Certificate shall mean a certificate in the form of Exhibit 7.3.5 pursuant to which the Borrower shall compute the Borrowing Base. The Borrower shall deliver the Borrowing Base Certificate at the time specified in Section 7.3.5. Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof, which shall be a Business Day. Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any LIBOR Rate SOFR Loans which have the same LIBOR Interest Period under the same Revolving Credit Loan Request by the Borrower shall constitute one Borrowing Tranche, (ii) all LIBOR Advantage Rate Daily SOFR Loans shall constitute one Borrowing Tranche and (iii) all Base Rate ABR Loans shall constitute one Borrowing Tranche.

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• 7 - 268139687 Business Day shall mean (a) any day which is neither a Saturday, Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Pittsburgh, Pennsylvania; (b) when such term is used to describe a day on which a borrowing, payment, prepayment or repayment is to be made in respect of a LIBOR Rate Loan, any day which is (i) neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Pittsburgh, Pennsylvania; and (ii) a London Banking Day; and (c) when such term is used to describe a day on which an interest rate determination is to be made in respect of a LIBOR Rate Loan, any day which is a London Banking Day. Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. Closing Date shall mean July 26, 2018. Commitment Fee shall have the meaning assigned to that term in Section 2.2(b). Company shall mean Moog Inc., a New York corporation. Compliance Certificate shall have the meaning assigned to such term in Section 7.3.4. Conforming Changes means, with respect to either the use or administration of the Benchmark, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including, for example and not by way of limitation or prescription, changes to the definition of "Alternate Base Rate," the definition of "Business Day," the addition of a concept of "interest period" or any similar or analogous definition, or the modification of the definition of "interest period" or any similar or analogous definition, the definition of "U.S. Government Securities Business Day," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Bank decides may be appropriate in connection with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit the use and administration thereof by the Bank in a manner substantially consistent with market practice (or, if the Bank decides that adoption of any portion of such market practice is not administratively feasible or if the Bank determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Bank decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). Corresponding Tenor with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

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• 8 - 268139687 Daily Simple SOFR means, for any day, a rate per annum equal to the greater of (a) the sum of (i) SOFR, with the conventions for this rate (which will include a lookback) being established by the Bank in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for business loans; provided, that if the Bank decides that any such convention is not administratively feasible for the Bank, then the Bank may establish another convention in its reasonable discretion plus (ii) the Daily Simple SOFR Adjustment, and (b) the Floor. Daily Simple SOFR Adjustment means 0.10%. Daily SOFR Loan means a Loan bearing interest based on the Daily SOFR Rate. Daily SOFR Rate means, for any day, a rate per annum equal to Daily Simple SOFR in effect on such day for a one-month Interest Period. Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America. Early Opt-in Election means, if the then-current Benchmark is USD LIBOR, the occurrence of: (1) a determination by the Bank that at least five currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such credit facilities are identified in the notice to the Borrower described in clause (2) below and are publicly available for review), and (2) the election by the Bank to trigger a fallback from USD LIBOR and the provision by the Bank of written notice of such election to the Borrower. Event of Default shall mean any of the events described in Section 8.1 and referred to therein as an "Event of Default." Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. Expiration Date shall mean the earlier of (i) July 26, 2024 October 26, 2025 and (ii) the occurrence of a Termination Event. Federal Funds Rate means, for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average of the quotations for such day on such transactions received by the Bank from three federal funds brokers of recognized standing selected by it and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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• 9 - 268139687 Floor means 0.00% per annum the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any Loan based on the LIBOR Rate or the LIBOR Advantage Rate, as applicable. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts. Government Securities Business Day means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. Guarantor shall mean, collectively, the Company and any other Person (if any) that is from time to time party to a Guaranty Agreement (including, without limitation, any Person which joins any Guaranty Agreement and/or this Agreement as a Guarantor after the date hereof) Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreement or Guaranty Agreements means, singularly or collectively, as the context may require, any Guaranty and Suretyship Agreement executed and delivered on or after the date hereof by any Person to the Bank with respect to the Obligations or any portion thereof, and any other agreement pursuant to which a Person guarantees the Obligations or any portion thereof, in each case in form and substance satisfactory to the Bank. Hedge Liabilities shall have the meaning assigned to that term in the definition of Bank-Provided Hedge. Hedging Contracts shall mean any interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into between any Loan Party and any financial institution subject to the Bank's approval, and designed to protect such Loan Party against fluctuations in interest rates or currency exchange rates. Hedging Obligations shall mean, with respect to any Loan Party, all liabilities of such Loan Party under Hedging Contracts. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit or Hedging Contract, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence

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• 10 - 268139687 of indebtedness and which are not more than thirty (30) days past due), or (v) any Guaranty of Indebtedness for borrowed money. Indemnified Taxes shall mean all Taxes excluding any Taxes measured by the Bank’s net income (including any branch profits or similar taxes), net profits or gross receipts (including any franchise taxes imposed in lieu thereof). Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Person or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of such Person's creditors generally or any substantial portion of its creditors; undertaken under any Law. Interest Payment Date means (a) with respect to any ABR Loan or Daily SOFR Loan, the last Business Day of each calendar month and the Expiration Date of the Credit Facility under which such Loan was made, and (b) with respect to any SOFR Loan, the last day of the Interest Period therefor and, in the case of any Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at a three-month interval after the first day of such Interest Period, and the Expiration Date of the Credit Facility under which such SOFR Loan was made. Interest Period means, with respect to any applicable Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability thereof), as specified in the applicable Committed Loan Notice; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the Expiration Date and (iv) no tenor that has been removed from this definition pursuant to Section 3.7(d) shall be available for specification in such Committed Loan Notice. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period the LIBOR Interest Period or the LA Interest Period, as applicable. Interest Rate Option or Interest Rate Options shall mean, singularly or collectively, as the context may require, the option of the Borrower to have Revolving Credit Loans bear interest at the Alternate Base Rate, the Daily SOFR Rate or Term SOFR, under the terms and conditions set forth in Section 3.1.1 any Base Rate Option, any LIBOR Advantage Rate Option or any LIBOR Rate Option. Internal Revenue Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. ISDA Definitions means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by

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• 11 - 268139687 the International Swaps and Derivatives Association, Inc. or such successor thereto. LA Interest Payment Date means, initially, August 1, 2018, and thereafter the day of each succeeding month which numerically corresponds to such date or, if a month does not contain a day that numerically corresponds to such date, the LA Interest Payment Date shall be the last day of such month. LA Interest Period means, with respect to any LIBOR Advantage Rate Loan, (i) the period commencing on (and including) the Closing Date and ending on (but excluding) the date which numerically corresponds to such date one (1) month later, and thereafter, each one (1) month period ending on the day of such month that numerically corresponds to the Closing Date. If an LA Interest Period is to end in a month for which there is no day which numerically corresponds to the last day of the preceding LA Interest Period, the LA Interest Period will end on the last day of such month. Notwithstanding the date of commencement of any LA Interest Period, interest shall only begin to accrue as of the date the initial LIBOR Advantage Rate Loan is made hereunder. Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or settlement agreement with any Official Body. LIBOR Advantage Rate means, relative to any LA Interest Period, the offered rate for deposits of U.S. Dollars for a term coextensive with the LA Interest Period, reset daily, which the ICE Benchmark Administration (or any successor administrator of LIBOR rates) fixes as its LIBOR rate as of 11:00 a.m. London time for delivery in two London Banking Days. If such day is not a London Banking Day, the LIBOR Advantage Rate shall be determined on the next preceding day which is a London Banking Day. If for any reason the Bank cannot determine such offered rate fixed by the ICE Benchmark Administration the, Bank may, in its sole but reasonable discretion, use an alternative method to select a rate calculated by the Bank to reflect its cost of funds. Notwithstanding anything to the contrary herein, if the LIBOR Advantage Rate determined as provided above would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. LIBOR Advantage Rate Loan or LIBOR Advantage Rate Loans shall mean, singularly or collectively, as the context may require, any Loan which bears interest with reference to the LIBOR Advantage Rate. LIBOR Advantage Rate Option shall mean the option of the Borrower to have Revolving Credit Loans bear interest at the rate and under the terms and conditions set forth in Section 3.1.1(iii). LIBOR Breakage Fee shall have the meaning assigned to that term in Section 4.4. LIBOR Interest Period shall mean with respect to any LIBOR Rate Loan, (i) initially the period commencing on (and including) the date such Loan is made, continued as or converted into a LIBOR Rate Loan pursuant to Section 2.3 and ending on (but excluding) the day which numerically corresponds to such date one (1), two (2) or three (3) months thereafter, in each case as the Borrower may select in its notice pursuant to Section 2.3 and (ii) thereafter, each subsequent period commencing on the last day of the next preceding LIBOR Interest Period applicable to such LIBOR Rate Loan and ending one (1), two (2) or three (3) months thereafter as selected by the Borrower pursuant to Section 2.3; provided, however, that: (i) LIBOR Interest Periods commencing on the same date for LIBOR Rate Loans comprising part of the same advance under this agreement shall be of the same duration;

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• 12 - 268139687 (ii) LIBOR Interest Periods for LIBOR Rate Loans in connection with which the Borrower has or may incur Hedge Liabilities with the Bank shall be of the same duration as the relevant periods set under the applicable Hedging Contracts; (iii) if such LIBOR Interest Period would otherwise end on a day which is not a Business Day, such LIBOR Interest Period shall end on the next following Business Day unless such day falls in the next calendar month, in which case such LIBOR Interest Period shall end on the first preceding Business Day; and (iv) no LIBOR Interest Period may end later than the termination of this Agreement. LIBOR Rate shall mean, relative to any LIBOR Interest Period for a LIBOR Rate Loan, the offered rate for deposits of U.S. Dollars for a term coextensive with the designated LIBOR Interest Period which the ICE Benchmark Administration (or any successor administrator of LIBOR rates) fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such LIBOR Interest Period. If such day is not a London Banking Day, the LIBOR Rate shall be determined on the next preceding day which is a London Banking Day. If for any reason the Bank cannot determine such offered rate fixed by the ICE Benchmark Administration, the Bank may, in its sole but reasonable discretion, use an alternative method to select a rate calculated by the Bank to reflect its cost of funds. Notwithstanding anything to the contrary herein, if the LIBOR Rate determined as provided above would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. LIBOR Rate Loan or LIBOR Rate Loans shall mean, singularly or collectively, as the context may require, the Loans for the period(s) when the rate of interest applicable to such Loans is calculated by reference to the Adjusted LIBOR Rate in the manner set forth herein. LIBOR Rate Option shall mean the option of the Borrower to have Revolving Credit Loans bear interest at the rate and under the terms and conditions set forth in Section 3.1.1(i). LIBOR Reserve Percentage means, relative to any day of any LIBOR Interest Period, the maximum aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) under any regulations of the Board of Governors of the Federal Reserve System (the "Board") or other governmental authority having jurisdiction with respect thereto as issued from time to time and then applicable to assets or liabilities consisting of "Eurocurrency Liabilities", as currently defined in Regulation D of the Board, having a term approximately equal or comparable to such LIBOR Interest Period. Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing). Loan Documents shall mean this Agreement, the Guaranty Agreements, the Notes, agreements related to Bank-Provided Hedges, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents. For purposes of clarity, “Loan Documents” shall

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• 13 - 268139687 not include the Moog Loan Agreement or any Loan Document (as such term is defined in the Moog Loan Agreement). Loan Parties shall collectively mean the Borrower and the Guarantors and Loan Party shall separately mean the Borrower or each Guarantor. Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and any Revolving Credit Loan. London Banking Day shall mean a day on which dealings in U.S. dollar deposits are transacted in the London interbank market. Material Adverse Change shall mean any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, or results of operations of any Loan Party, (c) impairs materially or could reasonably be expected to impair materially the ability of any Loan Party to duly and punctually pay or perform its Obligations, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Bank, to the extent permitted, to enforce its legal remedies pursuant to this Agreement or any other Loan Document. Month, shall mean, with respect to a LIBOR Interest Period, the interval between the days in consecutive calendar months numerically corresponding to the first day of such LIBOR Interest Period. If any LIBOR Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such LIBOR Interest Period is to end, the final month of such LIBOR Interest Period shall be deemed to end on the last Business Day of such final month. Moog Loan Agreement shall mean that certain Fourth Amended and Restated Loan Agreement, dated as of March 28, 2013, by and among the Company, certain subsidiaries of the Company party thereto from time to time, the Bank and the other lenders party thereto from time to time, HSBC Bank USA, National Association, as administrative agent, swingline lender and issuing bank, Manufacturers and Traders Trust Company, as lead syndication agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents and the Bank, as documentation agent, as further amended, restated, modified or supplemented from time to time. Note or Notes shall mean, singularly or collectively, as the context may require, the Revolving Credit Note and/or any other note or notes of the Borrower executed and delivered pursuant to this Agreement, together with all extensions, renewals, refinancings or refundings in whole or in part, as amended, restated, modified or supplemented from time to time. Notices shall have the meaning assigned to that term in Section 9.5. Obligations shall mean, collectively (A) any obligation or liability of any Loan Party to the Bank or any of its Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes and any other Loan Document, including all loans, advances, debts, liabilities, obligations, covenants and duties owing by any Loan Party to the Bank or any of its Affiliates, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes and any other Loan Document, (B) liabilities to the Bank under any Bank-Provided Hedge (but not including the liabilities to other Persons under any other Hedging

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• 14 - 268139687 Contract), and (C) any liabilities to the Bank or any Affiliate of the Bank under any Other Bank Provided Financial Service Product. Official Body shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). Other Bank Provided Financial Service Product shall mean agreements or other arrangements under which the Bank or any Affiliate of the Bank provides any of the following products or services to the Borrower: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) foreign currency exchange. Permitted Liens shall mean: (i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable; (ii) Liens, security interests and mortgages in favor of the Bank or any affiliate of the Bank securing the Obligations including liabilities under any Bank-Provided Hedge and any Other Bank Provided Financial Services Product; and (iii) The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of entry, and in either case they do not, in the aggregate, materially impair the ability of the Borrower to perform its Obligations hereunder or under the other Loan Documents: (1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the Borrower maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien; (2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits; (3) statutory nonconsensual Liens; or (4) Liens resulting from final judgments or orders described in Section 8.1.6. Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

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• 15 - 268139687 Potential Default shall mean any event or condition which with notice or passage of time, or any combination of the foregoing, would constitute an Event of Default. Prime Rate shall mean a rate per annum equal to the rate of interest announced by the Bank in Pittsburgh, Pennsylvania, from time to time as its "Prime Rate". Any change in the Prime Rate shall be effective immediately from and after such change in the Prime Rate. Interest accruing by reference to the Prime Rate shall be calculated on the basis of actual days elapsed and a three hundred sixty-five (365) or three hundred sixty-six (366) day year. The Borrower acknowledge that the Bank may make loans to its customers above, at or below the Prime Rate. Principal Office shall mean the designated office of the Bank located at 525 William Penn Place, Pittsburgh, Pennsylvania 15219 or such other office of the Bank as the Bank may designate in writing from time to time. Reference Time with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined by the Bank in its reasonable discretion. Regulation U shall mean Regulation U as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time, and all official rulings and interpretations thereunder or thereof. Regulations shall have the meaning specified in Section 8.15.1. Relevant Governmental Body means the Board of Governors of the Federal Reserve Board System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto. Revolving Credit Commitment shall mean Thirty-Five Million and 00/100 Dollars ($35,000,000.00). Revolving Credit Loan Request shall have the meaning given to such term in Section 2.3.1. Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Bank to the Borrower pursuant to Section 2.1. Revolving Credit Note shall mean the Revolving Credit Note of the Borrower in substantially the form of Exhibit 1.1(R) evidencing the Revolving Credit Loans together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part. Revolving Facility Usage shall mean at any time the sum of the principal amount of the Revolving Credit Loans outstanding. SOFR means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published as administered by the SOFR Administrator on the SOFR Administrator's Website on the immediately succeeding Business Day on the website of the SOFR Administrator, currently at http//www.newyorkfed.org (or any successor source for

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• 16 - 268139687 the secured overnight financing rate identified as such by the SOFR Administrator from time to time). SOFR Administrator means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). SOFR Administrator's Website means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. SOFR Loan means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of "Alternate Base Rate" or the definition of "Daily SOFR Rate." Standard & Poor's shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. Subsidiary of any Person at any time means any corporation, trust, partnership, limited liability company or other business entity (i) of which more than fifty percent (50%) of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person's Subsidiaries, or (ii) which is controlled or capable of being controlled by such Person or one or more of such Person's Subsidiaries. Taxes shall mean any federal, state, local or foreign net or gross income, gross receipts, turnover, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, export taxes and withholdings, exchange control mandatory differentials, mandatory savings, capital stock, franchise, profits, withholding, social security (or similar), unemployment, supplementary, retirement system, disability, real property, personal property, sales, use, transfer, registration, value added, recording, intangible, documentary, goods and services, ad valorem, net proceeds, net worth, special assessments, workers' compensation, utility, production, gains, alternative or add-on minimum, estimated, or other tax of any kind whatsoever. Term SOFR means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. Term SOFR means a rate per annum equal to the greater of (a) the sum of (i) Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the "Term SOFR Determination Day") that is two (2) Government Securities Business Days prior to the first day of such Interest Period as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Government Securities Business Day is not more than three (3) Government Securities Business Days prior to such Term SOFR Determination Day, plus (ii) the Term SOFR Adjustment, and (b) the Floor. Term SOFR Adjustment means 0.10%.

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• 17 - 268139687 Term SOFR Administrator means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Bank in its reasonable discretion). Term SOFR Determination Day has the meaning specified in the definition “Term SOFR.” Term SOFR Reference Rate means the forward-looking term rate based on SOFR published by the Term SOFR Administrator and displayed on CME’s Market Data Platform (or other commercially available source providing such quotations as may be selected by the Bank from time to time). Termination Event shall mean the occurrence of any event whereby (i) the Bank is no longer a party to the Moog Loan Agreement, or (ii) the Moog Loan Agreement terminates or otherwise ceases to be in full force and effect, unless such termination or cessation is in connection with the refinancing thereof pursuant to an agreement whereby the Bank is a party thereto. Trust Agreement shall mean that certain Moog Inc. Stock Employee Compensation Trust Agreement (2014 Restatement), effective as of August 13, 2014, between the Company and G. Wayne Hawk, as trustee, as further amended, restated, modified or supplemented from time to time. Trustee shall mean Robert T. Brady, an individual, as successor to G. Wayne Hawk, or any other successor trustee validly appointed to serve as trustee of the Borrower. Unadjusted Benchmark Replacement means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. USD LIBOR means the London interbank offered rate for U.S. dollars as set forth in the definition of "LIBOR Rate" and/or "LIBOR Advantage Rate", as applicable. Website Posting shall have the meaning specified in Section 9.5. Withholding Certificate shall have the meaning specified in Section 9.15.1. 1.2 Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: 1.2.1. References to Borrower. Any and all references to the Borrower contained in any representation or covenant of the Borrower hereunder shall be a representation or covenant with respect to each and every Borrower, both individually and collectively; 1.2.2. Number; Inclusion. References to the plural include the singular, the plural, the part and the whole; "or", when the circumstances would prescribe, has the inclusive meaning represented by the phrase "and/or," and "including" has the meaning represented by the phrase "including without limitation"; 1.2.3. Determination. References to "determination" of or by the Bank shall be deemed to include good-faith estimates by the Bank (in the case of quantitative determinations) and good-faith

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• 18 - 268139687 beliefs by the Bank (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error; 1.2.4. Bank's Discretion and Consent. Whenever the Bank is granted the right herein to act or make a determination in its discretion, sole discretion, sole and absolute discretion or to grant or withhold consent such right shall be exercised in good faith; 1.2.5. Documents Taken as a Whole. The words "hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole and, unless otherwise specified herein, not to any particular provision of this Agreement or such other Loan Document; 1.2.6. Headings. The section and other headings contained in this Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect; 1.2.7. Implied References to this Agreement. Article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Documents, as the case may be, unless otherwise specified; 1.2.8. Persons. Reference to any Person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Loan Document, as the case may be, and reference to a Person in a particular capacity excludes such Person in any other capacity; 1.2.9. Modifications to Documents. Reference to any agreement (including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated; 1.2.10. From, To and Through. Relative to the determination of any period of time, "from" means "from and including," "to" means "to but excluding," and "through" means "through and including"; and 1.2.11. Shall; Will. References to "shall" and "will" are intended to have the same meaning. 1.2.12. Time References. Unless otherwise specified, all references herein to times of day shall constitute references to Eastern Time. 1.2.13. References to Borrower. All references to the term "Borrower" set forth herein or in any other Loan Document shall refer to Moog Inc. Stock Employee Compensation Trust (as a distinct legal entity) and/or the Trustee, acting not in any individual capacity but solely in his/her/its capacity as trustee of Moog Inc. Stock Employee Compensation Trust, as the context may require based on the provisions set forth herein, applicable law and the terms of the Trust Agreement. 1.3 Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to

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• 19 - 268139687 such terms by GAAP; provided, however, that all accounting terms used in Section 7.2 (and all defined terms used in the definition of any accounting term used in Section 7.2 shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.1.7. In the event of any change after the date hereof in GAAP, and if such change results in the inability to determine compliance with the financial covenants set forth in Section 7.2, if any, based upon the applicable Loan Party's regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with any Loan Party's financial statements at that time. 1.4 Rates Generally. The Bank does not warrant or accept responsibility for, and shall not have any liability with respect to (a) administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, or any other matter related to, the Alternate Base Rate, the Benchmark, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether any Benchmark is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as those referencing or underlying any other rate, (b) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (or component thereof), (c) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (d) the effect, implementation or composition of any Conforming Changes. The Bank and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Bank does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. The Bank may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Benchmark, or any alternative, successor or replacement rate (including any Benchmark Replacement), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. 2. REVOLVING CREDIT FACILITIES 2.1 Revolving Credit Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein and in the other Loan Documents, the Bank agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date provided that after giving effect to any such Revolving Credit Loan (i) the Revolving Facility Usage shall not exceed the Revolving Credit Commitment and (ii) the Revolving Credit Loans outstanding shall not exceed the Borrowing Base. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1. 2.2 Fees. (a) The Borrower shall pay to the Bank, on or before the Closing Date, a non- refundable closing fee with respect to the Revolving Credit Commitment in the amount of Five Thousand and 00/100 Dollars ($5,000.00).

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• 20 - 268139687 (b) Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Bank, as consideration for the Revolving Credit Commitment hereunder, a nonrefundable commitment fee (the "Commitment Fee") equal to 0.275% per annum (computed on the basis of a year of 360 days and actual days elapsed) on the average daily difference between the amount of (i) the Revolving Credit Commitment and the (ii) the Revolving Facility Usage. All Commitment Fees shall be payable in arrears on October 1, 2018 and on the first (1st) day of each fiscal quarter thereafter and on the Expiration Date or upon acceleration of the Revolving Credit Note. 2.3 Revolving Credit Loan Requests. 2.3.1. Except as otherwise provided herein and subject to the terms and conditions hereof, with respect to the Revolving Credit Loans, the Borrower may from time to time prior to the Expiration Date: (i) request the Bank to make a LIBOR Rate SOFR Loan, a LIBOR Advantage Rate Daily SOFR Loan or an Base Rate ABR Loan; (ii) request the Bank to renew an existing LIBOR Rate SOFR Loan; (iii) request the Bank to convert an existing LIBOR Rate SOFR Loan or LIBOR Advantage Rate Daily SOFR Loan to an Base Rate ABR Loan; (iv) request the Bank to convert an existing LIBOR Advantage Rate Daily SOFR Loan to an Base Rate ABR Loan or a LIBOR Rate SOFR Loan; or (v) request the Bank to convert an existing Base Rate ABR Loan to a LIBOR Rate SOFR Loan or a LIBOR Advantage Rate Daily SOFR Loan. Each such request by the Borrower shall be made by delivering to the Bank within the times set forth in Section 2.3.2 hereof a duly completed request thereof substantially in the form of Exhibit 2.3.1 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a "Revolving Credit Loan Request"), it being understood that the Bank may rely on the authority of any Authorized Representative making such a telephonic request without the necessity of receipt of such written confirmation. 2.3.2. Each Revolving Credit Loan Request under Section 2.3.1 shall be delivered, made and confirmed no later than 1:00 p.m.: (i) not less than the second (2nd) Business Day nor more than the fifth (5th) Business Day prior to the proposed Borrowing Date with respect to the making or renewal of Revolving Credit Loans to which the LIBOR Rate Option Term SOFR applies and/or the conversion of Revolving Credit Loans from Base Rate ABR Loans or LIBOR Advantage Rate Daily SOFR Loans to LIBOR Rate SOFR Loans; (ii) the proposed Borrowing Date with respect to the making of or conversion to a Revolving Credit Loan to which the Base Rate Option Alternate Base Rate or the LIBOR Advantage Rate Option Daily SOFR Rate applies; or (iii) the last day of the preceding LIBOR Interest Period with respect to the conversion of Revolving Credit Loans from LIBOR Rate SOFR Loans to Base Rate ABR Loans or LIBOR Advantage Rate Daily SOFR Loans.

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• 21 - 268139687 2.3.3. Notwithstanding anything to the contrary contained herein, no portion of the outstanding principal amount of any LIBOR Rate SOFR Loan may be converted to a LIBOR Rate SOFR Loan of a different duration or an Base Rate ABR Loan or a LIBOR Advantage Rate Daily SOFR Loan if such LIBOR Rate SOFR Loan relates to any Hedging Obligation. Each Revolving Credit Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Revolving Credit Loans comprising each Borrowing Tranche, which shall be in integral multiples of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) and not less than Fifty Thousand and 00/100 Dollars ($50,000.00) for each Borrowing Tranche to which the LIBOR Rate Option Term SOFR applies, and (iii) whether the LIBOR Rate Option, the LIBOR Advantage Rate Option or the Base Rate Option Term SOFR, the Daily SOFR Rate or the ABR Rate shall apply to the proposed Revolving Credit Loans comprising the applicable Borrowing Tranche. Each such request by the Borrower for the making of a Revolving Credit Loan shall only be advanced upon the satisfaction of requirements listed in Section 6.2. 2.4 Making Revolving Credit Loans. The Bank shall, after receipt by it of a Revolving Credit Loan Request pursuant to Section 2.3, and subject to Section 6.2, fund such Revolving Credit Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 11:00 a.m. on the Borrowing Date. 2.5 Revolving Credit Note. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans made to them by the Bank, together with interest thereon, shall be evidenced by the Revolving Credit Note dated the Closing Date payable to the order of the Bank in a face amount equal to the Revolving Credit Commitment. 2.6 Use of Proceeds. The proceeds of the Revolving Credit Loans shall be used by the Borrower to purchase Class B common stock of the Company and to pay transaction costs and expenses incurred in connection herewith. 3. INTEREST RATES. 3.1 Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans at the rates set forth below, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options to apply simultaneously to the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Revolving Credit Loans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans. If at any time the designated rate applicable to any Loan exceeds the Bank's highest lawful rate, the rate of interest on such Loan shall be limited to the Bank's highest lawful rate. 3.1.1. Interest Rate Options. The Borrower shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans: (i) Term LIBOR SOFR Rate Option: A rate per annum (computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) equal to the LIBOR Rate Term SOFR plus two and one-eighth of one percent (2.125%); (ii) Alternate Base Rate Option. A rate per annum (computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as applicable, and actual days elapsed) equal to the Alternate Base Rate; or

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• 22 - 268139687 (iii) LIBOR Advantage Daily SOFR Rate Option: A rate per annum (computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) equal to the LIBOR Advantage Daily SOFR Rate plus two and one-eighth of one percent (2.125%). 3.1.2. Automatic Rollover. Subject to the terms hereof, upon the expiration of a LIBOR an Interest Period for a SOFR Loan, the applicable LIBOR Rate SOFR Loan shall automatically be continued as a LIBOR Rate SOFR Loan for the same LIBOR Interest Period at the then current Aapplicable Rrate and in an amount equal to the principal amount of the expiring LIBOR Rate SOFR Loan less any principal repayments made by the Borrower, if any. Subject to the terms hereof, upon the expiration of an LA Interest Period for a Daily SOFR Loan, the applicable LIBOR Advantage Rate Daily SOFR Loan shall automatically be continued as a LIBOR Advantage Rate Daily SOFR Loan at the then current Aapplicable Rrate and in an amount equal to the principal amount of the expiring LIBOR Advantage Rate Daily SOFR Loan less any principal repayments made by the Borrower, if any. 3.1.3. Rate Quotations. The Borrower may call the Bank on or before the date on which a Revolving Credit Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Bank nor affect the rate of interest which thereafter is actually in effect when the election is made. 3.2 Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived, the Borrower may not select, convert to or renew a LIBOR Rate SOFR Loan or LIBOR Advantage Rate Daily SOFR Loan and each Borrowing Tranche to which the LIBOR Rate Option Term SOFR or the LIBOR Advantage Daily SOFR Rate Option applies shall automatically convert to an Base Rate ABR Loan at the end of the applicable LIBOR Interest Period or LA Interest Period for such SOFR Loan or Daily SOFR Loan, as applicable; and: 3.2.1. Interest Rates. The rate of interest for each Loan otherwise applicable pursuant to Section 3.1, shall be increased by three percent (3.0%) per annum; 3.2.2. Other Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of (i) the Alternate Base Rate plus (ii) an additional three percent (3.0%) per annum from the time such Obligation becomes due and payable and until it is paid in full; and 3.2.3. Acknowledgment. The Borrower acknowledge that the increase in rates referred to in this Section 3.2 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Bank is entitled to additional compensation for such risk; and all such interest shall be payable by the Borrower upon demand by the Bank. 3.3 Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Bank will promptly notify the Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR. 3.4 Inability to Determine Rates. Subject to Section 3.7, if, on or prior to the first day of any Interest Period for any SOFR Loan or prior to setting the daily interest rate for a Daily SOFR Loan:

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• 23 - 268139687 (a) the Bank determines (which determination shall be conclusive and binding absent manifest error) that "Term SOFR" cannot be determined pursuant to the definition thereof, or (b) the Bank determines that for any reason in connection with any request for a SOFR Loan or a Daily SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan or the Daily SOFR Rate with respect to a proposed Daily SOFR Loan does not adequately and fairly reflect the cost to the Bank of funding such Loan, the Bank will promptly so notify the Borrower. Upon notice thereof by the Bank to the Borrower, any obligation of the Bank to make or maintain SOFR Loans or Daily SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans or Daily SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Bank revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected Interest Periods) or Daily SOFR Loans or, failing that, the Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to ABR Loans in the amount specified therein and (ii) (X) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (Y) each Daily SOFR Loan will be immediately converted into an ABR Loan. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.5. Subject to Section 3.7, if the Bank determines (which determination shall be conclusive and binding absent manifest error) that "Term SOFR" cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Bank without reference to clause (c) of the definition of "Alternate Base Rate" until the Bank revokes such determination. 3.5 Compensation for Losses. In the event of (a) the payment or prepayment of any principal of any SOFR Loan other than on the last day of the Interest Period applicable thereto whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate the Bank for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds. A certificate of the Bank setting forth any amount or amounts that the Bank is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof. 3.6 Illegality. If the Bank determines that any Law has made it unlawful, or that any Official Body has asserted that it is unlawful, for the Bank to make, maintain or fund Loans whose interest is determined by reference to SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by the Bank to the Borrower, (a) any obligation of the Bank to make or maintain SOFR Loans or Daily SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans or Daily SOFR Loans, shall be suspended, and (b) the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Bank without reference to clause (c) of the definition of "Alternate Base Rate", in each case until the Bank notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, if necessary to avoid such illegality, upon demand from the Bank, prepay or, if applicable, convert all SOFR Loans and Daily SOFR Loans to ABR Loans (the interest rate on which ABR Loans of the Bank shall, if necessary to avoid such illegality, be determined by the Bank without

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• 24 - 268139687 reference to clause (c) of the definition of "Alternate Base Rate"), on the last day of the Interest Period therefor in the case of SOFR Loans and immediately in the case of Daily SOFR Loans, if the Bank may lawfully continue to maintain such Loans to such day, or immediately, if the Bank may not lawfully continue to maintain such Loans to such day, and (ii) if necessary to avoid such illegality, the Bank shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of "Alternate Base Rate" in each case until the Bank determines that it is no longer illegal for the Bank to determine or charge interest rates based upon SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.5. 3.7 Benchmark Replacement Setting. (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and a Hedge Agreement shall be deemed not to be a "Loan Document" for purposes of this Section 3.7), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (eastern time) on the date notice of such Benchmark Replacement is provided to the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. (b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (c) Notices; Standards for Decisions and Determinations. the Bank will promptly notify the Borrower of (i) the occurrence of a Benchmark Transition Event or the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. the Bank will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.7(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Bank pursuant to this Section 3.7, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.7. (d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR

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• 25 - 268139687 Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Bank in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then (i) the Bank may modify the definition of "Interest Period" (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement), or (B) is not, or is no longer, subject to an announcement that is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Bank may modify the definition of "Interest Period" (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (e) Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or Daily SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During a Benchmark Unavailability Period at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. 4. PAYMENTS 4.1 Payments. All payments and prepayments to be made in respect of principal, interest, Commitment Fees, or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Bank at the Principal Office in U.S. Dollars and in immediately available funds. The Bank's statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an "account stated." 4.2 Interest and Principal Payment Dates. Interest on LIBOR Rate the Loans shall be due and payable on the applicable Interest Payment Date last day of each LIBOR Interest Period for those Loans and on the Expiration Date or upon acceleration of the Notes. Interest on LIBOR Advantage Rate Loans shall be due and payable on each LA Interest Payment Date and on the Expiration Date or upon acceleration of the Notes. Interest on Base Rate Loans shall be due and payable in arrears on the first day of each calendar month after the date hereof and on the Expiration Date or upon acceleration of the Notes. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated maturity date, upon acceleration or otherwise). If not sooner paid, the Borrower shall repay the Revolving Credit Loans together with all outstanding interest thereon on the Expiration Date. 4.3 Prepayments. 4.3.1. Voluntary Prepayments of LIBOR Advantage Rate Daily SOFR Loans and Base Rate ABR Loans. Subject to the provisions of this Section 4.3, the Borrower shall have the right, at its option, from time to time, to prepay the Base Rate ABR Loans or the LIBOR Advantage Rate Daily SOFR Loans, in whole or in part, on any date prior to the Expiration Date; provided, however, the Borrower shall

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• 26 - 268139687 give the Bank at least three (3) days prior written notice of the Borrower's intention to make such prepayment and of (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment; provided, further, the Borrower shall pay to the Bank all interest accrued on the outstanding principal balance of the applicable Base Rate ABR Loans or the LIBOR Advantage Rate Daily SOFR Loans to the date of such prepayment and all other fees, costs and charges required to be paid by the Borrower to and for the benefit of the Bank. If the Borrower prepays the Loans in part but fails to specify the Interest Rate Option that it is prepaying, such prepayment shall first be applied to Base Rate ABR Loans, then to LIBOR Advantage Rate Daily SOFR Loans and then to LIBOR Rate SOFR Loans. All partial prepayments shall be applied to any installments due on the Loans in the inverse order of their respective due dates. 4.3.2. Voluntary Prepayments of LIBOR Rate SOFR Loans. When classified as a LIBOR Rate SOFR Loan, such LIBOR Rate SOFR Loan may be prepaid upon the terms and conditions set forth herein. The Borrower acknowledges that additional obligations may be associated with any such prepayment under the terms and conditions of any applicable Hedging Contracts. The Borrower shall give the Bank, no later than 10:00 a.m. at least four (4) Business Days' notice of any proposed prepayment of the applicable LIBOR Rate SOFR Loan, specifying (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment. Each partial prepayment of the principal amount of the applicable LIBOR Rate SOFR Loan shall be accompanied by the payment of all charges outstanding on the LIBOR Rate SOFR Loan (including any fees relating to such payment pursuant to Section 3.5 the LIBOR Breakage Fee) and of all accrued interest on the principal repaid to the date of payment. All partial prepayment shall be applied to any installments due on the Loans in the inverse order of their respective due dates. 4.3.3. Mandatory Prepayments. Whenever the Revolving Facility Usage exceeds the Borrowing Base, the Borrower shall make, within seven (7) days after the Borrower learns of such excess and whether or not the Bank has given notice to such effect, a mandatory prepayment of principal equal to the excess of the Revolving Facility Usage over the Borrowing Base, together with accrued interest on such principal amount. If Borrower fails to specify the applicable Interest Rate Option to which any such prepayment shall apply, all prepayments required pursuant to this Section 4.3.3 shall first be applied among the Interest Rate Options first to the principal amount of the Loans subject to the Alternate Base Rate Option, then to the principal amount of the Loans subject to the LIBOR Advantage Daily SOFR Rate Option, and then to the principal amount of the Loans subject to Term SOFR (including any fees relating to such payment pursuant to Section 3.5) the LIBOR Rate Option. 4.4 LIBOR Breakage Fees. The Borrower acknowledge that prepayment or acceleration of a LIBOR Rate Loan during a LIBOR Interest Period shall result in the Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, upon prepayment of a LIBOR Rate Loan on any day that is not the last day of the relevant LIBOR Interest Period (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), the Borrower shall pay within five (5) Business Days of receipt of the certificate described in the paragraph below, in addition to all other sums then owing, an amount (the "LIBOR Breakage Fee") as calculated by the Bank, equal to the amount of any losses, expenses and liabilities (including without limitation any loss of margin and anticipated profits) that the Bank may sustain as a result of such default or payment. The Borrower understand, agree and acknowledge the following: (1) the Bank does not have any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on any LIBOR Rate Loan, (2) the LIBOR Rate may be used merely as a reference in determining such rate, and (3) the Borrower have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Breakage Fee, and other funding losses incurred by the Bank. The Borrower further agree to pay the LIBOR Breakage Fee and other funding losses, if any, whether or not the Bank elects to purchase, sell and/or match funds.

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• 27 - 268139687 A certificate as to the amount of the LIBOR Breakage Fee submitted by the Bank to the Borrower in good faith shall, in the absence of manifest error, be conclusive and binding for all purposes. In addition to the LIBOR Breakage Fee, the Borrower agree to reimburse the Bank (without duplication) for any increase in the cost to the Bank, or reduction in the amount of any sum receivable by the Bank, in respect, or as a result of: (i) any conversion or repayment or prepayment of the principal amount of the applicable LIBOR Rate Loan on a date other than the scheduled last day of such LIBOR Rate Loan's LIBOR Interest Period, whether pursuant to Section 2.3, Section 4.1, Section 4.3, Section 4.8 or otherwise; (ii) any costs associated with marking to market any Hedge Liabilities that in the reasonable determination of the Bank are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of the applicable LIBOR Rate Loan on a date other than the scheduled last day of such LIBOR Rate Loan's LIBOR Interest Period, whether pursuant to Section 2.3, Section 4.1, Section 4.3, Section 4.8 or otherwise; The Bank shall promptly notify the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Bank for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower to the Bank within five (5) Business Days of its receipt of such notice, and such notice shall, absent manifest error, be conclusive and binding on the Borrower. 4.5 LIBOR Rate Lending Unlawful. If the Bank shall determine (which determination shall, upon notice thereof to the Borrower be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any Law or other rule, regulation or guideline (whether or not having the force of law) makes it unlawful, or any Official Body, central bank or other governmental authority asserts that it is unlawful, for the Bank to make, continue or maintain any Loan as a LIBOR Rate Loan, then any such LIBOR Rate Loan shall, upon such determination, forthwith be suspended until the Bank shall notify the Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Rate Loans of such type shall automatically convert into Base Rate Loans at the end of the then current LIBOR Interest Periods with respect thereto or sooner, if required by such law and assertion. 4.64.4 Increased Costs. If any Change in Law: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System of the United States) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Loan or its obligation to make any Loan; or (ii) shall impose on Bank any other condition affecting any Loan or its obligation to make any Loan, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by the Bank under this Agreement with respect thereto, by an amount deemed by the Bank to be material, then, within five (5) Business Days after written demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction (other than Taxes). A statement of the Bank as to any such additional amount or amounts (including calculations

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• 28 - 268139687 thereof in reasonable detail) shall, in the absence of demonstrable error, be conclusive and binding on the Borrowers. In determining such amount, the Bank may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable. 4.74.5 Increased Capital Costs. If any Change in Law affects or would affect the amount of capital required or expected to be maintained by the Bank, or Person controlling the Bank, and the Bank determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its commitments or the Loan made by the Bank is reduced to a level below that which the Bank or such controlling Person could have achieved but for such Change in Law, then, in any such case upon notice from time to time by the Bank to the Borrower, the Borrower shall immediately pay directly to the Bank additional amounts sufficient to compensate the Bank or such controlling Person for such reduction in rate of return (other than Taxes). A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. In determining such amount, the Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. 4.84.6 Taxes. All payments by the Borrower of principal of, and interest on, Loans and all other amounts payable hereunder shall be made free and clear of and without deduction or withholding of Taxes, except as required by any applicable Law. In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then the Borrower will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) with respect to Indemnified Taxes, pay to the Bank such additional amount or amounts as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction of Indemnified Taxes been required. Moreover, if any Taxes are directly asserted against the Bank with respect to any payment received by the Bank hereunder, the Bank may pay such Taxes and the Borrower will, in the case of Indemnified Taxes, promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the Bank after the payment of such Indemnified Taxes (including any Indemnified Taxes on such additional amount) shall equal the amount the Bank would have received had not such Indemnified Taxes been asserted. If the Borrower fail to pay any Indemnified Taxes when due to the appropriate taxing authority or fail to remit to the Bank the required receipts or other required documentary evidence, the Borrower shall indemnify the Bank for any incremental Indemnified Taxes, interest or penalties that may become payable by the Bank as a result of any such failure. 4.9 Unavailability of LIBOR Rate. In the event that the Borrower shall have requested the making or renewal of or conversion to a LIBOR Rate Loan whether pursuant to Section 2.3, 3.1.2, 3.1.3(ii) and/or 3.1.5 or otherwise and the Bank, in its sole discretion, shall have determined that U.S. dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to the Bank in the London interbank market or by reason of circumstances affecting the Bank in the London interbank market or otherwise (including the suspension of the administration of the LIBOR Rate), adequate and reasonable

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• 29 - 268139687 means do not exist for ascertaining the LIBOR Rate, or the LIBOR Rate no longer adequately and fairly reflects the Bank’s cost of funding loans, upon notice from the Bank to the Borrower, the obligations of the Bank under Section 2.3, 3.1.2, 3.1.3(ii) and/or 3.1.5 to make or continue any Loans as LIBOR Rate Loans of such duration shall forthwith be suspended until the Bank shall notify the Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Rate Loans of such type shall automatically convert into Base Rate Loans at the end of the then current LIBOR Interest Periods with respect thereto or sooner, if required by Law or determination. 4.10 Alternate Rate of Interest. (a) Temporary Unavailability of LIBOR Rate and/or LIBOR Advantage Rate. If prior to the commencement of any Interest Period for a LIBOR Rate Loan or any LIBOR Advantage Rate Loan, as applicable: (i) the Bank determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate or the LIBOR Advantage Rate, as applicable, for such Interest Period; or (ii) the Bank determines (which determination shall be conclusive) that the LIBOR Rate or the LIBOR Advantage Rate, as applicable, for such Interest Period. will not adequately and fairly reflect the cost of making or maintaining such Loan for such Interest Period; then the Bank shall give notice thereof to Borrower by telephone or as otherwise permitted hereunder as promptly as practicable thereafter and, until the Bank notifies Borrower that the circumstances giving rise to such notice no longer exist, (x) any notice under this Agreement that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan or LIBOR Advantage Rate Loan, as the case may be, shall be ineffective, (y) if any request for any extension of credit under this Agreement requests a LIBOR Rate Loan or LIBOR Advantage Rate Loan, as the case may be, such Loan shall be made as a Base Rate Loan. (b) Benchmark Replacement Setting. (i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 4.10(b), if a Benchmark Transition Event or an Early Opt- in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then, (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt- in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower without any amendment to this Agreement or any other Loan Document, or further action or

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• 30 - 268139687 consent of Borrower or any other Loan Party (other than Benchmark Replacement Conforming Changes made in accordance with clause (ii) below). (ii) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Bank will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Borrower or any other Loan Party. (iii) Notices; Standards for Decisions and Determinations. The Bank will promptly notify Borrower of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period, provided that the failure to give such notice under this clause (E) shall not affect the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Bank pursuant to this Section 4.10(b) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from Borrower, except, in each case, as expressly required pursuant to this Section 4.10(b). (iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (I) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Bank in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Bank may modify the definition of “LIBOR Interest Period” and/or “LA Interest Period”, as applicable, for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (II) if a tenor that was removed pursuant to clause (I) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Bank may modify the definition of “LIBOR Interest Period” and/or “LA Interest Period”, as applicable, for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Benchmark Unavailability Period. Upon the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued with respect to the then-current Benchmark during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. 5. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties. The Borrower represents and warrants to the Bank as follows:

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• 31 - 268139687 5.1.1. Organization. The Borrower is a trust validly existing under the Laws of the State of New York. The Borrower is duly qualified or licensed to do business in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary, except where the failure to be so qualified or licensed could not reasonably be expected to constitute a Material Adverse Change. The Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct. 5.1.2. Power and Authority. The Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part. 5.1.3. Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Borrower, and each other Loan Document which the Borrower is required to execute and deliver on or after the date hereof will have been duly executed and delivered by the Borrower on the required date of delivery of such Loan Document. This Agreement and each other Loan Document to which the Borrower is a party constitutes valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance. 5.1.4. No Conflict. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the Trust Agreement or other organizational documents of the Borrower or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower. 5.1.5. Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower at law or equity before any Official Body, the effect of which, if adversely decided, would constitute a Material Adverse Change. The Borrower is not in violation of any order, writ, injunction or any decree of any Official Body. 5.1.6. Title to Properties. The Borrower has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. 5.1.7. Financial Information. The financial information of the Borrower provided by the Borrower to the Bank as of the Closing Date is accurate and complete and, to the extent applicable, has been prepared in accordance with GAAP consistently applied (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the omission of footnotes). The Borrower has made full and true disclosure of all pertinent financial and other material information in connection with the transactions contemplated hereby. 5.1.8. Use of Proceeds. 5.1.8.1 General. The Borrower intends to use the proceeds of the Loans in accordance with Section 2.6.

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• 32 - 268139687 5.1.9. Full Disclosure. Neither this Agreement nor any other Loan Document to which the Borrower is a party, nor any certificate, statement, agreement or other documents furnished to the Bank by or on behalf of the Borrower in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact known to the Borrower which materially adversely affects the business, property, assets, financial condition, or results of operations of the Borrower which has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Bank prior to or at the date hereof in connection with the transactions contemplated hereby. 5.1.10. Taxes. All federal, state, local and other material tax returns required to have been filed with respect to the Borrower have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of the Borrower for any period. 5.1.11. Consents and Approvals. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents by the Borrower, all of which shall have been obtained or made on or prior to the Closing Date. 5.1.12. No Event of Default; Compliance with Instruments. No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to the Loan Documents which constitutes an Event of Default or Potential Default. The Borrower is not in violation of any term of the Trust Agreement or other organizational documents. The Borrower is not in violation of any agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound, except to the extent such violation would not constitute a Material Adverse Change. 5.1.13. Compliance with Laws. The Borrower is in compliance with all applicable Laws in all jurisdictions in which the Borrower is presently or will be doing business except to the extent any non-compliance would not constitute a Material Adverse Change. 5.1.14. Contracts. The Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material contractual obligation of the Borrower, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default. 5.1.15. Investment Companies; Regulated Entities. The Borrower is not an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control." The Borrower is not subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money. 5.1.16. Anti-Terrorism Laws. Neither the Borrower nor any Affiliate of the Borrower, nor to the knowledge of the Borrower, any officer, director, employee, agent, affiliate or representative thereof, is subject to or in violation of any law, regulation, or list of any governmental agency (including, without

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• 33 - 268139687 limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits the Bank from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Borrower. The Borrower, any director or officer, or any employee, agent, or Affiliate, of the Borrower is a Person that is, or is owned or controlled by Persons that are, (i) the subject of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or any other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, currently, the Crimea, Donetsk and Luhansk Regions of Ukraine, Cuba, Iran, North Korea and Syria. 5.1.17. Anti-Corruption Laws. Neither the Borrower, nor any Affiliate of the Borrower, nor to the knowledge of the Borrower, any officer or director of any Borrower or any Affiliate of the Borrower has taken action, directly or indirectly, that would result in a material violation by such Persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the “UK Bribery Act”), and the US Foreign Corrupt Practices Act of 1977 (the “FCPA”) (collectively, the “Anti-Corruption Laws”). Furthermore, the Borrower, and to the knowledge of the Borrower and any Affiliate of the Borrower have conducted their businesses in material compliance with the Anti-Corruption Laws and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 5.1.16.1 General. None of the Borrower or any Affiliate of the Borrower, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. 5.1.16.2 Executive Order No. 13224. None of the Borrower, nor any Affiliate of the Borrower, or their respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each a "Blocked Person"): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order No. 13224; (v) a Person that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or (vi) a Person who is affiliated or associated with a Person listed above.

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• 34 - 268139687 Neither the Borrower or to the knowledge of the Borrower, any of its agents acting in any capacity in connection with the Loans or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224. 6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT The obligation of the Bank to make Loans hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans and to the satisfaction of the following further conditions, in form and substance satisfactory to the Bank: 6.1 First Loans. On the Closing Date: 6.1.1. Compliance with Representations, Covenants, no Event of Default, etc.. The representations and warranties of the Borrower contained in Section 5 and of the Loan Parties contained in each of the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist, there shall be no material litigation pending against any Loan Party and since December 31, 2017, no Material Adverse Change shall have occurred; and there shall be delivered to the Bank a certificate of the Borrower, dated the Closing Date and signed by the Trustee or other Authorized Representative of the Borrower, to each such effect. 6.1.2. Trustee's Certificate. There shall be delivered to the Bank a certificate dated the Closing Date and signed by the Trustee, certifying as appropriate as to: (i) direction from the administrative committee of the Borrower to the Trustee authorizing, among other things, the execution, delivery and performance of this Agreement, the other Loan Document and any related agreements to which the Borrower is a party, certified by the Trustee as of the Closing Date; and, such certificate shall state that the direction thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (ii) the names of the Trustee and any other Authorized Representative of the Borrower, if any, authorized to sign this Agreement and the other Loan Documents and act on behalf of the Borrower, and the true signatures of such Trustee and other Authorized Representatives, on which the Bank may conclusively rely; and (iii) copies of the Trustee Agreement and any other formation documents of the Borrower. 6.1.3. Secretary's Certificate (Company). There shall be delivered to the Bank a certificate dated the Closing Date and signed by the Secretary of the Company, certifying as appropriate as to: (i) resolutions of the board of directors of the Company authorizing, among other things, the execution, delivery and performance of the Loan Documents to which the Company is a party and any related agreements to which the Company is a party, certified by the Secretary on behalf

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• 35 - 268139687 of the Company as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (ii) the names of the authorized officers of the Company authorized to sign the other Loan Documents and act on behalf of the Company, and the true signatures of such authorized officers, on which the Bank may conclusively rely; and (iii) copies of the Company's organizational documents, including its certificate of incorporation and bylaws, as in effect on the Closing Date certified (to the extent applicable) by the appropriate state official where such documents are filed in a state office together with a certificate from the Secretary of State of the State of New York as to the continued existence and good standing of the Company in the State of New York. 6.1.4. Delivery of Loan Documents. The Agreement, the Guaranty Agreements, the Notes, and any other Loan Documents required by the Bank, shall have been duly executed and delivered to the Bank. 6.1.5. Opinion of Counsel. There shall be delivered to the Bank a written opinion of Hodgson Russ LLP, counsel for the Loan Parties, dated the Closing Date and in form and substance reasonably satisfactory to the Bank and its counsel. 6.1.6. Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Bank and counsel for the Bank, and the Bank shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Bank and said counsel, as the Bank or said counsel may reasonably request. 6.1.7. Payment of Fees. The Borrower shall have paid or caused to be paid to the Bank to the extent not previously paid all commitment, closing and other fees accrued through the Closing Date and the costs and expenses for which the Bank is entitled to be reimbursed. 6.1.8. Consents. All material consents required to effectuate the transactions contemplated hereby shall have been obtained. 6.1.9. No Violation of Laws. The making of the Loans shall not contravene any Law applicable to any Loan Party or the Bank. 6.1.10. No Actions or Proceedings. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents, or the consummation of the transactions contemplated hereby or thereby or which, in the Bank's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents. 6.1.11. Lien Searches. The Bank shall have received copies of UCC searches with respect to the Borrower in the State of New York evidencing that no Liens exist against any assets of any Loan Party. 6.1.12. Regulation U. The Borrower shall have delivered to the Bank a completed and executed Federal Reserve Form U-1 in connection with the transactions contemplated hereby.

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• 36 - 268139687 6.1.13. Termination Statements; Release Statements and Other Releases. Evidence satisfactory to the Bank that all necessary termination statements, release statements and other releases in connection with all Liens against Borrower (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing. 6.1.14. Repayment of Prohibited Indebtedness. All Indebtedness prohibited by Section 7.2.1 shall have been paid in full and any prior loan documentation shall have been terminated. 6.1.15. Due Diligence. The Bank shall have completed its due diligence with all aspects of the Loan Parties including a review of the books and records, accounting policies, and historical financial statements. 6.1.16. Contract Review. The Bank shall have reviewed all material contracts of the Loan Parties requested by the Bank, and such contracts and agreements shall be reasonably satisfactory in all respects to the Bank. 6.1.17. KYC. The Bank shall have received all documentation and other information requested by the Bank pursuant to applicable "know-your-customer" and anti-money laundering rules and regulations, including the USA Patriot Act. 6.1.18. Other Documents and Conditions. The Loan Parties shall have delivered such other documents and satisfied such other conditions as may be reasonably requested to be submitted to the Bank by the terms of this Agreement or of any Loan Document or set forth on the closing checklist with respect to the transactions contemplated by this Agreement. 6.2 Each Additional Loan. It shall be a condition precedent to the making of any Loans that after giving effect to the proposed extensions of credit: the representations and warranties of the Loan Parties contained in Section 5 and of the Loan Parties in the other Loan Documents shall be true and correct in all material respects on and as of the date of such additional Loan with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein) and the Loan Parties shall have performed and complied with all covenants and conditions hereof; no Event of Default or Potential Default shall have occurred and be continuing; the making of the Loans shall not contravene any Law applicable to any Loan Party or the Bank; the Borrower shall have delivered to the Bank a duly executed and completed Revolving Credit Loan Request. 7. COVENANTS 7.1 Affirmative Covenants. The Borrower covenants and agrees that until payment in full of the Loans and interest thereon, satisfaction of all of the Loan Parties' other Obligations under the Loan Documents and termination of the Revolving Credit Commitment, the Borrower shall comply at all times with the following affirmative covenants: 7.1.1. Preservation of Existence, Etc. The Borrower shall maintain its legal existence as trust and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary. 7.1.2. Payment of Liabilities, Including Taxes, Etc. The Borrower shall duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of

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• 37 - 268139687 its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made, but only to the extent that failure to discharge any such liabilities would not constitute a Material Adverse Change, provided that the Borrower will pay all such liabilities forthwith upon the commencement of proceedings to foreclose any Lien which may have attached as security therefor. 7.1.3. Examination Rights. The Borrower shall permit any of the officers or authorized employees or representatives of the Bank to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times and as often as the Bank may, upon reasonable prior notice reasonably request. 7.1.4. Keeping of Records and Books of Account. The Borrower shall maintain and keep proper books of record and account as required by applicable Laws of any Official Body having jurisdiction over the Borrower and in which full, true and correct entries shall be made all its dealings and business and financial affairs. 7.1.5. Compliance with Laws and Licensing Bodies. The Borrower shall comply with all applicable Laws in all respects, provided that it shall not be deemed to be a violation of this Section 7.1.5 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The Borrower shall obtain and/or maintain all certificates of compliance and authority and other licenses that are necessary or required by any Official Body or licensing authority having jurisdiction over such Loan Party except to the extent such failure to maintain would not constitute a Material Adverse Change. 7.1.6. Use of Proceeds. The Borrower will use the proceeds of the Loans in accordance with Section 2.6. 7.1.7. Cash Management. Within ninety (90) days after the Closing Date, the Borrower shall have established and shall thereafter maintain its primary depository and cash management relationships with the Bank. 7.1.8. Anti-Terrorism Laws. The Borrower and its Affiliates shall comply with all Anti- Terrorism Laws. The Borrower and its Affiliates and agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law. The Borrower shall deliver to the Bank any certification or other evidence requested from time to time by the Bank in its sole discretion, confirming Borrower's compliance with this Section 7.1.8. 7.2 Negative Covenants. The Borrower covenants and agrees that until payment in full of the Loans and interest thereon, satisfaction of all of the Loan Parties' other Obligations hereunder and termination of the Revolving Credit Commitment, the Borrower shall comply with the following negative covenants: 7.2.1. Indebtedness. The Borrower shall not at any time create, incur, assume or suffer to exist any Indebtedness, except (i) Indebtedness under the Loan Documents; and (ii) Indebtedness to the

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• 38 - 268139687 Company in accordance with the terms of the Trust Agreement; provided that any such Indebtedness existing on the Closing Date or incurred thereafter shall not be secured directly or indirectly by margin stock within the meaning of Regulation U. 7.2.2. Liens. The Borrower shall not at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens. 7.2.3. Guaranties. The Borrower shall not at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person. 7.2.4. Loans and Investments. The Borrower shall not at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any capital contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except for investments made in accordance with and pursuant to the Trust Agreement. 7.2.5. Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person. 7.2.6. Dispositions of Assets. The Borrower shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse), except any of the foregoing made in accordance with and pursuant to the Trust Agreement so long as after giving effect thereto and the use of any proceeds received in respect thereof to make mandatory prepayments pursuant to Section 4.3.3, the Revolving Facility Usage is not in excess of the Borrowing Base. 7.2.7. Fiscal Year. The Borrower shall not change its fiscal year without providing at least ninety (90) days’ prior written notice to the Bank. 7.2.8. Amendments to Material Documents. The Borrower shall not amend in any respect the Trust Agreement or other formation documents or the material terms of any material contracts to which the Borrower is a party without providing at least thirty (30) calendar days' prior written notice to the Bank and, in the event such change would be adverse to the Bank as determined by the Bank in its sole discretion, obtaining the prior written consent of the Bank. Borrower shall provide a copy of any such proposed amendment to the Bank and the Bank shall have fifteen (15) days from its receipt thereof to determine whether such change would be adverse to the Bank and respond to Borrower. A failure by the Bank to respond within such fifteen (15) day period will be deemed a consent by the Bank to the proposed amendment. 7.2.9. Negative Pledges. The Borrower shall not directly or indirectly enter into or assume or become bound by any agreement (other than this Agreement and the other Loan Documents), or any provision of the Trust Agreement or any other formation document, prohibiting the creation or assumption of any Lien or encumbrance upon the Borrower's properties, whether now owned or hereafter created or acquired, or otherwise prohibiting or restricting any transaction contemplated hereby; provided

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• 39 - 268139687 that the foregoing shall not apply to restrictions and conditions imposed by any Law or by any Loan Document. 7.2.10. Anti-Terrorism. Neither the Borrower nor any Affiliate of Borrower shall be subject to or in violation of any law, regulation, or list of any government agency (including without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act or any list now or hereafter promulgated by the United Nations Security Council, European Union or United Kingdom) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits the Bank from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Borrower. The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Affiliate of the Borrower, joint venture partner or other Person, (i) to fund any activities or business of or with any such Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, in each case in violation of the applicable Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any such Person (including any Person participating in the Loans, whether as underwriter, advisor, investor or otherwise). 7.2.11. Anti-Corruption Laws. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments that could constitute a violation of any applicable Anti-Corruption Laws. 7.3 Reporting Requirements. The Borrower covenants and agrees that until payment in full of the Loans and interest thereon, satisfaction of all of the Loan Parties' other Obligations hereunder and under the other Loan Documents and termination of the Revolving Credit Commitment, the Borrower will furnish or cause to be furnished to the Bank: 7.3.1. Quarterly Financial Statements of the Company. As soon as available and in any event within forty-five (45) calendar days after the end of each of the first (1st) three (3) fiscal quarters in each fiscal year, financial statements of the Company and its Consolidated (as defined in the Moog Loan Agreement) Subsidiaries, in accordance with Section 5.2(b) of the Moog Loan Agreement (as such exists on the date hereof). 7.3.2. Annual Financial Statements of the Company. As soon as available and in any event within ninety (90) calendar days after the end of each fiscal year, audited financial statements of the Company and its Consolidated (as defined in the Moog Loan Agreement) Subsidiaries, in accordance with Section 5.2(b) of the Moog Loan Agreement (as such exists on the date hereof). 7.3.3. Financial Statements of the Borrower. As soon as available and in any event within forty-five (45) calendar days after the end of each fiscal quarter, internally prepared financial statements of the Borrower in form and substance satisfactory to the Bank. 7.3.4. Certificate of the Borrower and the Company. Concurrently with the financial statements of the Borrower furnished to the Bank pursuant to Section 7.3.3, a certificate (each a "Compliance Certificate") of the Borrower and the Company signed by an Authorized Representative of the Borrower and the Company in the form of Exhibit 7.3.4 (i) to the effect that, except as described pursuant to Section 7.3.6, the representations and warranties of the Borrower contained in Section 5 and of the Loan Parties in the other Loan Documents to which they are a party are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties are true and correct in all material respects on and as of the specific dates or times referred to therein) and the Loan Parties have performed and complied with all

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• 40 - 268139687 covenants and conditions hereof, and (ii) to the effect that, except as described pursuant to Section 7.3.6, no Event of Default or Potential Default exists and is continuing on the date of such certificate. 7.3.5. Borrowing Base Certificate. As soon as available and in any event within fifteen (15) calendar days after the end of each calendar month, a Borrowing Base Certificate in the form of Exhibit 7.3.5 attached hereto and made a part hereof prepared as of the last day of such month, certified as to accuracy by an Authorized Representative of the Borrower and in such form as the Bank shall reasonably require. 7.3.6. Notice of Default. Promptly after any Authorized Representative or any authorized officer of any Loan Party has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized Representative of the Borrower setting forth the details of such Event of Default or Potential Default and the action which the applicable Loan Party proposes to take with respect thereto. 7.3.7. Notice of Litigation. Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against the Borrower which involve a claim or series of claims which is or are not insured against and in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or which if adversely determined would constitute a Material Adverse Change. 7.3.8. Budgets, Forecasts, Other Reports and Information. Promptly upon their becoming available to the Loan Parties: (i) a Consolidated (as defined in the Moog Loan Agreement) budget for Company and its Subsidiaries consisting of a balance sheet and income statement, to be supplied not later than ninety (90) days after the first (1st) day of each fiscal year with respect to such fiscal year, (ii) a copy of any order issued by an Official Body in any proceeding to which the Borrower is a party, and (iii) such other reports and information relating to Borrower's business or financial condition as the Bank may from time to time reasonably request. The Loan Parties shall also (a) furnish to the Bank such information and documentation as may be requested by the Bank from time to time for purposes of compliance by the Bank with applicable Laws (including without limitation the USA Patriot Act and other "know your customer" and anti-money laundering rules and regulations), and any policy or procedure implemented by the Bank to comply therewith and (b) notify the Bank promptly of (1) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and (2) the enactment or adoption of any Law which would constitute a Material Adverse Change. 8. DEFAULT 8.1 Events of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law): 8.1.1. Payments Under Loan Documents. The Borrower shall fail to pay any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity) or any interest on any Loan, or any other amount owing hereunder or under the other Loan Documents on the

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• 41 - 268139687 date on which such principal, interest or other amount becomes due in accordance with the terms hereof or thereof; 8.1.2. Breach of Warranty. Any representation or warranty made at any time by the Borrower herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished; 8.1.3. Breach of Anti-Corruption Covenant, Anti-Terrorism Covenant or Negative Covenants. The Borrower shall default in the observance or performance of any covenant contained in Section 7.1.8 or Section 7.2; 8.1.4. Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) days after the occurrence thereof (such grace period to be applicable only in the event such default can reasonably be expected to be able to be remedied by corrective action of the Loan Parties); 8.1.5. Defaults in Other Agreements or Indebtedness. Either (i) any specified "event of default" under the Moog Loan Agreement or (ii) any Indebtedness (other than the Obligations) of the Borrower with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) or more, or, in the case of the foregoing clauses (i) and (ii), any other event or circumstance which would permit the holder of the Indebtedness under the Moog Loan Agreement or any such other Indebtedness to accelerate such Indebtedness (and/or the obligations of the applicable Loan Party thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness); 8.1.6. Final Judgments or Orders. Any final judgments or orders for the payment of money which is not insured against and is in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) in the aggregate shall be entered against the Borrower by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry; 8.1.7. Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party's successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; 8.1.8. Uninsured Losses; Proceedings Against Assets. Any of the Borrower's assets the value of which is equal to or greater than One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter; 8.1.9. Notice of Lien or Assessment. A notice of Lien or assessment in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) which is not a Permitted Lien is filed

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• 42 - 268139687 of record with respect to all or any part of the Borrower’s assets by the United States, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, or any taxes or debts owing at any time or times hereafter to any one of these Persons becomes payable and the same is not paid within thirty (30) days after the same becomes payable; 8.1.10. Cessation of Business. Any Loan Party ceases to conduct its business as contemplated, or any Loan Party is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business and such injunction, restraint or other preventive order is not dismissed within three (3) days after the entry thereof; 8.1.11. Change of Trustee. The Trustee shall cease to be the trustee of the Borrower, and a replacement or successor Trustee is not appointed in accordance with, and within the timeframe prescribed by, the Trust Agreement; 8.1.12. Involuntary Proceedings. A proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding; or 8.1.13. Voluntary Proceedings; Insolvency. Any Loan Party shall commence a voluntary case under any applicable bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such Law, or shall consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar official) of itself or for any substantial part of its property or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or admit in writing its inability to pay its debts as they mature, or shall take any action in furtherance of any of the foregoing. 8.2 Consequences of Event of Default. 8.2.1. Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Sections 8.1.1 through 8.1.12 shall occur and be continuing, the Bank shall be under no further obligation to make Loans, and the Bank may by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Bank hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and 8.2.2. Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 8.1.13 or 8.1.13 shall occur, the Bank shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Bank hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

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• 43 - 268139687 8.2.3. Set-off. If an Event of Default shall occur and be continuing, the Bank and any branch, Subsidiary or Affiliate of the Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan Party, to set-off against and apply to the then unpaid balance of all the Loans and all other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by the Bank or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower or such other Loan Party for its own account (but not including funds held in custodian or trust accounts) with the Bank or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not the Bank shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Guaranty or any other security, right or remedy available to the Bank; and 8.2.4. Suits, Actions, Proceedings. If an Event of Default shall occur and be continuing, and whether or not the Bank shall have accelerated the maturity of Loans pursuant to any of the foregoing provisions of this Section 8.2, the Bank, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Bank; and 8.2.5. Application of Proceeds. From and after the date on which the Bank has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Bank from the exercise of any remedy by the Bank, shall be applied as follows: (i) first, to reimburse the Bank for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' and paralegals' fees and legal expenses, incurred by the Bank in connection collection of any Obligations of any of the Loan Parties under any of the Loan Documents; (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Bank under this Agreement or any of the other Loan Documents or a Bank- Provided Hedge or any Other Bank Provided Financial Services Product, whether of principal, interest, fees, expenses or otherwise, in such manner as the Bank may determine in its discretion; and (iii) the balance, if any, as required by Law. 8.2.6. Other Rights and Remedies. In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Bank shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Bank may exercise all post-default rights granted to the Bank under the Loan Documents or applicable Law. 8.3 Notice of Sale. Any notice required to be given by the Bank of any intended action by the Bank, if given ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to the Loan Parties.

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• 44 - 268139687 9. MISCELLANEOUS 9.1 No Implied Waivers; Cumulative Remedies; Writing Required. No course of dealing and no delay or failure of the Bank in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power, remedy or privilege preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Bank under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. Any waiver, permit, consent or approval of any kind or character on the part of the Bank of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. 9.2 Reimbursement and Indemnification of Bank by Loan Parties; Taxes. The Loan Parties, jointly and severally, agree unconditionally upon demand to pay or reimburse to the Bank and to save the Bank harmless against (i) liability for the payment of all out-of-pocket costs, expenses and disbursements (including reasonable fees and expenses of counsel for the Bank, incurred by the Bank (a) in connection with the negotiation, preparation, execution, administration and interpretation of this Agreement, and other instruments and documents to be delivered hereunder, (b) relating to any amendments, waivers or consents pursuant to the provisions hereof, (c) in connection with the enforcement of this Agreement or any other Loan Document, or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or otherwise, and (d) in any workout or restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Bank, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by the Bank hereunder or thereunder, provided that no Loan Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent the same results from the Bank's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Each Loan Party, jointly and severally, agrees unconditionally to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Bank to be payable in connection with this Agreement or any other Loan Document, and each Loan Party, jointly and severally, agrees unconditionally to save the Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. 9.3 Holidays. Whenever payment with respect to a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in the definition of LIBOR Interest Period as set forth in Section 1.1 hereof) and such extension of time shall be included in computing interest and fees, except that the Revolving Credit Loans shall be due on the Business Day preceding the Expiration Date, if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action. 9.4 Funding by Branch, Subsidiary or Affiliate. The Bank shall have the right from time to time to make or maintain any Loan by arranging for a branch, Subsidiary or Affiliate of the Bank to make or maintain such Loan subject to the last sentence of this Section 9.4. If the Bank causes a branch,

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• 45 - 268139687 Subsidiary or Affiliate to make or maintain any part of the Loans hereunder, all terms and conditions of this Agreement shall, except where the context clearly requires otherwise, be applicable to such part of the Loans to the same extent as if such Loans were made or maintained by the Bank, but in no event shall the Bank's use of such a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder cause the Bank or such branch, Subsidiary or Affiliate to incur any cost or expenses payable by the Borrower hereunder or require the Borrower to pay any other compensation to the Bank (including any expenses incurred or payable pursuant to Section 4.4) which would otherwise not be incurred. 9.5 Notices. Any notice, request, demand, direction or other communication (for purposes of this Section 9.5 only, a "Notice") to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes means of electronic transmission (i.e., "e-mail") or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a "Website Posting") if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 9.5) in accordance with this Section 9.5. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on the signature pages hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 9.5. Any Notice shall be effective: (i) In the case of hand-delivery, when delivered; (ii) If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested; (iii) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, a Website Posting or overnight courier delivery of a confirmatory notice (received at or before noon on such next Business Day); (iv) In the case of a facsimile transmission, when sent to the applicable party's facsimile machine's telephone number if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine; (v) In the case of electronic transmission, when actually received; (vi) In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such web site) by another means set forth in this Section 9.5; and (vii) If given by any other means (including by overnight courier), when actually received. 9.6 Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 9.7 Governing Law. This Agreement shall be deemed to be a contract under the Laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York without regard to its conflict of laws principles.

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• 46 - 268139687 9.8 Prior Understanding. This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments. 9.9 Duration; Survival. All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the making of Loans and shall not be waived by the execution and delivery of this Agreement, any investigation by the Bank, the making of Loans or payment in full of the Loans. All covenants and agreements of the Loan Parties contained in Sections 7.1, 7.2 and 7.2.10 herein shall continue in full force and effect from and after the date hereof so long as the Borrower may borrow hereunder and until termination of the Revolving Credit Commitment and payment in full of the Loans. All covenants and agreements of the Loan Parties contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 4 Article 4 and Section 9.2, shall survive payment in full of the Loans and termination of the Revolving Credit Commitment. 9.10 Successors and Assigns. (i) This Agreement shall be binding upon and shall inure to the benefit of the Bank, the Loan Parties and their respective successors and assigns, except that none of the Loan Parties may assign or transfer any of their respective rights and Obligations hereunder or any interest herein. The Bank may, at its own cost, make assignments of or sell participations in all or any part of its Revolving Credit Commitment and the Loans made by it to one or more banks or other entities. In the case of a participation, the participant shall only have the rights specified in Section 8.2.3 (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by the Bank in favor of the participant relating thereto). (ii) Any assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to the Borrower and the Bank the form of certificate described in Section 9.15.1 relating to federal income tax withholding. The Bank may furnish any publicly available information concerning any Loan Party or any Loan Party's Subsidiaries and any other information concerning any Loan Party or any Loan Party's Subsidiaries in the possession of the Bank from time to time to assignees and participants (including prospective assignees or participants), provided that such assignees and participants agree, in writing prior to such disclosure, to be bound by the provisions of Section 9.11. (iii) Notwithstanding any other provision in this Agreement, the Bank may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement, the Notes and the other Loan Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent of the Borrower. No such pledge or grant of a security interest shall release the Bank of its obligations hereunder or under any other Loan Document. 9.11 Confidentiality. 9.11.1. General. The Bank agrees to keep confidential all information obtained from any Loan Party or any Loan Party's Subsidiaries, if applicable, which is nonpublic and confidential or proprietary in nature (including any information any Loan Party or Subsidiary specifically designates as confidential), except as provided below, and to use such information only in connection with this Agreement and for the purposes contemplated hereby. The Bank shall be permitted to disclose such information (i) to outside legal counsel, accountants and other professional advisors who need to know such

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• 47 - 268139687 information in connection with the administration and enforcement of this Agreement, subject to agreement of such Persons to maintain the confidentiality, (ii) to assignees and participants as contemplated by Section 9.10, and prospective assignees and participants, (iii) to the extent requested by any bank regulatory authority or, with notice to the Borrower, as otherwise required by applicable Law or by any subpoena or similar legal process, or in connection with any investigation or proceeding arising out of the transactions contemplated by this Agreement, (iv) if it becomes publicly available other than as a result of a breach of this Agreement or becomes available from a source not known to be subject to confidentiality restrictions, or (v) if the Borrower shall have consented to such disclosure, in writing prior to such disclosure. 9.11.2. Sharing Information With Affiliates of the Bank. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Loan Parties or one or more of their Affiliates (in connection with this Agreement or otherwise) by the Bank or by one or more Subsidiaries or Affiliates of the Bank and each of the Loan Parties hereby authorizes the Bank to share any information delivered to the Bank by such Loan Party and each Loan Party's Subsidiaries pursuant to this Agreement, or in connection with the decision of the Bank to enter into this Agreement, to any such Subsidiary or Affiliate of the Bank, it being understood that any such Subsidiary or Affiliate of the Bank receiving such information shall be bound by the provisions of Section 9.11.1 as if it were the Bank hereunder. Such authorization shall survive the repayment of the Loans and other Obligations and the termination of the Revolving Credit Commitment. 9.12 Counterparts. This Agreement may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement. 9.13 Exceptions. The representations, warranties and covenants contained herein shall be independent of each other, and no exception to any representation, warranty or covenant shall be deemed to be an exception to any other representation, warranty or covenant contained herein unless expressly provided, nor shall any such exceptions be deemed to permit any action or omission that would be in contravention of applicable Law. 9.14 CONSENT TO FORUM; WAIVER OF JURY TRIAL. EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 9.5 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EACH LOAN PARTY AND THE BANK HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULLEST EXTENT PERMITTED BY LAW.

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• 48 - 268139687 9.15 Certifications From Bank and Participants 9.15.1. Tax Withholding. Any assignee or participant of the Bank that is not incorporated under the Laws of the United States of America or a state thereof (and, upon the written request of the Bank or assignee or participant of the Bank) agrees that it will deliver to the Borrower and the Bank two (2) duly completed appropriate valid Withholding Certificates (as defined under §1.1441-1(c)(16) of the Income Tax Regulations (the "Regulations")) certifying its status (i.e. U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code. The term "Withholding Certificate" means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Any assignee or participant required to deliver to the Borrower and the Bank a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Bank in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Bank). Any assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to the Borrower and the Bank two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Bank. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Bank shall be entitled to withhold United States federal income taxes at the full thirty percent (30%) withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Bank is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any assignee or participant of the Bank for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code. 9.15.2. USA Patriot Act. Any assignee or participant of the Bank that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Bank the certification, or, if applicable, recertification, certifying that such assignee or participant is not a "shell" and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) at such other times as are required under the USA Patriot Act. [INTENTIONALLY LEFT BLANK]

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268139687 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement the day and year first above written as a document under seal. BORROWER: Moog Inc. Stock Employee Compensation Trust By: Name: Robert T. Brady Title: Trustee Address: c/o Robert T. Brady, trustee 286 Greenwood Ct. East Aurora, New York 14052 With a copy (which shall not constitute required notice) to: Moog Inc. 400 Jamison Road Elma, NY 14059 Attention: Timothy P. Balkin, Treasurer BANK: CITIZENS BANK OF PENNSYLVANIA By: Name: Edward J. Kloecker, Jr. Title: Senior Vice President Address: 1128 State Street Erie PA 16501 Attention: Edward J. Kloecker, Jr. Telephone: 814-453-7233 Telecopy: 814-453-7225

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Document

Exhibit 21

Registrant Subsidiary Listing
Name	State/Country of Incorporation
Curlin Medical Inc.	Delaware
Moog MDG SRL	Costa Rica
Viltechmeda UAB	Lithuania
ZEVEX, Inc.	Delaware
Genesys Aerosystems, Inc.	Delaware
Moog Asset Management LLC	Delaware
Moog Australia Pty., Ltd.	Australia
Moog do Brasil Controles Ltda.	Brazil
Moog Controls Corp.	Ohio
Moog Controls Hong Kong Ltd.	Hong Kong
Moog Control System (Shanghai) Co., Ltd.	People's Republic of China
Moog Industrial Control (Shanghai) Co., Ltd.	People's Republic of China
Moog Industrial Control (Suzhou) Co., Ltd.	People's Republic of China
Moog Controls (India) Pvt. Ltd. (56% Moog Inc.; 44% Moog Singapore Pte. Ltd.)	India
Moog Controls Ltd.	United Kingdom
Moog Reading Limited	United Kingdom
Moog Fernau Ltd.	United Kingdom
Moog Norden AB	Sweden
Moog Wolverhampton Limited	United Kingdom
Moog Holding GmbH & Co. KG	Germany
Moog Brno s.r.o	Czech Republic
Moog B.V.	Netherlands
Moog GmbH	Germany
HMS - Hybrid Motion Solutions GmbH (Joint Venture - 50%)	Germany
Moog Control Equipment (Shanghai) Co., Ltd.	People's Republic of China
Moog Italiana S.r.l.	Italy
Moog Luxembourg S.A.R.L.	Luxembourg
Moog Rekofa GmbH	Germany
Moog GAT GmbH	Germany
GAT Transmission Technology (Beijing) Co. Ltd.	People's Republic of China
Obshestwo s Ogranizennoi Otwetstwennostju MOOG	Russia
Moog Luxembourg Finance S.A.R.L.	Luxembourg
Focal Technologies Corporation	Nova Scotia
Moog International Financial Services Center S.a.r.l.	Luxembourg
Moog Ireland Limited	Ireland
Cashewglen Limited	Ireland
Team Accessories Limited (d/b/a Moog MRO Services)	Ireland
Moog Japan Ltd.	Japan
Moog Korea Ltd.	South Korea
Moog Receivables LLC	Delaware
Moog S.A.R.L. (95% Moog Inc.; 5% Moog GmbH)	France
Moog Singapore Pte. Ltd.	Singapore
Moog Aircraft Services Asia PTE LTD. (Joint Venture - 51%)	Singapore
Moog India Technology Center Pvt. Ltd.	India
Moog Motion Controls Private Limited	India
Moog Verwaltungs GmbH	Germany
S-TEC Corporation	Texas
All listed subsidiaries are wholly owned by the Corporation, directly or indirectly, unless otherwise noted. Other subsidiaries of the Registrant have been omitted from this listing since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary, as defined by Rule 1-02 of Regulation S-K.

Document

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statements (Form S-8 No. 333-85657) pertaining to the Moog Inc. Retirement Savings Plan, formerly known as the Moog Inc. Savings and Stock Ownership Plan,

(2) Registration Statement (Form S-8 No. 333-149748) pertaining to the Moog Inc. 2008 Stock Appreciation Rights Plan,

(3) Registration Statement (Form S-8 No. 333-206091) pertaining to the Moog Inc. 2014 Long Term Incentive Plan,

(4) Registration Statement (Form S-8 No. 333-213373) pertaining to the Moog Inc. Retirement Savings Plan,

(5) Registration Statement (Form S-8 No. 333-218546) pertaining to the Moog Inc. Employee Stock Purchase Plan, and

(6) Registration Statement (Form S-8 No. 333-275488) pertaining to the Moog Inc. Retirement Savings Plan;

of our reports dated November 14, 2023, with respect to the consolidated financial statements and schedule of Moog Inc. and the effectiveness of internal control over financial reporting of Moog Inc. included in this Annual Report (Form 10-K) of Moog Inc. for the year ended September 30, 2023.

/s/ Ernst & Young LLP

Buffalo, New York

November 14, 2023

Document

Exhibit 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

I, Pat Roche, certify that:

1.I have reviewed this annual report on Form 10-K of Moog Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date    November 14, 2023

/s/ Pat Roche

Pat Roche

Chief Executive Officer

Document

Exhibit 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

I, Jennifer Walter, certify that:

1.I have reviewed this annual report on Form 10-K of Moog Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date    November 14, 2023

/s/ Jennifer Walter

Jennifer Walter

Chief Financial Officer

Document

Exhibit 32.1

Certification pursuant to

18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Moog Inc. (the “Company”) hereby certify that:

The Company’s Annual Report on Form 10-K for the year ended September 30, 2023 fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2023

/s/ Pat Roche

Pat Roche

Chief Executive Officer

/s/ Jennifer Walter

Jennifer Walter

Chief Financial Officer

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by the Company into such filing.

Document

MOOG INC. (“the Company”)

CLAWBACK POLICY

I.Introduction

The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and the New York Stock Exchange (“NYSE”) listing standards.

II.Administration

This Policy shall be administered by the Board or, if so designated by the Board, the Executive Compensation Committee (the “ECC”), in which case references herein to the Board shall be deemed references to the ECC. Any determinations made by the Board shall be final and binding on all affected individuals.

III.Covered Executives

This Policy applies to the Company's current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the NYSE listing standards (“Covered Executives”).

IV.Incentive Compensation

For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure including, but not limited to, annual bonuses and other short- and long-term cash incentives; restricted stock; restricted stock units; performance shares; and performance units.

V.Recoupment; Accounting Restatement

In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.

VI.Excess Incentive Compensation: Amount Subject to Recovery and Method of Recoupment

The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, without regard to any taxes paid, as determined by the Board.

If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder.

Rev. November 2023

VII.No Indemnification

The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.

VIII.Interpretation

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission or the NYSE.

IX.Effective Date

This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after that date.

X.Amendment; Termination

The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.

XI.Other Recoupment Rights

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

XII.Impracticability

The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and the NYSE listing standards.

XIII.Successors

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

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Rev. November 2023